GOODYEAR TIRE & RUBBER CO /OH/ (Form: 10-Q, Received: 04/28/2017 10:22:38)

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,

/s/ Robert P. Kellas

Robert P. Kellas

Executive Director

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2017

Commission File Number: 1-1927

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact Name of Registrant as Specified in Its Charter)



Ohio (State or Other Jurisdiction of Incorporation or Organization)		34-0253240 (I.R.S. Employer Identification No.)

200 Innovation Way, Akron, Ohio (Address of Principal Executive Offices)		44316-0001 (Zip Code)

(330) 796-2121

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o	Emerging growth company o
		(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.



Number of Shares of Common Stock, Without Par Value, Outstanding at March 31, 2017:		251,794,486

TABLE OF CONTENTS



	PART I. FINANCIAL INFORMATION
		ITEM 1. FINANCIAL STATEMENTS
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
		ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
		ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
		ITEM 4. CONTROLS AND PROCEDURES
	PART II. OTHER INFORMATION
		ITEM 1. LEGAL PROCEEDINGS
		ITEM 1A. RISK FACTORS
		ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
	EX-10.1
	EX-10.2
	EX-12.1
	EX-31.1
	EX-31.2
	EX-32.1
	EX-101 INSTANCE DOCUMENT
	EX-101 SCHEMA DOCUMENT
	EX-101 CALCULATION LINKBASE DOCUMENT
	EX-101 LABELS LINKBASE DOCUMENT
	EX-101 PRESENTATION LINKBASE DOCUMENT
	EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



	Three Months Ended
	March 31,
(In millions, except per share amounts)	2017		2016
Net Sales	$	3,699	$	3,691
Cost of Goods Sold	2,765		2,701
Selling, Administrative and General Expense	579		615
Rationalizations (Note 2)	29		11
Interest Expense	87		91
Other (Income) Expense (Note 3)	—		6
Income before Income Taxes	239		267
United States and Foreign Taxes Expense (Note 4)	70		78
Net Income	169		189
Less: Minority Shareholders’ Net Income	3		5
Goodyear Net Income	$	166	$	184
Goodyear Net Income — Per Share of Common Stock
Basic	$	0.66	$	0.69
Weighted Average Shares Outstanding (Note 5)	252		267
Diluted	$	0.65	$	0.68
Weighted Average Shares Outstanding (Note 5)	256		271

Cash Dividends Declared Per Common Share	$	0.10	$	0.07

The accompanying notes are an integral part of these consolidated financial statements.

- 1 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended
	March 31,
(In millions)	2017			2016
Net Income	$	169		$	189
Other Comprehensive Income (Loss):
Foreign currency translation, net of tax of $3 in 2017 ($17 in 2016)	84			60
Defined benefit plans:
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $10 in 2017 ($8 in 2016)	20			16
Decrease in net actuarial losses, net of tax of $1 in 2017 (($1) in 2016)	4			—
Deferred derivative losses, net of tax of ($2) in 2017 (($1) in 2016)	(6		)	(6		)
Reclassification adjustment for amounts recognized in income, net of tax of ($1) in 2017 (($1) in 2016)	(1		)	(3		)
Other Comprehensive Income	101			67
Comprehensive Income	270			256
Less: Comprehensive Income Attributable to Minority Shareholders	9			12
Goodyear Comprehensive Income	$	261		$	244

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)



	March 31,			December 31,
(In millions)	2017			2016
Assets:
Current Assets:
Cash and Cash Equivalents	$	961		$	1,132
Accounts Receivable, less Allowance — $105 ($101 in 2016)	2,270			1,769
Inventories:
Raw Materials	479			436
Work in Process	148			131
Finished Products	2,218			2,060
	2,845			2,627
Prepaid Expenses and Other Current Assets	249			190
Total Current Assets	6,325			5,718
Goodwill	545			535
Intangible Assets	136			136
Deferred Income Taxes (Note 4)	2,371			2,414
Other Assets	682			668
Property, Plant and Equipment, less Accumulated Depreciation — $9,361 ($9,125 in 2016)	7,135			7,040
Total Assets	$	17,194		$	16,511

Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	2,631		$	2,589
Compensation and Benefits (Notes 9 and 10)	568			584
Other Current Liabilities	1,040			963
Notes Payable and Overdrafts (Note 7)	217			245
Long Term Debt and Capital Leases due Within One Year (Note 7)	459			436
Total Current Liabilities	4,915			4,817
Long Term Debt and Capital Leases (Note 7)	5,257			4,798
Compensation and Benefits (Notes 9 and 10)	1,392			1,460
Deferred Income Taxes (Note 4)	86			85
Other Long Term Liabilities	584			626
Total Liabilities	12,234			11,786
Commitments and Contingent Liabilities (Note 11)
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock, no par value:
Authorized, 450 million shares, Outstanding shares — 252 million in 2017 and 2016 after deducting 26 million treasury shares in 2017 and 2016	252			252
Capital Surplus	2,635			2,645
Retained Earnings	5,949			5,808
Accumulated Other Comprehensive Loss	(4,103		)	(4,198		)
Goodyear Shareholders’ Equity	4,733			4,507
Minority Shareholders’ Equity — Nonredeemable	227			218
Total Shareholders’ Equity	4,960			4,725
Total Liabilities and Shareholders’ Equity	$	17,194		$	16,511

The accompanying notes are an integral part of these consolidated financial statements.

- 3 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Three Months Ended
	March 31,
(In millions)	2017			2016
Cash Flows from Operating Activities:
Net Income	$	169		$	189
Adjustments to Reconcile Net Income to Cash Flows from Operating Activities:
Depreciation and Amortization	185			174
Amortization and Write-Off of Debt Issuance Costs	3			7
Provision for Deferred Income Taxes	40			46
Net Rationalization Charges (Note 2)	29			11
Rationalization Payments	(18		)	(24		)
Net (Gains) Losses on Asset Sales (Note 3)	(1		)	(1		)
Pension Contributions and Direct Payments	(25		)	(25		)
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
Accounts Receivable	(478		)	(399		)
Inventories	(191		)	(116		)
Accounts Payable — Trade	73			(96		)
Compensation and Benefits	(61		)	(100		)
Other Current Liabilities	18			24
Other Assets and Liabilities	(29		)	(62		)
Total Cash Flows from Operating Activities	(286		)	(372		)
Cash Flows from Investing Activities:
Capital Expenditures	(271		)	(253		)
Asset Dispositions (Note 3)	1			1
Short Term Securities Acquired	(11		)	(12		)
Short Term Securities Redeemed	11			—
Total Cash Flows from Investing Activities	(270		)	(264		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	51			26
Short Term Debt and Overdrafts Paid	(82		)	(2		)
Long Term Debt Incurred	1,838			1,085
Long Term Debt Paid	(1,369		)	(822		)
Common Stock Issued	9			2
Common Stock Repurchased (Note 12)	(25		)	(50		)
Common Stock Dividends Paid (Note 12)	(25		)	(19		)
Transactions with Minority Interests in Subsidiaries	—			(6		)
Debt Related Costs and Other Transactions	1			(10		)
Total Cash Flows from Financing Activities	398			204
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	20			28
Net Change in Cash, Cash Equivalents and Restricted Cash	(138		)	(404		)
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period	1,189			1,502
Cash, Cash Equivalents and Restricted Cash at End of the Period	$	1,051		$	1,098

The accompanying notes are an integral part of these consolidated financial statements.

- 4 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (the “Company,” “Goodyear,” “we,” “us” or “our”) in accordance with Securities and Exchange Commission rules and regulations and generally accepted accounting principles in the United States of America ("US GAAP") and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to fairly state the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016 (the “ 2016 Form 10-K”).

Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2017 .

Recently Adopted Accounting Standards

Effective January 1, 2017, we adopted an accounting standards update with new guidance on the transition to the equity method of accounting. The new guidance eliminates the requirement for an investor to retrospectively apply equity method accounting when an investment that it had accounted for by another method initially qualifies for the equity method. Instead, the investor is required to apply the equity method prospectively from the date the investment qualifies for the equity method. In addition, an entity that has an available-for-sale equity security that becomes qualified for the equity method must recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment qualifies for the equity method. The adoption of this standards update did not impact our consolidated financial statements.

Effective January 1, 2017, we adopted an accounting standards update with new guidance on the measurement of inventory. Inventory within the scope of this update is required to be measured at the lower of its cost or net realizable value, with net realizable value being the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The adoption of this standards update did not impact our consolidated financial statements.

Effective January 1, 2017, we early adopted an accounting standards update with new guidance on how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update provides guidance on eight specific cash flow issues. As a result of the adoption, premiums for debt extinguishment of $9 million were reclassified from Operating Activities to Financing Activities in the statement of cash flows for the three months ended March 31, 2016. There was no impact for the three months ended March 31, 2017. The other seven specific cash flow issues were either not applicable to Goodyear or the treatment has not changed from our current practice.

Effective January 1, 2017, we early adopted an accounting standards update with new guidance on the presentation of restricted cash in the statement of cash flows. The standards update requires that the reconciliation of the beginning and end of period cash amounts shown in the statement of cash flows include restricted cash. When restricted cash is presented separately from cash and cash equivalents on the balance sheet, a reconciliation is required between the amounts presented on the statement of cash flows and the balance sheet. Also, the new guidance requires the disclosure of information about the nature of the restrictions. The restricted cash balances as of March 31, 2017, December 31, 2016, and March 31, 2016 were $90 million , $57 million and $19 million , respectively.

Recently Issued Accounting Standards

In March 2017, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update intended to improve the financial statement presentation of pension and postretirement benefits cost. The standards update requires employers that offer defined benefit pension or other postretirement benefit plans to report service cost in the same income statement line as compensation costs and to report non-service related costs below income from operations. Currently, the Company records both service and non-service related costs in selling, administrative and general expense ("SAG") and cost of goods sold ("CGS"), as appropriate. In addition, the new guidance allows only service cost to be capitalized. The standards update is effective retrospectively for the financial statement presentation of benefits cost and prospectively for the capitalization of service cost, for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted.

In January 2017, the FASB issued an accounting standards update with new guidance intended to simplify the subsequent measurement of goodwill. The standards update eliminates the requirement for an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will perform its annual, or interim, goodwill impairment

- 5 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

testing by comparing the fair value of a reporting unit with its carrying amount and recording an impairment charge for the amount by which the carrying amount exceeds the fair value. The standards update is effective prospectively for annual and interim goodwill impairment testing performed in fiscal years beginning after December 15, 2019, with early adoption permitted. The adoption of this standards update is not expected to impact our consolidated financial statements.

In October 2016, the FASB issued an accounting standards update with new guidance on the accounting for the income tax consequences of intra-entity transfers of assets other than inventory, including the elimination of the prohibition on recognition of current and deferred income taxes on such transfers . The standards update is effective using the modified retrospective approach for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. We are currently assessing the impact of this standards update on our consolidated financial statements.

In February 2016, the FASB issued an accounting standards update with new guidance intended to increase transparency and comparability among organizations relating to leases. Lessees will be required to recognize a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. The FASB retained a dual model for lease classification, requiring leases to be classified as finance or operating leases to determine recognition in the statements of operations and cash flows; however, substantially all leases will be required to be recognized on the balance sheet. Lessor accounting is largely unchanged from the current accounting model. The standards update will also require quantitative and qualitative disclosures regarding key information about leasing arrangements. The standards update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. It must be adopted using a modified retrospective approach, and provides for certain practical expedients. The transition will require application at the beginning of the earliest comparative period presented at the time of adoption. We are currently assessing the impact of this standards update on our consolidated financial statements.

In May 2014, the FASB issued an accounting standards update with new guidance on recognizing revenue from contracts with customers. The standards update outlines a single comprehensive model for entities to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services. Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In 2016, the FASB issued accounting standards updates to address implementation issues and to clarify the guidance for identifying performance obligations, licenses and determining if a company is the principal or agent in a revenue arrangement. In August 2015, the FASB deferred the effective date of this standards update to fiscal years beginning after December 15, 2017, with early adoption permitted on the original effective date of fiscal years beginning after December 15, 2016. The standard permits the use of either a retrospective or modified retrospective application. We intend to use the modified retrospective approach. We have substantially completed our evaluation of significant contracts and are currently assessing the impact of adopting the standards update on our consolidated financial statements. We will continue our evaluation of the standards update through the date of adoption.

Principles of Consolidation

The consolidated financial statements include the accounts of all legal entities in which we hold a controlling financial interest. A controlling financial interest generally arises from our ownership of a majority of the voting shares of our subsidiaries. We would also hold a controlling financial interest in variable interest entities if we are considered to be the primary beneficiary. Investments in companies in which we do not own a majority interest and we have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. Investments in other companies are carried at cost. All intercompany balances and transactions have been eliminated in consolidation.

- 6 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Restricted Cash

The following table provides a reconciliation of Cash, Cash Equivalents and Restricted Cash as reported within the Consolidated Statements of Cash Flows:




(In millions)	March 31,
	2017		2016
Cash and Cash Equivalents	$	961	$	1,079
Restricted Cash	90		19
Total Cash, Cash Equivalents, and Restricted Cash	$	1,051	$	1,098

Amounts included in Restricted Cash, which is included in Prepaid Expenses and Other Current Assets in the Consolidated Balance Sheets, primarily represent amounts required to be set aside in connection with accounts receivable factoring programs and funds obtained under certain Chinese credit facilities for the plant expansion in China. The restrictions lapse when cash from factored accounts receivable are remitted to the purchaser of those receivables or when funds are used for plant expansion expenditures, respectively.

Reclassifications and Adjustments

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

NOTE 2. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

In order to maintain our global competitiveness, we have implemented rationalization actions over the past several years to reduce high-cost and excess manufacturing capacity and associate headcount.

The following table shows the roll-forward of our liability between periods:



				Other Exit and
(In millions)	Associate-			Non-cancelable
	Related Costs			Lease Costs			Total
Balance at December 31, 2016	$	214		$	5		$	219
2017 Charges	24			6			30
Incurred, Net of Foreign Currency Translation of $3 million and $0 million, respectively	(17		)	(6		)	(23		)
Reversed to the Statements of Operations	(1		)	—			(1		)
Balance at March 31, 2017	$	220		$	5		$	225

Rationalization actions accrued at March 31, 2017 include $111 million related to our announced plan to close our tire manufacturing facility in Philippsburg, Germany. The plan is in furtherance of our strategy to capture the growing demand for premium, large-rim diameter tires in part by reducing excess capacity in declining, less profitable segments of the tire market. The plan will result in approximately 890 job reductions. The charges related to the announced closure are expected to be paid through 2018.

The remainder of the accrual balance at March 31, 2017 is expected to be substantially utilized within the next 12 months and includes $25 million related to our global plan to reduce SAG headcount, $21 million related to manufacturing headcount reductions in certain countries in Europe, Middle East and Africa ("EMEA"), and $17 million related to a separate SAG headcount reduction plan in certain countries in EMEA.

- 7 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table shows net rationalization charges included in Income before Income Taxes:



	Three Months Ended
(In millions)	March 31,
	2017		2016
Current Year Plans
Associate Severance and Other Related Costs	$	23	$	—
Current Year Plans - Net Charges	$	23	$	—

Prior Year Plans
Associate Severance and Other Related Costs	$	—	$	4
Other Exit and Non-Cancelable Lease Costs	6		7
Prior Year Plans - Net Charges	6		11
Total Net Charges	$	29	$	11

Asset Write-off and Accelerated Depreciation Charges	$	8	$	2

Substantially all of the new charges for the three months ended March 31, 2017 related to future cash outflows. Net current year plan charges for the three months ended March 31, 2017 include charges of $17 million related to SAG headcount reductions in certain countries in EMEA and $6 million related to a plan to improve operating efficiency in EMEA.

Net prior year plan charges for the three months ended March 31, 2017 include charges of $2 million related to the closure of our Wolverhampton, U.K. mixing and retreading facility and the plan to transfer consumer tire production from our manufacturing facility in Wittlich, Germany to other manufacturing facilities in EMEA and $2 million related to the announced plan to close our tire manufacturing facility in Philippsburg, Germany.

Net charges for the three months ended March 31, 2017 included reversals of $1 million for actions no longer needed for their originally intended purposes. Ongoing rationalization plans had approximately $595 million in charges incurred prior to 2017 and approximately $95 million is expected to be incurred in future periods.

Approximately 300 associates will be released under new plans initiated in 2017. In the first quarter of 2017, approximately 100 associates were released under plans initiated in prior years. In total, approximately 1,800 associates remain to be released under all ongoing rationalization plans.

Approximately 840 former associates of the closed Amiens, France manufacturing facility have asserted wrongful termination or other claims against us. Refer to Note to the Consolidated Financial Statements No. 11, Commitments and Contingent Liabilities, in this Form 10-Q.

Accelerated depreciation charges for the three months ended March 31, 2017 primarily related to the announced plan to close our tire manufacturing facility in Philippsburg, Germany. Accelerated depreciation charges for the three months ended March 31, 2016 primarily related to the plan to close our Wolverhampton, U.K. mixing and retreading facility. Asset write-off and accelerated depreciation charges for all periods were recorded in CGS.

- 8 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3. OTHER (INCOME) EXPENSE



	Three Months Ended
	March 31,
(In millions)	2017			2016
Financing fees and financial instruments	$	8		$	16
Royalty income	(5		)	(4		)
Interest income	(4		)	(4		)
General and product liability expense (income) - discontinued products	2			(2		)
Net foreign currency exchange (gains) losses	(1		)	(2		)
Net (gains) losses on asset sales	(1		)	(1		)
Miscellaneous expenses	1			3
	$	—		$	6

Other (Income) Expense includes financing fees and financial instruments expense which consists of commitment fees and charges incurred in connection with financing transactions, royalty income which is derived primarily from licensing arrangements related to divested businesses as well as other licensing arrangements, interest income which primarily consists of amounts earned on cash deposits, general and product liability expense (income) - discontinued products which consists of charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries, net foreign currency exchange (gains) and losses, and net (gains) and losses on asset sales.

NOTE 4. INCOME TAXES

In the first quarter of 2017 , we recorded tax expense of $70 million on income before income taxes of $239 million . Income tax expense for the three months ended March 31, 2017 was favorably impacted by $2 million of various discrete tax adjustments. In the first quarter of 2016, we recorded tax expense of $78 million on income before income taxes of $267 million . Income tax expense for the three months ended March 31, 2016 was favorably impacted by $12 million , comprised of a $7 million tax benefit related to the release of a valuation allowance in Brazil due to the collection of a receivable that had previously been written off as uncollectible and $5 million of tax benefits related to various other discrete tax adjustments.

We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate was primarily attributable to the discrete items noted above and an overall lower effective tax rate in the foreign jurisdictions in which we operate.

Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of our net foreign deferred tax assets. Each reporting period we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets. We do not believe that sufficient positive evidence required to release all or a significant portion of these valuation allowances will exist within the next twelve months.

At January 1, 2017 , we had unrecognized tax benefits of $63 million that if recognized, would have a favorable impact on our tax expense of $47 million . We had accrued interest of $4 million as of January 1, 2017 . If not favorably settled, $12 million of the unrecognized tax benefits and all of the accrued interest would require the use of our cash. We do not expect any changes to our unrecognized tax benefits during 2017 to have a significant impact on our financial position or results of operations.

Generally, years from 2011 onward are still open to examination by foreign taxing authorities. We are open to examination in Germany from 2011 onward and in the United States for 2016.

- 9 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5. EARNINGS PER SHARE

Basic earnings per share are computed based on the weighted average number of common shares outstanding. Diluted earnings per share are calculated to reflect the potential dilution that could occur if securities or other contracts were exercised or converted into common stock.

Basic and diluted earnings per common share are calculated as follows:



	Three Months Ended
	March 31,
(In millions, except per share amounts)	2017		2016
Earnings per share — basic:
Goodyear net income	$	166	$	184
Weighted average shares outstanding	252		267
Earnings per common share — basic	$	0.66	$	0.69

Earnings per share — diluted:
Goodyear net income	$	166	$	184
Weighted average shares outstanding	252		267
Dilutive effect of stock options and other dilutive securities	4		4
Weighted average shares outstanding — diluted	256		271
Earnings per common share — diluted	$	0.65	$	0.68

Weighted average shares outstanding - diluted for the three months ended March 31, 2017 exclude approximately 1 million equivalent shares related to options with exercise prices greater than the average market price of our common shares (i.e., "underwater" options).

- 10 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6. BUSINESS SEGMENTS



	Three Months Ended
	March 31,
(In millions)	2017			2016
Sales:
Americas	$	1,958		$	1,951
Europe, Middle East and Africa	1,239			1,251
Asia Pacific	502			489
Net Sales	$	3,699		$	3,691
Segment Operating Income:
Americas	$	214		$	260
Europe, Middle East and Africa	98			80
Asia Pacific	73			79
Total Segment Operating Income	$	385		$	419
Less:
Rationalizations	$	29		$	11
Interest expense	87			91
Other (income) expense (Note 3)	—			6
Asset write-offs and accelerated depreciation	8			2
Corporate incentive compensation plans	15			26
Intercompany profit elimination	(3		)	2
Retained expenses of divested operations	3			5
Other	7			9
Income before Income Taxes	$	239		$	267

- 11 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Rationalizations, as described in Note to the Consolidated Financial Statements No. 2, Costs Associated with Rationalization Programs, Net (gains) losses on asset sales and Asset write-offs and accelerated depreciation were not charged (credited) to the SBUs for performance evaluation purposes but were attributable to the SBUs as follows:



	Three Months Ended
	March 31,
(In millions)	2017			2016
Rationalizations:
Americas	$	1		$	3
Europe, Middle East and Africa	27			8
Asia Pacific	1			—
Total Segment Rationalizations	$	29		$	11

Net (Gains) Losses on Asset Sales:
Americas	$	(1	)	$	—
Asia Pacific	—			(1		)
Total Segment Asset Sales	$	(1	)	$	(1	)



Asset Write-offs and Accelerated Depreciation:
Europe, Middle East and Africa	$	8	$	2
Total Segment Asset Write-offs and Accelerated Depreciation	$	8	$	2

NOTE 7. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

At March 31, 2017 , we had total credit arrangements of $9,057 million , of which $3,071 million were unused. At that date, 27% of our debt was at variable interest rates averaging 6.10% .

Notes Payable and Overdrafts, Long Term Debt and Capital Leases due Within One Year and Short Term Financing Arrangements

At March 31, 2017 , we had short term committed and uncommitted credit arrangements totaling $515 million , of which $298 million were unused. These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.

- 12 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents amounts due within one year:



	March 31,			December 31,
(In millions)	2017			2016
Notes payable and overdrafts	$	217		$	245
Weighted average interest rate	4.57		%	6.18		%
Long term debt and capital leases due within one year
Other domestic and foreign debt (including capital leases)	$	459		$	436
Weighted average interest rate	8.93		%	9.39		%
Total obligations due within one year	$	676		$	681

Long Term Debt and Capital Leases and Financing Arrangements

At March 31, 2017 , we had long term credit arrangements totaling $8,542 million , of which $2,773 million were unused.

The following table presents long term debt and capital leases, net of unamortized discounts, and interest rates:



	March 31, 2017					December 31, 2016
				Interest					Interest
(In millions)	Amount			Rate		Amount			Rate
Notes:
8.75% due 2020	$	274				$	273
7% due 2022	700					700
5.125% due 2023	1,000					1,000
3.75% Euro Notes due 2023	267					264
5% due 2026	900					900
4.875% due 2027	700					—
7% due 2028	150					150
Credit Facilities:
$2.0 billion first lien revolving credit facility due 2021	—			—		85			1.98	%
Second lien term loan facility due 2019	399			2.86	%	399			3.75	%
€550 million revolving credit facility due 2020	—			—		—			—
Pan-European accounts receivable facility	185			0.93	%	198			0.98	%
Chinese credit facilities	308			4.74	%	315			4.68	%
Other foreign and domestic debt ⁽¹⁾	845			9.58	%	951			9.14	%
	5,728					5,235
Unamortized deferred financing fees	(51		)			(42		)
	5,677					5,193
Capital lease obligations	39					41
	5,716					5,234
Less portion due within one year	(459		)			(436		)
	$	5,257				$	4,798

(1) Interest rates are weighted average interest rates related to various foreign credit facilities with customary terms and conditions and domestic debt related to our Global and Americas Headquarters.

- 13 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTES

$700 million 4.875% Senior Notes due 2027

In March 2017, we issued $700 million in aggregate principal amount of 4.875% senior notes due 2027. These notes were sold at 100% of the principal amount and will mature on March 15, 2027. These notes are unsecured senior obligations and are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. senior secured credit facilities described below.

We have the option to redeem these notes, in whole or in part, at any time prior to their maturity. If we elect to redeem the notes prior to December 15, 2026, we will pay a redemption price equal to the greater of 100% of the principal amount of the notes redeemed or the sum of the present values of the remaining scheduled payments on the notes redeemed, discounted using a defined treasury rate plus 50 basis points, plus in either case accrued and unpaid interest to the redemption date. If we elect to redeem the notes on or after December 15, 2026, we will pay a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest to the redemption date.

The terms of the indenture for these notes, among other things, limit our ability and the ability of certain of our subsidiaries to (i) incur certain liens, (ii) engage in sale and leaseback transactions, and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications.

$700 million 7% Senior Notes due 2022

On April 14, 2017, we issued a redemption notice to redeem in full our $700 million 7% senior notes due 2022 on May 15, 2017 at a redemption price of 103.5% of the principal amount of the notes, plus accrued and unpaid interest to the redemption date. The transaction is expected to result in cash charges of $25 million for the redemption premium. We also expect to record $6 million of expense for the write-off of deferred financing fees as a result of the redemption. We intend to use the proceeds of the offering of our $700 million 4.875% senior notes due 2027, together with cash and cash equivalents, to effect the redemption.

CREDIT FACILITIES

$2.0 billion Amended and Restated First Lien Revolving Credit Facility due 2021

Our amended and restated first lien revolving credit facility is available in the form of loans or letters of credit, with letter of credit availability limited to $800 million . Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $250 million . Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries' obligations under the related guarantees are secured by first priority security interests in a variety of collateral. Amounts drawn under this facility bear interest at LIBOR plus 125 basis points, and undrawn amounts under the facility will be subject to an annual commitment fee of 30 basis points.

Availability under the facility is subject to a borrowing base, which is based primarily on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the value of our principal trademarks, and (iii) certain cash in an amount not to exceed $200 million. To the extent that our eligible accounts receivable and inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $2.0 billion. As of March 31, 2017 , our borrowing base, and therefore our availability, under this facility was $451 million below the facility's stated amount of $2.0 billion .

The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2015. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

At March 31, 2017 , we had no borrowings and $40 million of letters of credit issued under the revolving credit facility. At December 31, 2016 , we had $85 million of borrowings and $40 million of letters of credit issued under the revolving credit facility.

During 2016, we began entering into bilateral letter of credit agreements. At March 31, 2017 , we had $249 million in letters of credit issued under these agreements.

Amended and Restated Second Lien Term Loan Facility due 2019

- 14 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

than the effective interest rate then applicable to such loans and (ii) no amendment of the facility may be made that, directly or indirectly, reduces the effective interest rate applicable to the loans under the facility, in each case unless we pay a fee equal to 1.0% of the principal amount of the loans so affected. In addition, if the Total Leverage Ratio is equal to or less than 1.25 to 1.00, we have the option to further reduce the spreads described above by 25 basis points. "Total Leverage Ratio" has the meaning given it in the facility.

Our obligations under our second lien term loan facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries and are secured by second priority security interests in the same collateral securing the $2.0 billion first lien revolving credit facility.

At March 31, 2017 and December 31, 2016, the amounts outstanding under this facility were $399 million .

€550 million Amended and Restated Senior Secured European Revolving Credit Facility due 2020

Our amended and restated €550 million European revolving credit facility consists of (i) a €125 million German tranche that is available only to Goodyear Dunlop Tires Germany GmbH (“GDTG”) and (ii) a €425 million all-borrower tranche that is available to GDTE, GDTG and Goodyear Dunlop Tires Operations S.A. Up to €150 million of swingline loans and €50 million in letters of credit are available for issuance under the all-borrower tranche. Amounts drawn under this facility will bear interest at LIBOR plus 175 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 175 basis points for loans denominated in euros, and undrawn amounts under the facility will be subject to an annual commitment fee of 30 basis points.

GDTE and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. The German guarantors secure the German tranche on a first-lien basis and the all-borrower tranche on a second-lien basis. GDTE and its other subsidiaries that provide guarantees secure the all-borrower tranche on a first-lien basis and generally do not provide collateral support for the German tranche. The Company and its U.S. subsidiaries and primary Canadian subsidiary that guarantee our U.S. senior secured credit facilities described above also provide unsecured guarantees in support of the facility.

The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2014. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

At March 31, 2017 and December 31, 2016, we had no borrowings and no letters of credit issued under the European revolving credit facility.

Accounts Receivable Securitization Facilities (On-Balance Sheet)

GDTE and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 2019. The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €45 million and not more than €450 million . For the period beginning October 16, 2016 to October 15, 2017, the designated maximum amount of the facility is €320 million .

The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GDTE subsidiaries to a bankruptcy-remote French company controlled by one of the liquidity banks in the facility. These subsidiaries retain servicing responsibilities. Utilization under this facility is based on eligible receivable balances .

The funding commitments under the facility will expire upon the earliest to occur of: (a) September 25, 2019 , (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our senior secured credit facilities; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire on October 15, 2017.

At March 31, 2017 , the amounts available and utilized under this program totaled $185 million ( €173 million ). At December 31, 2016 , the amounts available and utilized under this program totaled $198 million ( €188 million ). The program does not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Capital Leases.

- 15 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

million (AUD 39 million ) and $12 million (AUD 16 million ), respectively. The receivables sold under this program also serve as collateral for the related facility. We retain the risk of loss related to these receivables in the event of non-payment. These amounts are included in Long Term Debt and Capital Leases.

For a description of the collateral securing the credit facilities described above as well as the covenants applicable to them, refer to Note to the Consolidated Financial Statements No. 15, Financing Arrangements and Derivative Financial Instruments, in our 2016 Form 10-K.

Accounts Receivable Factoring Facilities (Off-Balance Sheet)

We have sold certain of our trade receivables under off-balance sheet programs. For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At March 31, 2017 , the gross amount of receivables sold was $440 million , compared to $502 million at December 31, 2016 .

Other Foreign Credit Facilities

A Chinese subsidiary has several financing arrangements in China. At March 31, 2017 , these non-revolving credit facilities had total unused availability of $225 million and can only be used to finance the expansion of our manufacturing facility in China. At March 31, 2017 and December 31, 2016 , the amounts outstanding under these facilities were $308 million and $315 million , respectively. The facilities ultimately mature in 2025 and principal amortization began in 2015. The facilities contain covenants relating to the Chinese subsidiary and have customary representations and warranties and defaults relating to the Chinese subsidiary’s ability to perform its obligations under the facilities. At March 31, 2017 and December 31, 2016 , restricted cash related to funds obtained under these credit facilities was $27 million and $8 million , respectively.

DERIVATIVE FINANCIAL INSTRUMENTS

We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not hold or issue derivative financial instruments for trading purposes.

Foreign Currency Contracts

We enter into foreign currency contracts in order to manage the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts may be used to reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.

The following table presents the fair values for foreign currency contracts not designated as hedging instruments:



	March 31,			December 31,
(In millions)	2017			2016
Fair Values — Current asset (liability):
Accounts receivable	$	9		$	30
Other current liabilities	(13		)	(18		)

At March 31, 2017 and December 31, 2016 , these outstanding foreign currency derivatives had notional amounts of $1,463 million and $1,812 million , respectively, and were primarily related to intercompany loans. Other (Income) Expense included net transaction losses on derivatives of $4 million and $23 million for the three months ended March 31, 2017 and 2016, respectively. These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.

- 16 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents fair values for foreign currency contracts designated as cash flow hedging instruments:



	March 31,			December 31,
(In millions)	2017			2016
Fair Values — Current asset (liability):
Accounts receivable	$	3		$	9
Other current liabilities	(2		)	—
Fair Values — Long Term asset (liability):
Other assets	$	1		$	2

At March 31, 2017 and December 31, 2016 , these outstanding foreign currency derivatives had notional amounts of $251 million and $293 million , respectively, and primarily related to U.S. dollar denominated intercompany transactions.

We enter into master netting agreements with counterparties. The amounts eligible for offset under the master netting agreements are not material and we have elected a gross presentation of foreign currency contracts in the Consolidated Balance Sheets.

The following table presents information related to foreign currency contracts designated as cash flow hedging instruments (before tax and minority):



	Three Months Ended
	March 31,
(In millions) (Income) Expense	2017			2016
Amounts deferred to Accumulated Other Comprehensive Loss ("AOCL")	$	8		$	7
Amount of deferred (gain) loss reclassified from AOCL into CGS	(2		)	(4		)
Amounts excluded from effectiveness testing	(1		)	—

The estimated net amount of deferred gains at March 31, 2017 that are expected to be reclassified to earnings within the next twelve months is $3 million .

The counterparties to our foreign currency contracts were considered by us to be substantial and creditworthy financial institutions that are recognized market makers at the time we entered into those contracts. We seek to control our credit exposure to these counterparties by diversifying across multiple counterparties, by setting counterparty credit limits based on long term credit ratings and other indicators of counterparty credit risk such as credit default swap spreads, and by monitoring the financial strength of these counterparties on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to counterparties in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a counterparty. However, the inability of a counterparty to fulfill its contractual obligations to us could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.

NOTE 8. FAIR VALUE MEASUREMENTS

The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at March 31, 2017 and December 31, 2016 :



	Total Carrying Value in the Consolidated Balance Sheet				Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
(In millions)	2017		2016		2017		2016		2017		2016		2017		2016
Assets:
Investments	$	10	$	9	$	10	$	9	$	—	$	—	$	—	$	—
Foreign Exchange Contracts	13		41		—		—		13		41		—		—
Total Assets at Fair Value	$	23	$	50	$	10	$	9	$	13	$	41	$	—	$	—

Liabilities:
Foreign Exchange Contracts	$	15	$	18	$	—	$	—	$	15	$	18	$	—	$	—
Total Liabilities at Fair Value	$	15	$	18	$	—	$	—	$	15	$	18	$	—	$	—

- 17 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding capital leases, at March 31, 2017 and December 31, 2016 .



	March 31,		December 31,
(In millions)	2017		2016
Fixed Rate Debt:
Carrying amount — liability	$	4,209	$	3,514
Fair value — liability	4,359		3,669

Variable Rate Debt:
Carrying amount — liability	$	1,468	$	1,679
Fair value — liability	1,469		1,678

Long term debt with a fair value of $4,493 million and $3,804 million at March 31, 2017 and December 31, 2016 , respectively, was estimated using quoted Level 1 market prices. The carrying value of the remaining long term debt approximates fair value since the terms of the financing arrangements are similar to terms that could be obtained under current lending market conditions .

NOTE 9. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

We provide employees with defined benefit pension or defined contribution savings plans.

Defined benefit pension cost follows:



	U.S.
	Three Months Ended
	March 31,
(In millions)	2017			2016
Service cost	$	1		$	1
Interest cost	40			42
Expected return on plan assets	(60		)	(64		)
Amortization of net losses	28			27
Net periodic pension cost	$	9		$	6



	Non-U.S.
	Three Months Ended
	March 31,
(In millions)	2017			2016
Service cost	$	7		$	7
Interest cost	17			20
Expected return on plan assets	(19		)	(22		)
Amortization of net losses	8			7
Net periodic pension cost	$	13		$	12

We expect to contribute approximately $50 million to $75 million to our funded non-U.S. pension plans in 2017. For the three months ended March 31, 2017 , we contributed $14 million to our non-U.S. plans.

The expense recognized for our contributions to defined contribution savings plans for the three months ended March 31, 2017 and 2016 was $30 million and $ 34 million , respectively.

We also provide certain U.S. employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. Other postretirement benefits credit for the three months ended March 31, 2017 and 2016 was $2 million and $ 6 million , respectively.

- 18 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10. STOCK COMPENSATION PLANS

Our Board of Directors granted 0.7 million stock options, 0.1 million restricted stock units and 0.2 million performance share units during the three months ended March 31, 2017 under our stock compensation plans. The weighted average exercise price per share and weighted average fair value per share of the stock option grants during the three months ended March 31, 2017 were $35.26 and $12.08 , respectively. We estimated the fair value of the stock options using the following assumptions in our Black-Scholes model:

Expected term: 7.2 years

Interest rate: 2.13%

Volatility: 33.63%

Dividend yield: 1.13%

We measure the fair value of grants of restricted stock units and performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants. The weighted average fair value per share was $35.26 for restricted stock units and $36.78 for performance share units granted during the three months ended March 31, 2017 .

We recognized stock-based compensation expense of $6 million and $7 million during the three months ended March 31, 2017 and 2016, respectively. At March 31, 2017 , unearned compensation cost related to the unvested portion of all stock-based awards was approximately $42 million and is expected to be recognized over the remaining vesting period of the respective grants, through the first quarter of 2022 .

NOTE 11. COMMITMENTS AND CONTINGENT LIABILITIES

Environmental Matters

We have recorded liabilities totaling $52 million and $55 million at March 31, 2017 and December 31, 2016 , respectively, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us. Of these amounts, $19 million and $21 million were included in Other Current Liabilities at March 31, 2017 and December 31, 2016 , respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years. The amount of our ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute . We have limited potential insurance coverage for future environmental claims.

Since many of the remediation activities related to environmental matters vary substantially in duration and cost from site to site and the associated costs for each vary depending on the mix of unique site characteristics, in some cases we cannot reasonably estimate a range of possible losses. Although it is not possible to estimate with certainty the outcome of all of our environmental matters, management believes that potential losses in excess of current reserves for environmental matters, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations.

Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $252 million and $248 million for anticipated costs related to workers’ compensation at March 31, 2017 and December 31, 2016 , respectively. Of these amounts, $45 million and $48 million was included in Current Liabilities as part of Compensation and Benefits at March 31, 2017 and December 31, 2016 , respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience, and current cost trends. The amount of our ultimate liability in respect of these matters may differ from these estimates. We periodically, and at least annually, update our loss development factors based on actuarial analyses. At March 31, 2017 and December 31, 2016 , the liability was discounted using a risk-free rate of return. At March 31, 2017 , we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $30 million .

General and Product Liability and Other Litigation

We have recorded liabilities totaling $320 million and $316 million , including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at March 31, 2017 and December 31, 2016 , respectively. Of these amounts, $54 million and $49 million was included in Other Current Liabilities at March 31, 2017 and December 31, 2016 , respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. Based upon that

- 19 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

assessment, at March 31, 2017 , we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations. However, the amount of our ultimate liability in respect of these matters may differ from these estimates.

We have recorded an indemnification asset within Accounts Receivable of $6 million and within Other Assets of $30 million for Sumitomo Rubber Industries, Ltd.'s ("SRI") obligation to indemnify us for certain product liability claims related to products manufactured by a formerly consolidated joint venture entity, subject to certain caps and restrictions.

Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to asbestos in certain products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and Federal courts. To date, we have disposed of approximately 126,000 claims by defending and obtaining the dismissal thereof or by entering into a settlement. The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, by us and our insurers totaled approximately $521 million through March 31, 2017 and $517 million through December 31, 2016 .

A summary of recent approximate asbestos claims activity follows. Because claims are often filed and disposed of by dismissal or settlement in large numbers, the amount and timing of settlements and the number of open claims during a particular period can fluctuate significantly.



	Three Months Ended			Year Ended
(Dollars in millions)	March 31, 2017			December 31, 2016
Pending claims, beginning of period	64,400			67,400
New claims filed	600			1,900
Claims settled/dismissed	(3,300		)	(4,900		)
Pending claims, end of period	61,700			64,400
Payments ⁽¹⁾	$	2		$	20

(1) Represents cash payments made during the period by us and our insurers on asbestos litigation defense and claim resolution.

We periodically, and at least annually, review our existing reserves for pending claims, including a reasonable estimate of the liability associated with unasserted asbestos claims, and estimate our receivables from probable insurance recoveries. We recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $173 million and $171 million at March 31, 2017 and December 31, 2016 , respectively. In determining the estimate of our asbestos liability, we evaluated claims over the next ten -year period. Due to the difficulties in making these estimates, analysis based on new data and/or a change in circumstances arising in the future may result in an increase in the recorded obligation, and that increase could be significant.

We maintain certain primary and excess insurance coverage under coverage-in-place agreements, and also have additional excess liability insurance with respect to asbestos liabilities. After consultation with our outside legal counsel and giving consideration to agreements with certain of our insurance carriers, the financial viability and legal obligations of our insurance carriers and other relevant factors, we determine an amount we expect is probable of recovery from such carriers. We record a receivable with respect to such policies when we determine that recovery is probable and we can reasonably estimate the amount of a particular recovery.

We recorded a receivable related to asbestos claims of $125 million and $123 million at March 31, 2017 and December 31, 2016 , respectively. We expect that approximately 70% of asbestos claim related losses would be recoverable through insurance during the ten -year period covered by the estimated liability. Of these amounts, $12 million was included in Current Assets as part of Accounts Receivable at March 31, 2017 and December 31, 2016. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary and excess insurance carriers as well as an amount we believe is probable of recovery from certain of our other excess insurance carriers.

We believe that, at December 31, 2016, we had approximately $430 million in excess level policy limits applicable to indemnity and defense costs for asbestos products claims under coverage-in-place agreements. We also had additional unsettled excess level policy limits potentially applicable to such costs. We had coverage under certain primary policies for indemnity and defense costs for asbestos products claims under remaining aggregate limits pursuant to a coverage-in-place agreement, as well as coverage for indemnity and defense costs for asbestos premises claims pursuant to coverage-in-place agreements.

With respect to both asserted and unasserted claims, it is reasonably possible that we may incur a material amount of cost in excess of the current reserve; however, such amounts cannot be reasonably estimated. Coverage under insurance policies is subject to varying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged

- 20 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

date of first exposure to our products or premises and disease alleged. Depending upon the nature of these characteristics, as well as the resolution of certain legal issues, some portion of the insurance may not be accessible by us.

Amiens Labor Claims

Approximately 840 former employees of the closed Amiens, France manufacturing facility have asserted wrongful termination or other claims totaling €117 million ( $125 million ) against Goodyear Dunlop Tires France. We intend to vigorously defend ourselves against these claims, and any additional claims that may be asserted against us, and cannot estimate the amounts, if any, that we may ultimately pay in respect of such claims.

Other Actions

We are currently a party to various claims, indirect tax assessments and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations.

Our recorded liabilities and estimates of reasonably possible losses for the contingent liabilities described above are based on our assessment of potential liability using the information available to us at the time and, where applicable, any past experience and recent and current trends with respect to similar matters. Our contingent liabilities are subject to inherent uncertainties, and unfavorable judicial or administrative decisions could occur which we did not anticipate. Such an unfavorable decision could include monetary damages, fines or other penalties or an injunction prohibiting us from taking certain actions or selling certain products. If such an unfavorable decision were to occur, it could result in a material adverse impact on our financial position and results of operations in the period in which the decision occurs, or in future periods.

Income Tax Matters

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize income tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. We derecognize income tax benefits when based on new information we determine that it is no longer more likely than not that our position will be sustained. To the extent we prevail in matters for which liabilities have been established, or determine we need to derecognize tax benefits recorded in prior periods, our results of operations and effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash, and lead to recognition of expense to the extent the settlement amount exceeds recorded liabilities and, in the case of an income tax settlement, result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction of expense to the extent the settlement amount is lower than recorded liabilities and, in the case of an income tax settlement, would result in a reduction in our effective tax rate in the period of resolution.

While the Company applies consistent transfer pricing policies and practices globally, supports transfer prices through economic studies, seeks advance pricing agreements and joint audits to the extent possible and believes its transfer prices to be appropriate, such transfer prices, and related interpretations of tax laws, are occasionally challenged by various taxing authorities globally. We have received various tax assessments challenging our interpretations of applicable tax laws in various jurisdictions. Although we believe we have complied with applicable tax laws, have strong positions and defenses and have historically been successful in defending such claims, our results of operations could be materially adversely affected in the case we are unsuccessful in the defense of existing or future claims.

- 21 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Guarantees

We have off-balance sheet financial guarantees and other commitments totaling approximately $39 million and $40 million at March 31, 2017 and December 31, 2016 , respectively. We issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. We also generally do not require collateral in connection with the issuance of these guarantees. In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of approximately $46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of March 31, 2017, this guarantee amount has been reduced to $38 million . We have concluded the probability of our performance to be remote and, therefore, have not recorded a liability for this guarantee. While there is no fixed duration of this guarantee, we expect the amount of this guarantee to continue to decrease over time as the formerly consolidated joint venture entity pays its outstanding claims. If our performance under these guarantees is triggered by non-payment or another specified event , we would be obligated to make payment to the financial institution or the other entity, and would typically have recourse to the affiliate, lessor, customer , or SRI. Except for the workers' compensation guarantee described above, the guarantees expire at various times through 2020 . We are unable to estimate the extent to which our affiliates’, lessors’, customers’, or SRI's assets would be adequate to recover any payments made by us under the related guarantees.

NOTE 12. CAPITAL STOCK

Dividends

In the first three months of 2017, we paid cash dividends of $25 million on our common stock. On April 10, 2017 , the Board of Directors (or a duly authorized committee thereof) declared cash dividends of $0.10 per share of common stock, or approximately $25 million in the aggregate. The dividend will be paid on June 1, 2017 to stockholders of record as of the close of business on May 1, 2017 . Future quarterly dividends are subject to Board approval.

Common Stock Repurchases

On September 18, 2013 , the Board of Directors approved our common stock repurchase program. From time to time, the Board of Directors has approved increases in the amount authorized to be purchased under that program. On February 2, 2017, the Board of Directors approved a further increase in that authorization to an aggregate of $2.1 billion . This program expires on December 31, 2019. We intend to repurchase shares of common stock in open market transactions in order to offset new shares issued under equity compensation programs and to provide for additional shareholder returns. During the first quarter of 2017 , we repurchased 696,494 shares at an average price, including commissions, of $35.89 per share, or $25 million in the aggregate. Since 2013, we repurchased 31,910,604 shares at an average price, including commissions, of $29.41 per share, or $938 million in the aggregate.

In addition, we may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of the stock options or the vesting or payment of stock awards. During the first three months of 2017, we did not repurchase any shares from employees.

- 22 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13. CHANGES IN SHAREHOLDERS’ EQUITY

The following tables present the changes in shareholders’ equity for the three months ended March 31, 2017 and 2016 :



	March 31, 2017								March 31, 2016
(In millions)	Goodyear Shareholders’ Equity			Minority Shareholders’ Equity – Nonredeemable		Total Shareholders’ Equity			Goodyear Shareholders’ Equity			Minority Shareholders’ Equity – Nonredeemable			Total Shareholders’ Equity
Balance at beginning of period	$	4,507		$	218	$	4,725		$	3,920		$	222		$	4,142
Comprehensive income (loss):
Net income	166			3		169			184			5			189
Foreign currency translation, net of tax of $3 in 2017 ($17 in 2016)	78			6		84			53			7			60
Amortization of prior service cost and unrecognized gains (losses) included in total benefit cost, net of tax of $10 in 2017 ($8 in 2016)	20			—		20			16			—			16
Decrease in net actuarial losses, net of tax of $1 in 2017 (($1) in 2016)	4			—		4			—			—			—
Deferred derivative gains (losses), net of tax of ($2) in 2017 (($1) in 2016)	(6		)	—		(6		)	(6		)	—			(6		)
Reclassification adjustment for amounts recognized in income, net of tax of ($1) in 2017 (($1) in 2016)	(1		)	—		(1		)	(3		)	—			(3		)
Other comprehensive income (loss)	95			6		101			60			7			67
Total comprehensive income (loss)	261			9		270			244			12			256
Dividends declared to minority shareholders	—			—		—			—			(6		)	(6		)
Stock-based compensation plans (Note 10)	6			—		6			7			—			7
Repurchase of common stock (Note 12)	(25		)	—		(25		)	(50		)	—			(50		)
Dividends declared (Note 12)	(25		)	—		(25		)	(19		)	—			(19		)
Common stock issued from treasury	9			—		9			2			—			2
Balance at end of period	$	4,733		$	227	$	4,960		$	4,104		$	228		$	4,332

- 23 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 14. RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents changes in Accumulated Other Comprehensive Loss (AOCL), by component, for the three months ended March 31, 2017 and 2016 :



(In millions) Income (Loss)	Foreign Currency Translation Adjustment			Unrecognized Net Actuarial Losses and Prior Service Costs			Deferred Derivative Gains (Losses)			Total
Balance at December 31, 2016	$	(1,155	)	$	(3,053	)	$	10		$	(4,198	)
Other comprehensive income (loss) before reclassifications	78			4			(6		)	76
Amounts reclassified from accumulated other comprehensive loss	—			20			(1		)	19
Balance at March 31, 2017	$	(1,077	)	$	(3,029	)	$	3		$	(4,103	)

	Foreign Currency Translation Adjustment			Unrecognized Net Actuarial Losses and Prior Service Costs			Deferred Derivative Gains (Losses)			Total
Balance at December 31, 2015	$	(946	)	$	(3,071	)	$	7		$	(4,010	)
Other comprehensive income (loss) before reclassifications	53			—			(6		)	47
Amounts reclassified from accumulated other comprehensive loss	—			16			(3		)	13
Balance at March 31, 2016	$	(893	)	$	(3,055	)	$	(2	)	$	(3,950	)

The following table presents reclassifications out of Accumulated Other Comprehensive Loss:



	Three Months Ended March 31,
(In millions) (Income) Expense	2017			2016
Component of AOCL	Amount Reclassified from AOCL						Affected Line Item in the Consolidated Statements of Operations
Amortization of prior service cost and unrecognized gains and losses	$	30		$	24		Total Benefit Cost
Tax effect	(10		)	(8		)	United States and Foreign Taxes
Minority interest	—			—			Minority Shareholders' Net Income
Net of tax	$	20		$	16		Goodyear Net Income

Deferred Derivative (Gains) Losses, before tax	$	(2	)	$	(4	)	Cost of Goods Sold
Tax effect	1			1			United States and Foreign Taxes
Minority interest	—			—			Minority Shareholders' Net Income
Net of tax	$	(1	)	$	(3	)	Goodyear Net Income

Total reclassifications	$	19		$	13		Goodyear Net Income

Amortization of prior service cost and unrecognized gains and losses are included in the computation of total benefit cost. For further information, refer to Note to the Consolidated Financial Statements No. 9, Pension, Savings and Other Postretirement Benefit Plans, in this Form 10-Q and No. 17, Pension, Other Postretirement Benefits and Savings Plans, in our 2016 Form 10-K.

- 24 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 15. CONSOLIDATING FINANCIAL INFORMATION

Certain of our subsidiaries have guaranteed our obligations under the $282 million outstanding principal amount of 8.75% notes due 2020 , the $700 million outstanding principal amount of 7% senior notes due 2022 , the $1.0 billion outstanding principal amount of 5.125% senior notes due 2023 , the $900 million outstanding principal amount of 5% senior notes due 2026 and the $700 million outstanding principal amount of 4.875% senior notes due 2027 (collectively, the “notes”). The following presents the condensed consolidating financial information separately for:


(i)	The Goodyear Tire & Rubber Company (the “Parent Company”), the issuer of the guaranteed obligations;


(ii)	Guarantor Subsidiaries, on a combined basis, as specified in the indentures related to Goodyear’s obligations under the notes;


(iii)	Non-Guarantor Subsidiaries, on a combined basis;


(iv)	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, (b) eliminate the investments in our subsidiaries, and (c) record consolidating entries; and


(v)	The Goodyear Tire & Rubber Company and Subsidiaries on a consolidated basis.

Each guarantor subsidiary is 100% owned by the Parent Company at the date of each balance sheet presented. The notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Changes in intercompany receivables and payables related to operations, such as intercompany sales or service charges, are included in cash flows from operating activities. Intercompany transactions reported as investing or financing activities include the sale of capital stock, loans and other capital transactions between members of the consolidated group. During the first quarter of 2017, one of our guarantor subsidiaries merged with the Parent Company. We have changed the prior year consolidating financial statements to conform to the current structure. As a result, Parent Company Total Assets decreased $113 million and Guarantor Subsidiaries Total Assets decreased $358 million , with corresponding offsetting adjustments presented on the same line items in the Consolidating Entries and Eliminations column, as of December 31, 2016. In addition, Parent Company Total Liabilities decreased $113 million , Guarantor Subsidiaries Total Liabilities decreased $46 million and Guarantor Subsidiaries Total Shareholders' Equity decreased $312 million , with corresponding offsetting adjustments presented on the same line items in the Consolidating Entries and Eliminations column, as of December 31, 2016. Furthermore, Net Income increased $6 million for Guarantor Subsidiaries, with corresponding offsetting adjustments presented on the same line items in the Consolidating Entries and Eliminations column, for the three months ended March 31, 2016. The change did not impact the Non-Guarantor Subsidiaries presentation in the previously issued consolidating financial statements.

During the first quarter of 2017, we revised the presentation of eliminations of certain intercompany transactions solely between Non-Guarantor Subsidiaries within the consolidating statement of operations for the three months ended March 31, 2016. The revision did not impact the presentation of amounts in previously issued consolidating financial statements for the Parent Company or Guarantor Subsidiaries columns, nor did it impact amounts previously reported in the Company's Consolidated Statements of Operations. Certain eliminations solely between Non-Guarantor Subsidiaries that were previously presented within the Consolidating Entries and Eliminations column are now presented within the Non-Guarantor Subsidiaries column. Under the prior presentation, the Non-Guarantor Subsidiaries column in the consolidating statement of operations was $292 million lower for both Net Sales and Cost of Goods Sold with corresponding offsetting adjustments presented on the same line items in the Consolidating Entries and Eliminations column. We do not consider these changes in presentation to be material to any previously issued financial statements as the primary purpose of this disclosure is to provide our noteholders with visibility into the entities that provide guarantees in support of the notes, which is disclosed in the Parent Company and Guarantor Subsidiaries columns which are not affected by the revisions described above.

Certain Non-Guarantor Subsidiaries of the Parent Company are limited in their ability to remit funds to it by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries.

- 25 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Balance Sheet
	March 31, 2017
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	118	$	25	$	818	$	—		$	961
Accounts Receivable, net	629		119		1,522		—			2,270
Accounts Receivable From Affiliates	—		232		—		(232		)	—
Inventories	1,569		34		1,264		(22		)	2,845
Prepaid Expenses and Other Current Assets	85		1		161		2			249
Total Current Assets	2,401		411		3,765		(252		)	6,325
Goodwill	24		—		399		122			545
Intangible Assets	117		—		19		—			136
Deferred Income Taxes	1,962		31		378		—			2,371
Other Assets	223		53		402		4			682
Investments in Subsidiaries	4,527		562		—		(5,089		)	—
Property, Plant and Equipment, net	2,490		343		4,328		(26		)	7,135
Total Assets	$	11,744	$	1,400	$	9,291	$	(5,241	)	$	17,194
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	896	$	114	$	1,621	$	—		$	2,631
Accounts Payable to Affiliates	66		—		166		(232		)	—
Compensation and Benefits	336		16		216		—			568
Other Current Liabilities	386		2		654		(2		)	1,040
Notes Payable and Overdrafts	—		—		217		—			217
Long Term Debt and Capital Leases Due Within One Year	5		—		453		1			459
Total Current Liabilities	1,689		132		3,327		(233		)	4,915
Long Term Debt and Capital Leases	4,290		—		967		—			5,257
Compensation and Benefits	622		98		672		—			1,392
Deferred Income Taxes	—		1		85		—			86
Other Long Term Liabilities	410		11		162		1			584
Total Liabilities	7,011		242		5,213		(232		)	12,234
Commitments and Contingent Liabilities
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock	252		—		—		—			252
Other Equity	4,481		1,158		3,851		(5,009		)	4,481
Goodyear Shareholders’ Equity	4,733		1,158		3,851		(5,009		)	4,733
Minority Shareholders’ Equity — Nonredeemable	—		—		227		—			227
Total Shareholders’ Equity	4,733		1,158		4,078		(5,009		)	4,960
Total Liabilities and Shareholders’ Equity	$	11,744	$	1,400	$	9,291	$	(5,241	)	$	17,194

- 26 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Balance Sheet
	December 31, 2016
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	188	$	55	$	889	$	—		$	1,132
Accounts Receivable, net	589		106		1,074		—			1,769
Accounts Receivable From Affiliates	—		277		270		(547		)	—
Inventories	1,443		25		1,178		(19		)	2,627
Prepaid Expenses and Other Current Assets	57		3		130		—			190
Total Current Assets	2,277		466		3,541		(566		)	5,718
Goodwill	24		—		391		120			535
Intangible Assets	118		—		18		—			136
Deferred Income Taxes	2,010		31		373		—			2,414
Other Assets	223		53		387		5			668
Investments in Subsidiaries	4,344		541		—		(4,885		)	—
Property, Plant and Equipment, net	2,481		308		4,279		(28		)	7,040
Total Assets	$	11,477	$	1,399	$	8,989	$	(5,354	)	$	16,511
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	905	$	142	$	1,542	$	—		$	2,589
Accounts Payable to Affiliates	547		—		—		(547		)	—
Compensation and Benefits	365		15		204		—			584
Other Current Liabilities	355		—		611		(3		)	963
Notes Payable and Overdrafts	—		—		245		—			245
Long Term Debt and Capital Leases Due Within One Year	6		—		430		—			436
Total Current Liabilities	2,178		157		3,032		(550		)	4,817
Long Term Debt and Capital Leases	3,685		—		1,113		—			4,798
Compensation and Benefits	682		98		680		—			1,460
Deferred Income Taxes	—		1		84		—			85
Other Long Term Liabilities	425		12		188		1			626
Total Liabilities	6,970		268		5,097		(549		)	11,786
Commitments and Contingent Liabilities
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock	252		—		—		—			252
Other Equity	4,255		1,131		3,674		(4,805		)	4,255
Goodyear Shareholders’ Equity	4,507		1,131		3,674		(4,805		)	4,507
Minority Shareholders’ Equity — Nonredeemable	—		—		218		—			218
Total Shareholders’ Equity	4,507		1,131		3,892		(4,805		)	4,725
Total Liabilities and Shareholders’ Equity	$	11,477	$	1,399	$	8,989	$	(5,354	)	$	16,511

- 27 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Consolidating Statements of Operations
	Three Months Ended March 31, 2017
(In millions)	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	1,767		$	299	$	2,302		$	(669	)	$	3,699
Cost of Goods Sold	1,380			274		1,796			(685		)	2,765
Selling, Administrative and General Expense	259			9		312			(1		)	579
Rationalizations	1			—		28			—			29
Interest Expense	65			2		31			(11		)	87
Other (Income) Expense	(19		)	2		(4		)	21			—
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	81			12		139			7			239
United States and Foreign Taxes	43			3		29			(5		)	70
Equity in Earnings of Subsidiaries	128			15		—			(143		)	—
Net Income (Loss)	166			24		110			(131		)	169
Less: Minority Shareholders’ Net Income	—			—		3			—			3
Goodyear Net Income (Loss)	$	166		$	24	$	107		$	(131	)	$	166
Comprehensive Income (Loss)	$	261		$	28	$	194		$	(213	)	$	270
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—		9			—			9
Goodyear Comprehensive Income (Loss)	$	261		$	28	$	185		$	(213	)	$	261



	Consolidating Statements of Operations
	Three Months Ended March 31, 2016
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	1,787		$	314		$	2,256		$	(666	)	$	3,691
Cost of Goods Sold	1,330			295			1,777			(701		)	2,701
Selling, Administrative and General Expense	270			10			336			(1		)	615
Rationalizations	2			—			9			—			11
Interest Expense	68			3			31			(11		)	91
Other (Income) Expense	(4		)	1			(17		)	26			6
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	121			5			120			21			267
United States and Foreign Taxes	56			(3		)	26			(1		)	78
Equity in Earnings of Subsidiaries	119			20			—			(139		)	—
Net Income (Loss)	184			28			94			(117		)	189
Less: Minority Shareholders’ Net Income	—			—			5			—			5
Goodyear Net Income (Loss)	$	184		$	28		$	89		$	(117	)	$	184
Comprehensive Income (Loss)	$	244		$	13		$	155		$	(156	)	$	256
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			12			—			12
Goodyear Comprehensive Income (Loss)	$	244		$	13		$	143		$	(156	)	$	244

- 28 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Statement of Cash Flows
	Three Months Ended March 31, 2017
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	$	(81	)	$	(4	)	$	(191	)	$	(10	)	$	(286	)
Cash Flows from Investing Activities:
Capital Expenditures	(113		)	(49		)	(109		)	—			(271		)
Asset Dispositions	1			—			—			—			1
Short Term Securities Acquired	—			—			(11		)	—			(11		)
Short Term Securities Redeemed	—			—			11			—			11
Capital Contributions and Loans Incurred	(23		)	—			(30		)	53			—
Capital Redemptions and Loans Paid	—			—			448			(448		)	—
Total Cash Flows from Investing Activities	(135		)	(49		)	309			(395		)	(270		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	—			—			51			—			51
Short Term Debt and Overdrafts Paid	—			—			(82		)	—			(82		)
Long Term Debt Incurred	1,270			—			568			—			1,838
Long Term Debt Paid	(655		)	—			(714		)	—			(1,369		)
Common Stock Issued	9			—			—			—			9
Common Stock Repurchased	(25		)	—			—			—			(25		)
Common Stock Dividends Paid	(25		)	—			—			—			(25		)
Capital Contributions and Loans Incurred	30			23			—			(53		)	—
Capital Redemptions and Loans Paid	(448		)	—			—			448			—
Intercompany Dividends Paid	—			—			(10		)	10			—
Debt Related Costs and Other Transactions	12			—			(11		)	—			1
Total Cash Flows from Financing Activities	168			23			(198		)	405			398
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	—			—			20			—			20
Net Change in Cash, Cash Equivalents and Restricted Cash	(48		)	(30		)	(60		)	—			(138		)
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period	210			55			924			—			1,189
Cash, Cash Equivalents and Restricted Cash at End of the Period	$	162		$	25		$	864		$	—		$	1,051

- 29 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Statement of Cash Flows
	Three Months Ended March 31, 2016
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	$	(315	)	$	2		$	(43	)	$	(16	)	$	(372	)
Cash Flows from Investing Activities:
Capital Expenditures	(116		)	(16		)	(123		)	2			(253		)
Asset Dispositions	—			—			1			—			1
Short Term Securities Acquired	—			—			(12		)	—			(12		)
Capital Contributions and Loans Incurred	(34		)	—			(100		)	134			—
Capital Redemptions and Loans Paid	25			—			—			(25		)	—
Total Cash Flows from Investing Activities	(125		)	(16		)	(234		)	111			(264		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	—			—			26			—			26
Short Term Debt and Overdrafts Paid	—			—			(2		)	—			(2		)
Long Term Debt Incurred	320			—			765			—			1,085
Long Term Debt Paid	(51		)	—			(771		)	—			(822		)
Common Stock Issued	2			—			—			—			2
Common Stock Repurchased	(50		)	—			—			—			(50		)
Common Stock Dividends Paid	(19		)	—			—			—			(19		)
Capital Contributions and Loans Incurred	100			—			34			(134		)	—
Capital Redemptions and Loans Paid	—			(25		)	—			25			—
Intercompany Dividends Paid	—			—			(11		)	11			—
Transactions with Minority Interests in Subsidiaries	—			—			(6		)	—			(6		)
Debt Related Costs and Other Transactions	(1		)	—			(12		)	3			(10		)
Total Cash Flows from Financing Activities	301			(25		)	23			(95		)	204
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash	—			2			26			—			28
Net Change in Cash, Cash Equivalents and Restricted Cash	(139		)	(37		)	(228		)	—			(404		)
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period	361			67			1,074			—			1,502
Cash, Cash Equivalents and Restricted Cash at End of the Period	$	222		$	30		$	846		$	—		$	1,098

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

All per share amounts are diluted and refer to Goodyear net income (loss).

OVERVIEW

The Goodyear Tire & Rubber Company is one of the world’s leading manufacturers of tires, with one of the most recognizable brand names in the world and operations in most regions of the world. We have a broad global footprint with 48 manufacturing facilities in 21 countries, including the United States. We operate our business through three operating segments representing our regional tire businesses: Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific.

Results of Operations

In the first quarter of 2017, we continued to experience volatile global industry conditions, including rising raw material costs and weaker demand in some markets. We experienced mixed industry conditions in Americas, where we experienced weakening demand for original equipment (“OE”) tires in the United States but began to see signs of economic recovery in Brazil. In EMEA, we continued to pursue our strategy of focusing on more profitable segments of the market, such as larger rim diameter tires, which drove increases in price and product mix. In Asia Pacific, declines in OE sales were offset by increased replacement sales in the region.

Our first quarter of 2017 results reflect a 3.5% decrease in tire unit shipments compared to the first quarter of 2016. In the first quarter of 2017, we realized approximately $71 million of cost savings, including raw material cost saving measures of approximately $30 million, which exceeded the impact of general inflation.

Net sales in the first quarter of 2017 were $3,699 million , compared to $3,691 million in the first quarter of 2016 . Net sales increased in the first quarter of 2017 due to increases in price and product mix and higher sales in other tire-related businesses, primarily related to higher prices for third-party chemical sales in Americas. These increases were partially offset by lower tire unit volumes in Americas and EMEA.

In the first quarter of 2017 , Goodyear net income was $166 million , or $0.65 per share, compared to $184 million , or $0.68 per share, in the first quarter of 2016 . The decrease in Goodyear net income in the first quarter of 2017 compared to the first quarter of 2016 was primarily driven by lower segment operating income and increased rationalization charges, primarily related to SAG headcount reductions in certain countries in EMEA and a plan to improve operating efficiency in EMEA.

Our total segment operating income for the first quarter of 2017 was $385 million , compared to $419 million in the first quarter of 2016 . The $34 million decrease in segment operating income was due to lower volume of $34 million, primarily in Americas and EMEA, higher conversion costs of $31 million, primarily due to higher under-absorbed overhead as a result of lower production volume, primarily in Americas and EMEA, and lower income in other tire-related businesses of $9 million. These declines were partially offset by an increase in price and product mix of $47 million, which exceeded increased raw material costs of $12 million, and a $21 million decrease in selling, administrative and general expense ("SAG"), primarily related to lower advertising costs, savings from rationalization plans, and lower incentive compensation. Refer to "Results of Operations — Segment Information” for additional information.

At March 31, 2017 , we had $961 million of Cash and cash equivalents as well as $3,071 million of unused availability under our various credit agreements, compared to $1,132 million and $2,970 million, respectively, at December 31, 2016 . Cash and cash equivalents decreased by $171 million from December 31, 2016 due primarily to cash used for working capital of $596 million, capital expenditures of $271 million, and $50 million in common stock repurchases and dividends. These uses of cash were partially offset by net income of $169 million, which included non-cash depreciation and amortization charges of $185 million, and net borrowings of $438 million. Refer to "Liquidity and Capital Resources" for additional information.

Outlook

We now expect that our full-year tire unit volume for 2017 will be flat compared to 2016, and for unabsorbed fixed overhead costs to be approximately $85 million higher in 2017 compared to 2016. We continue to expect cost savings to more than offset general inflation in 2017. Based on current spot rates, we now expect foreign currency translation to negatively affect segment operating income by approximately $30 million in 2017 compared to 2016.

Based on current raw material spot prices, for the full year of 2017, we now expect our raw material costs will be approximately 20% higher than 2016, excluding raw material cost saving measures. We continue to expect those higher raw material costs to be offset by improvements in price and product mix. Natural and synthetic rubber prices and other commodity prices historically have experienced significant volatility, and this estimate could change significantly based on fluctuations in the cost of these and other key raw materials. We are continuing to focus on price and product mix, to substitute lower cost materials where possible, to work to identify additional substitution opportunities, to reduce the amount of material required in each tire, and to pursue alternative raw materials.

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Refer to “Forward-Looking Information — Safe Harbor Statement” for a discussion of our use of forward-looking statements in this Form 10-Q.

RESULTS OF OPERATIONS

CONSOLIDATED

Net sales in the first quarter of 2017 were $3,699 million , increasing $8 million , or 0.2% , from $3,691 million in the first quarter of 2016 . Goodyear net income was $166 million , or $0.65 per share, in the first quarter of 2017 , compared to $184 million , or $0.68 per share, in the first quarter of 2016 .

Net sales increased in the first quarter of 2017 , due primarily to increases in price and product mix of $81 million and higher sales in other tire-related businesses of $46 million, primarily related to higher prices for third-party chemical sales in Americas. These increases were partially offset by lower tire unit volume of $118 million, primarily in Americas and EMEA.

Worldwide tire unit sales in the first quarter of 2017 were 40.0 million units, decreasing 1.5 million units, or 3.5% , from 41.5 million units in the first quarter of 2016 . OE tire volume decreased 1.0 million units, or 7.6% , primarily in Americas and Asia Pacific. Replacement tire volume decreased 0.5 million units, or 1.7% , primarily in EMEA.

Cost of goods sold (“CGS”) in the first quarter of 2017 was $2,765 million , increasing $64 million , or 2.4% , from $2,701 million in the first quarter of 2016 . CGS increased due to higher costs in other tire-related businesses of $55 million, primarily related to third-party chemical sales in Americas, increases in product mix-related manufacturing costs of $34 million, higher conversion costs of $31 million, primarily due to increased under-absorbed overhead as a result of lower production volume in Americas and EMEA, higher raw material costs of $12 million, foreign currency translation of $5 million, and $5 million in incremental start-up costs associated with our new plant in Mexico. These increases were partially offset by lower tire volume of $84 million.

CGS in the first quarter of 2017 included pension expense of $12 million, which decreased from $13 million in the first quarter of 2016. CGS in the first quarter of 2017 included accelerated depreciation of $8 million ($5 million after-tax and minority) primarily related to our announced plan to close our manufacturing facility in Philippsburg, Germany compared to $2 million ($2 million after-tax and minority) in the first quarter of 2016 primarily related to our plan to close our Wolverhampton, U.K. facility. CGS in the first quarter of 2017 and 2016 also included incremental savings from rationalization plans of $4 million and $1 million, respectively. CGS was 74.7% of sales in the first quarter of 2017 compared to 73.2% in the first quarter of 2016.

SAG in the first quarter of 2017 was $579 million , decreasing $36 million , or 5.9% , from $615 million in the first quarter of 2016 . SAG decreased primarily due to lower wages and benefits of $23 million, primarily due to lower incentive compensation, and lower advertising costs of $13 million.

SAG in the first quarter of 2017 included pension expense of $9 million, compared to $7 million in 2016. SAG in the first quarter of 2017 and 2016 also included incremental savings from rationalization plans of $9 million and $8 million, respectively. SAG was 15.7% of sales in the first quarter of 2017 , compared to 16.7% in the first quarter of 2016 .

We recorded net rationalization charges of $29 million ($20 million after-tax and minority) in the first quarter of 2017 and net rationalization charges of $11 million ($10 million after-tax and minority) in the first quarter of 2016 . In the first quarter of 2017, we recorded charges of $23 million for rationalization actions initiated during the quarter, which primarily related to SAG headcount reductions and a plan to improve operating efficiency in EMEA. We also recorded charges of $6 million related to prior year plans, primarily related to the closure of our Wolverhampton, U.K. mixing and retreading facility and the plan to transfer consumer tire production from our manufacturing facility in Wittlich, Germany to other manufacturing facilities in EMEA, and the announced plan to close our tire manufacturing facility in Philippsburg, Germany. In the first quarter of 2016, we recorded charges of $11 million for rationalization actions related to prior plans, primarily the closure of one of our manufacturing facilities in Amiens, France.

Interest expense in the first quarter of 2017 was $87 million , decreasing $4 million , or 4.4% , from $91 million in the first quarter of 2016. The decrease was due to a lower average debt balance of $5,706 million in the first quarter of 2017 as compared to $5,892 million in the first quarter of 2016, and a lower average interest rate of 6.10% in the first quarter of 2017 compared to 6.18% in the first quarter of 2016 .

Other (Income) Expense in the first quarter of 2017 was $0 million , compared to $6 million of expense in the first quarter of 2016. The decrease primarily relates to redemption premiums paid in connection with the redemption of notes during the first quarter of 2016.

In the first quarter of 2017 , we recorded tax expense of $70 million on income before income taxes of $239 million . The income tax expense for the three months ended March 31, 2017 was favorably impacted by $2 million ($2 million after minority interest) of various discrete tax adjustments. In the first quarter of 2016, we recorded tax expense of $78 million on income before income taxes of $267 million . Income tax expense for the three months ended March 31, 2016 was favorably impacted by $12 million ($11 million after minority interest) of discrete tax adjustments, comprised of a $7 million tax benefit for the release of a valuation

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allowance in Brazil due to the collection of a receivable that had previously been written off as uncollectible and $5 million of tax benefits for various other discrete tax adjustments.

Minority shareholders’ net income in the first quarter of 2017 was $3 million , compared to $5 million in 2016 .

SEGMENT INFORMATION

Segment information reflects our strategic business units (“SBUs”), which are organized to meet customer requirements and global competition and are segmented on a regional basis.

Results of operations are measured based on net sales to unaffiliated customers and segment operating income. Each segment exports tires to other segments. The financial results of each segment exclude sales of tires exported to other segments, but include operating income derived from such transactions. Segment operating income is computed as follows: Net Sales less CGS (excluding asset write-off and accelerated depreciation charges) and SAG (including certain allocated corporate administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates. Segment operating income does not include net rationalization charges (credits), asset sales and certain other items including pension curtailments and settlements.

Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating income is the sum of the individual SBUs’ segment operating income. Refer to Note to the Consolidated Financial Statements No. 6, Business Segments, in this Form 10-Q for further information and for a reconciliation of total segment operating income to Income before Income Taxes.

Total segment operating income in the first quarter of 2017 was $385 million , decreasing $34 million , or 8.1% , from $419 million in the first quarter of 2016 . Total segment operating margin (segment operating income divided by segment sales) in the first quarter of 2017 was 10.4% , compared to 11.4% in the first quarter of 2016 .

Americas



	Three Months Ended March 31,
										Percent
(In millions)	2017			2016			Change			Change
Tire Units	17.2			18.0			(0.8		)	(4.6	)%
Net Sales	$	1,958		$	1,951		$	7		0.4	%
Operating Income	214			260			(46		)	(17.7	)%
Operating Margin	10.9		%	13.3		%

Three Months Ended March 31, 2017 and 2016

Americas unit sales in the first quarter of 2017 decreased 0.8 million units, or 4.6%, to 17.2 million units. OE tire volume decreased 0.6 million units, or 12.3%, primarily in consumer OE in the United States, driven by reduced OEM production. Replacement tire volume decreased 0.2 million units, or 1.5%, primarily in consumer replacement in the United States, partially offset by an increase in Brazil. Declines in consumer replacement volumes in the United States were driven by lower volumes in 16 inch and below rim size tires, which were partially offset by volume increases in 17 inch and above rim size tires.

Net sales in the first quarter of 2017 were $1,958 million , increasing $7 million , or 0.4% , from $1,951 million in the first quarter of 2016 . The increase in net sales was driven by higher sales in our other tire-related businesses of $47 million, primarily due to an increase in price for third-party sales of chemical products, and favorable foreign currency translation of $35 million, primarily in Brazil. These increases were partially offset by lower tire volume of $71 million and unfavorable price and product mix of $4 million.

Operating income in the first quarter of 2017 was $214 million , decreasing $46 million , or 17.7% , from $260 million in the first quarter of 2016 . The decrease in operating income was due to unfavorable conversion costs of $23 million, primarily due to

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increased under-absorbed overhead resulting from lower tire production in both consumer and commercial, lower tire volume of $20 million, lower income in other tire-related businesses of $6 million, and incremental start-up costs of $5 million associated with our new plant in San Luis Potosi, Mexico. These decreases were partially offset by improved price and product mix of $4 million and lower raw material costs of $3 million. SAG included incremental savings from rationalization plans of $7 million.

Operating income in the first quarter of 2017 excluded rationalization charges of $1 million and net gains on asset sales of $1 million. Operating income in the first quarter of 2016 excluded rationalization charges of $3 million.

Europe, Middle East and Africa



	Three Months Ended March 31,
										Percent
(In millions)	2017			2016			Change			Change
Tire Units	15.5			16.2			(0.7		)	(3.8	)%
Net Sales	$	1,239		$	1,251		$	(12	)	(1.0	)%
Operating Income	98			80			18			22.5	%
Operating Margin	7.9		%	6.4		%

Three Months Ended March 31, 2017 and 2016

Europe, Middle East and Africa unit sales in the first quarter of 2017 decreased 0.7 million units, or 3.8% , to 15.5 million units. Replacement tire volume decreased 0.6 million units, or 4.8%, driven by lower consumer replacement volumes in 16 inch and below rim size tires, primarily due to the Company's strategy to reduce exposure at the lower end of the market, which has been influenced by increased competition, including low-cost imports. This decrease was partially offset by volume increases in 17 inch and above rim size tires. OE tire volume decreased 0.1 million units, or 1.4%, primarily in our consumer business.

Net sales in the first quarter of 2017 were $1,239 million , decreasing $12 million , or 1.0% , from $1,251 million in the first quarter of 2016 . Net sales decreased due to lower tire unit volume of $47 million and unfavorable foreign currency translation of $33 million, mainly driven by the devaluation of the euro. These decreases were partially offset by improvements in price and product mix of $68 million driven primarily by increased sales of larger rim size tires.

Operating income in the first quarter of 2017 was $98 million , increasing $18 million , or 22.5% , from $80 million in the first quarter of 2016 . Operating income increased primarily due to improvements in price and product mix of $27 million, which more than offset increased raw material costs of $4 million, and lower SAG of $21 million, driven by lower advertising costs and incentive compensation. These increases were partially offset by lower tire unit volume of $13 million, higher conversion costs of $9 million, due to increased under-absorbed overhead resulting from lower tire production volumes, and unfavorable foreign currency translation of $5 million. SAG and conversion costs included incremental savings from rationalization plans of $2 million and $4 million, respectively, primarily related to plans initiated to streamline operations and reduce complexity across EMEA.

Operating income in the first quarter of 2017 excluded net rationalization charges of $27 million , primarily related to rationalization plans initiated to streamline operations and reduce complexity across EMEA, and accelerated depreciation of $8 million, primarily related to the announced plan to close our tire manufacturing facility in Philippsburg, Germany. Operating income in the first quarter of 2016 excluded net rationalization charges of $8 million, primarily related to the closure of one of our Amiens, France manufacturing facilities, and accelerated depreciation charges of $2 million related to the closure of our Wolverhampton, U.K. mixing and retreading facility.

Asia Pacific



	Three Months Ended March 31,
										Percent
(In millions)	2017			2016			Change			Change
Tire Units	7.3			7.3			—			(0.2	)%
Net Sales	$	502		$	489		$	13		2.7	%
Operating Income	73			79			(6		)	(7.6	)%
Operating Margin	14.5		%	16.2		%

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Three Months Ended March 31, 2017 and 2016

Asia Pacific unit sales in the first quarter of 2017 were consistent with the first quarter of 2016 at 7.3 million units. Replacement tire volume increased 0.3 million units, or 6.8%, primarily in the consumer business due to growth in China. OE tire volume decreased 0.3 million units, or 9.2%, primarily related to reduced consumer OE demand in China.

Net sales in the first quarter of 2017 were $502 million , increasing $13 million , or 2.7% , from $489 million in the first quarter of 2016 . Net sales increased by $17 million due to higher price and product mix, primarily related to the growth of the consumer replacement business in China. This increase was partially offset by lower sales in other tire-related businesses of $2 million and unfavorable foreign currency translation of $2 million, primarily related to the strengthening of the U.S. dollar against the Chinese yuan which more than offset favorable currency translation of the Australian dollar.

Operating income in the first quarter of 2017 was $73 million , decreasing $6 million , or 7.6% , from $79 million in the first quarter of 2016 . Operating income decreased due to lower income in other tire-related businesses of $4 million and a decrease of $5 million in several other drivers, which included a decrease in incentives received for the expansion of our factory in China, lower tire volume, higher SAG and unfavorable foreign currency translation. These decreases were partially offset by higher price and product mix of $16 million, which more than offset the effect of higher raw material costs of $11 million.

Operating income in the first quarter of 2017 excluded net rationalization charges of $1 million. Operating income in the first quarter of 2016 excluded net gains on asset sales of $1 million.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash generated from our operating and financing activities. Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital.

At March 31, 2017 , we had $961 million in Cash and cash equivalents, compared to $1,132 million at December 31, 2016 . For the three months ended March 31, 2017 , net cash used by operating activities was $286 million , primarily driven by cash used for working capital of $596 million, that was partially offset by net income of $169 million, which included non-cash charges for depreciation and amortization of $185 million. Net cash used in investing activities was $270 million , reflecting capital expenditures of $271 million. Net cash provided by financing activities was $398 million , primarily due to net borrowings of $438 million, partially offset by cash used for common stock repurchases and dividends of $50 million.

At March 31, 2017 , we had $3,071 million of unused availability under our various credit agreements, compared to $2,970 million at December 31, 2016 . The table below presents unused availability under our credit facilities at those dates:



	March 31,		December 31,
(In millions)	2017		2016
First lien revolving credit facility	$	1,509	$	1,506
European revolving credit facility	587		579
Chinese credit facilities	225		252
Other foreign and domestic debt	452		319
Notes payable and overdrafts	298		314
	$	3,071	$	2,970

We have deposited our cash and cash equivalents and entered into various credit agreements and derivative contracts with financial institutions that we considered to be substantial and creditworthy at the time of such transactions. We seek to control our exposure to these financial institutions by diversifying our deposits, credit agreements and derivative contracts across multiple financial institutions, by setting deposit and counterparty credit limits based on long term credit ratings and other indicators of credit risk such as credit default swap spreads, and by monitoring the financial strength of these financial institutions on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to financial institutions in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a financial institution. However, we cannot provide assurance that we will not experience losses or delays in accessing our deposits or lines of credit due to the nonperformance of a financial institution. Our inability to access our cash deposits or make draws on our lines of credit, or the inability of a counterparty to fulfill its contractual obligations to us, could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.

We expect our 2017 cash flow needs to include capital expenditures of approximately $1.0 billion. We also expect interest expense to range between $340 million and $365 million, restructuring payments to be approximately $150 million, dividends on our common stock to be approximately $100 million, and contributions to our funded non-U.S. pension plans to be approximately $50 million to $75 million. We expect working capital to be a use of cash of approximately $200 million in 2017. We intend to

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operate the business in a way that allows us to address these needs with our existing cash and available credit if they cannot be funded by cash generated from operations.

We believe that our liquidity position is adequate to fund our operating and investing needs and debt maturities in 2017 and to provide us with flexibility to respond to further changes in the business environment.

Our ability to service debt and operational requirements is also dependent, in part, on the ability of our subsidiaries to make distributions of cash to various other entities in our consolidated group, whether in the form of dividends, loans or otherwise. In certain countries where we operate, such as China and South Africa, transfers of funds into or out of such countries by way of dividends, loans, advances or payments to third-party or affiliated suppliers are generally or periodically subject to certain requirements, such as obtaining approval from the foreign government and/or currency exchange board before net assets can be transferred out of the country. In addition, certain of our credit agreements and other debt instruments limit the ability of foreign subsidiaries to make distributions of cash. Thus, we would have to repay and/or amend these credit agreements and other debt instruments in order to use this cash to service our consolidated debt. Because of the inherent uncertainty of satisfactorily meeting these requirements or limitations, we do not consider the net assets of our subsidiaries, including our Chinese and South African subsidiaries, that are subject to such requirements or limitations to be integral to our liquidity or our ability to service our debt and operational requirements. At March 31, 2017 , approximately $751 million of net assets, including $198 million of cash and cash equivalents, were subject to such requirements. The requirements we must comply with to transfer funds out of China and South Africa have not adversely impacted our ability to make transfers out of those countries.

Operating Activities

Net cash used by operating activities was $286 million in the first three months of 2017 , compared to $372 million in the first three months of 2016 .

Net cash used by operating activities in the first three months of 2017 decreased compared to 2016 primarily due to a decrease of $169 million in cash used for accounts payable, primarily related to the timing of current year payments, with recent raw material price increases being included in Accounts Payable-Trade on the balance sheet at March 31, 2017. Lower compensation and benefits of $39 million also benefited the first three months of 2017, driven by lower incentive compensation. These positive impacts to cash flows from operating activities were partially offset by increased uses of cash for inventories and accounts receivable, reflecting the impact of higher raw material prices on our costs and pricing.

Investing Activities

Net cash used in investing activities was $270 million in the first three months of 2017 , compared to $264 million in the first three months of 2016 . Capital expenditures were $271 million in the first three months of 2017 , compared to $253 million in the first three months of 2016 . Beyond expenditures required to sustain our facilities, capital expenditures in 2017 and 2016 primarily related to the construction of a new manufacturing facility in Mexico and investments in additional capacity around the world.

Financing Activities

Net cash provided by financing activities was $398 million in the first three months of 2017 , compared to $204 million in the first three months of 2016 . Financing activities in 2017 included net borrowings of $438 million, which were partially offset by common stock repurchases of $25 million and dividends on our common stock of $25 million. Financing activities in 2016 included net borrowings $287 million, common stock repurchases of $50 million and dividends on our common stock of $19 million.

Credit Sources

In aggregate, we had total credit arrangements of $9,057 million available at March 31, 2017 , of which $3,071 million were unused, compared to $8,491 million available at December 31, 2016 , of which $2,970 million were unused. At March 31, 2017 , we had long term credit arrangements totaling $8,542 million , of which $2,773 million were unused, compared to $7,932 million and $2,656 million, respectively, at December 31, 2016 . At March 31, 2017 , we had short term committed and uncommitted credit arrangements totaling $515 million , of which $298 million were unused, compared to $559 million and $314 million, respectively, at December 31, 2016 . The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lender and may be terminated at any time.

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Outstanding Notes

At March 31, 2017 , we had $3,991 million of outstanding notes, compared to $3,287 million at December 31, 2016 .

$700 million 4.875% Senior Notes due 2027

In March 2017, we issued $700 million in aggregate principal amount of 4.875% senior notes due 2027. On April 14, 2017, we issued a redemption notice to redeem in full our $700 million 7% senior notes due 2022 on May 15, 2017 at a redemption price of 103.5% of the principal amount of the notes, plus accrued and unpaid interest to the redemption date. The transaction is expected to result in cash charges of $25 million for the redemption premium. We also expect to record $6 million of expense for the write-off of deferred financing fees as a result of the redemption. We intend to use the proceeds of the offering of our $700 million 4.875% senior notes due 2027, together with cash and cash equivalents, to effect the redemption.

$2.0 Billion Amended and Restated First Lien Revolving Credit Facility due 2021

Our amended and restated first lien revolving credit facility is available in the form of loans or letters of credit, with letter of credit availability limited to $800 million. Availability under the facility is subject to a borrowing base, which is based primarily on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the value of our principal trademarks, and (iii) certain cash in an amount not to exceed $200 million. To the extent that our eligible accounts receivable and inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $2.0 billion. In addition, if the amount of outstanding borrowings and letters of credit under the facility exceeds the borrowing base, we are required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess. As of March 31, 2017 , our borrowing base, and therefore our availability, under the facility was $451 million below the facility's stated amount of $2.0 billion. Amounts drawn under this facility bear interest at LIBOR plus 125 basis points, and undrawn amounts under the facility will be subject to an annual commitment fee of 30 basis points.

At March 31, 2017 , we had no borrowings and $40 million of letters of credit issued under the revolving credit facility. At December 31, 2016 , we had $85 million borrowings and $40 million of letters of credit issued under the revolving credit facility.

During 2016, we began entering into bilateral letter of credit agreements. At March 31, 2017 , we had $249 million in letters of credit issued under these agreements.

Amended and Restated Second Lien Term Loan Facility due 2019

On March 7, 2017, we amended our second lien term loan facility. As a result of the amendment, the term loan now bears interest, at our option, at (i) 200 basis points over LIBOR or (ii) 100 basis points over an alternative base rate (the higher of (a) the prime rate, (b) the federal funds effective rate or the overnight bank funding rate plus 50 basis points or (c) LIBOR plus 100 basis points). After March 7, 2017 and prior to September 3, 2017, (i) loans under the facility may not be prepaid or repaid with the proceeds of term loan indebtedness, or converted into or replaced by new term loans, bearing interest at an effective interest rate that is less than the effective interest rate then applicable to such loans and (ii) no amendment of the facility may be made that, directly or indirectly, reduces the effective interest rate applicable to the loans under the facility, in each case unless we pay a fee equal to 1.0% of the principal amount of the loans so affected. In addition, if the Total Leverage Ratio is equal to or less than 1.25 to 1.00, we have the option to further reduce the spreads described above by 25 basis points. "Total Leverage Ratio" has the meaning given it in the facility.

At March 31, 2017 and December 31, 2016 , the amounts outstanding under this facility were $399 million .

€550 Million Amended and Restated Senior Secured European Revolving Credit Facility due 2020

Our amended and restated €550 million European revolving credit facility consists of (i) a €125 million German tranche that is available only to Goodyear Dunlop Tires Germany GmbH (“GDTG”) and (ii) a €425 million all-borrower tranche that is available to GDTE, GDTG and Goodyear Dunlop Tires Operations S.A. Up to €150 million of swingline loans and €50 million in letters of credit are available for issuance under the all-borrower tranche. Amounts drawn under the facility will bear interest at LIBOR plus 175 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 175 basis points for loans denominated in euros, and undrawn amounts under the facility will be subject to an annual commitment fee of 30 basis points.

At March 31, 2017 and December 31, 2016, we had no borrowings and no letters of credit issued under the European revolving credit facility.

Each of our first lien revolving credit facility and our European revolving credit facility have customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2015 under the first lien facility and December 31, 2014 under the European facility.

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Accounts Receivable Securitization Facilities (On-Balance Sheet)

GDTE and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that provides the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €45 million and not more than €450 million. For the period beginning October 16, 2016 to October 15, 2017, the designated maximum amount of the facility is €320 million .

The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GDTE subsidiaries. Utilization under the facility is based on eligible receivable balances.

The funding commitments under the facility will expire upon the earliest to occur of: (a) September 25, 2019, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our senior secured credit facilities; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire on October 15, 2017.

In addition to the pan-European accounts receivable securitization facility discussed above, subsidiaries in Australia have an accounts receivable securitization program that provides flexibility to designate semi-annually the maximum amount of funding available under the facility in an amount of not less than 60 million Australian dollars and not more than 85 million Australian dollars. For the period January 1, 2016 to June 30, 2017 , the designated maximum amount of the facility is 60 million Australian dollars. Availability under this program is based on eligible receivable balances. At March 31, 2017 , the amounts available and utilized under this program were $30 million (AUD 39 million ) and $12 million (AUD 16 million ), respectively. At December 31, 2016 , the amounts available and utilized under this program were $28 million (AUD 39 million ) and $12 million (AUD 16 million ), respectively. The receivables sold under this program also serve as collateral for the related facility. We retain the risk of loss related to these receivables in the event of non-payment. These amounts are included in Long Term Debt and Capital Leases.

Accounts Receivable Factoring Facilities (Off-Balance Sheet)

We have sold certain of our trade receivables under off-balance sheet programs during the first three months of 2017. For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At March 31, 2017 , the gross amount of receivables sold was $440 million , compared to $502 million at December 31, 2016 .

Supplier Financing

We have entered into payment processing agreements with several financial institutions. Under these agreements, the financial institution acts as our paying agent with respect to accounts payable due to our suppliers. These agreements also allow our suppliers to sell their receivables to the financial institutions at the sole discretion of both the supplier and the financial institution on terms that are negotiated between them. We are not always notified when our suppliers sell receivables under these programs. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers' decisions to sell their receivables under the programs. Agreements for such financing programs totaled up to $500 million at March 31, 2017 and December 31, 2016.

Further Information

For a further description of the terms of our outstanding notes, first lien revolving credit facility, second lien term loan facility, European revolving credit facility and pan-European accounts receivable securitization facility, please refer to Note to the Consolidated Financial Statements No. 15, Financing Arrangements and Derivative Financial Instruments, in our 2016 Form 10-K and Note to the Consolidated Financial Statements No. 7, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q.

Covenant Compliance

Our first and second lien credit facilities and some of the indentures governing our notes contain certain covenants that, among other things, limit our ability to incur additional debt or issue redeemable preferred stock, pay dividends, repurchase shares or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications. Our first and second lien credit facilities and the indentures governing our notes also have customary defaults, including cross-defaults to material indebtedness of Goodyear and its subsidiaries.

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We have additional financial covenants in our first and second lien credit facilities that are currently not applicable. We only become subject to these financial covenants when certain events occur. These financial covenants and related events are as follows:

•

We become subject to the financial covenant contained in our first lien revolving credit facility when the aggregate amount of our Parent Company (The Goodyear Tire & Rubber Company) and guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving credit facility is less than $200 million. If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be less than 2.0 to 1.0 for the most recent period of four consecutive fiscal quarters. As of March 31, 2017 , our availability under this facility of $1,509 million , plus our Available Cash of $143 million , totaled $1,652 million , which is in excess of $200 million.

•

We become subject to a covenant contained in our second lien credit facility upon certain asset sales. The covenant provides that, before we use cash proceeds from certain asset sales to repay any junior lien, senior unsecured or subordinated indebtedness, we must first offer to use such cash proceeds to prepay borrowings under the second lien credit facility unless our ratio of Consolidated Net Secured Indebtedness to EBITDA (Pro Forma Senior Secured Leverage Ratio) for any period of four consecutive fiscal quarters is equal to or less than 3.0 to 1.0.

In addition, our European revolving credit facility contains non-financial covenants similar to the non-financial covenants in our first and second lien credit facilities that are described above and a financial covenant applicable only to GDTE and its subsidiaries. This financial covenant provides that we are not permitted to allow GDTE’s ratio of Consolidated Net J.V. Indebtedness to Consolidated European J.V. EBITDA for a period of four consecutive fiscal quarters to be greater than 3.0 to 1.0 at the end of any fiscal quarter. Consolidated Net J.V. Indebtedness is determined net of the sum of cash and cash equivalents in excess of $100 million held by GDTE and its subsidiaries, cash and cash equivalents in excess of $150 million held by the Parent Company and its U.S. subsidiaries and availability under our first lien revolving credit facility if the ratio of EBITDA to Consolidated Interest Expense described above is not applicable and the conditions to borrowing under the first lien revolving credit facility are met. Consolidated Net J.V. Indebtedness also excludes loans from other consolidated Goodyear entities. This financial covenant is also included in our pan-European accounts receivable securitization facility. At March 31, 2017 , we were in compliance with this financial covenant.

Our credit facilities also state that we may only incur additional debt or make restricted payments that are not otherwise expressly permitted if, after giving effect to the debt incurrence or the restricted payment, our ratio of EBITDA to Consolidated Interest Expense for the prior four fiscal quarters would exceed 2.0 to 1.0. Certain of our senior note indentures have substantially similar limitations on incurring debt and making restricted payments. Our credit facilities and indentures also permit the incurrence of additional debt through other provisions in those agreements without regard to our ability to satisfy the ratio-based incurrence test described above. We believe that these other provisions provide us with sufficient flexibility to incur additional debt necessary to meet our operating, investing and financing needs without regard to our ability to satisfy the ratio-based incurrence test.

Covenants could change based upon a refinancing or amendment of an existing facility, or additional covenants may be added in connection with the incurrence of new debt.

At March 31, 2017 , we were in compliance with the currently applicable material covenants imposed by our principal credit facilities and indentures.

The terms “Available Cash,” “EBITDA,” “Consolidated Interest Expense,” “Consolidated Net Secured Indebtedness,” “Pro Forma Senior Secured Leverage Ratio,” “Consolidated Net J.V. Indebtedness” and “Consolidated European J.V. EBITDA” have the meanings given them in the respective credit facilities.

Potential Future Financings

In addition to our previous financing activities, we may seek to undertake additional financing actions which could include restructuring bank debt or capital markets transactions, possibly including the issuance of additional debt or equity. Given the challenges that we face and the uncertainties of the market conditions, access to the capital markets cannot be assured.

Our future liquidity requirements may make it necessary for us to incur additional debt. However, a substantial portion of our assets are already subject to liens securing our indebtedness. As a result, we are limited in our ability to pledge our remaining assets as security for additional secured indebtedness. In addition, no assurance can be given as to our ability to raise additional unsecured debt.

Dividends and Common Stock Repurchase Program

Under our primary credit facilities and some of our note indentures, we are permitted to pay dividends on and repurchase our capital stock (which constitute restricted payments) as long as no default will have occurred and be continuing, additional indebtedness can be incurred under the credit facilities or indentures following the payment, and certain financial tests are satisfied.

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$25 million in the aggregate. The dividend will be paid on June 1, 2017 to stockholders of record as of the close of business on May 1, 2017 . Future quarterly dividends are subject to Board approval.

The restrictions imposed by our credit facilities and indentures did not affect our ability to pay the dividends on or repurchase our capital stock as described above, and are not expected to affect our ability to pay similar dividends or make similar repurchases in the future.

Asset Dispositions

The restrictions on asset sales imposed by our material indebtedness have not affected our strategy of divesting non-core businesses, and those divestitures have not affected our ability to comply with those restrictions.

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FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT

Certain information in this Form 10-Q (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect our future operating results and financial position. The words “estimate,” “expect,” “intend” and “project,” as well as other words or expressions of similar meaning, are intended to identify forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Such statements are based on current expectations and assumptions, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including:


•	if we do not successfully implement our strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected;


•	we face significant global competition and our market share could decline;


•	deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity;


•	raw material and energy costs may materially adversely affect our operating results and financial condition;


•	if we experience a labor strike, work stoppage or other similar event our business, results of operations, financial condition and liquidity could be materially adversely affected;


•	our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity;


•	we have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity;


•	our long term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results;


•	financial difficulties, work stoppages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business;


•	our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner;


•	we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health;


•	any failure to be in compliance with any material provision or covenant of our debt instruments, or a material reduction in the borrowing base under our revolving credit facility, could have a material adverse effect on our liquidity and operations;


•	our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly;


•	we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales;


•	we may incur significant costs in connection with our contingent liabilities and tax matters;


•	our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded;


•	we are subject to extensive government regulations that may materially adversely affect our operating results;


•	we may be adversely affected by any disruption in, or failure of, our information technology systems due to computer viruses, unauthorized access, cyber-attack, natural disasters or other similar disruptions;


•	if we are unable to attract and retain key personnel, our business could be materially adversely affected; and


•	we may be impacted by economic and supply disruptions associated with events beyond our control, such as war, acts of terror, political unrest, public health concerns, labor disputes or natural disasters.

It is not possible to foresee or identify all such factors. We will not revise or update any forward-looking statement or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any forward-looking statement.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Commodity Price Risk

The raw material costs to which our operations are principally exposed include the cost of natural rubber, synthetic rubber, carbon black, fabrics, steel cord and other petrochemical-based commodities. Approximately two-thirds of our raw materials are oil-based derivatives, the cost of which may be affected by fluctuations in the price of oil. We currently do not hedge commodity prices. We do, however, use various strategies to partially offset cost increases for raw materials, including centralizing purchases of raw materials through our global procurement organization in an effort to leverage our purchasing power, expanding our capabilities to substitute lower cost raw materials and reducing the amount of material required in each tire.

Interest Rate Risk

We continuously monitor our fixed and floating rate debt mix. Within defined limitations, we manage the mix using refinancing. At March 31, 2017 , 27% of our debt was at variable interest rates averaging 6.10% .

The following table presents information about long term fixed rate debt, excluding capital leases, at March 31, 2017 :



(In millions)
Carrying amount — liability	$	4,209
Fair value — liability	4,359
Pro forma fair value — liability	4,513

The pro forma information assumes a 100 basis point decrease in market interest rates at March 31, 2017 , and reflects the estimated fair value of fixed rate debt outstanding at that date under that assumption. The sensitivity of our fixed rate debt to changes in interest rates was determined using current market pricing models.

Foreign Currency Exchange Risk

We enter into foreign currency contracts in order to reduce the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.

The following table presents foreign currency contract information at March 31, 2017 :



(In millions)
Fair value — asset (liability)	$	(2	)
Pro forma decrease in fair value	(153		)
Contract maturities	4/17 - 1/19

The pro forma decrease in fair value assumes a 10% adverse change in underlying foreign exchange rates at March 31 , 2017, and reflects the estimated change in the fair value of contracts outstanding at that date under that assumption. The sensitivity of our foreign currency positions to changes in exchange rates was determined using current market pricing models.

Fair values are recognized on the Consolidated Balance Sheet at March 31, 2017 as follows:



(In millions)
Current asset (liability):
Accounts receivable	$	12
Other current liabilities	(15		)

Long Term asset (liability):
Other assets	1

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For further information on foreign currency contracts, refer to Notes to the Consolidated Financial Statements No. 7, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of our management of counterparty risk.

ITEM 4. CONTROLS AND PROCEDURES.

Management’s Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” which, consistent with Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, we define to mean controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of March 31, 2017 (the end of the period covered by this Quarterly Report on Form 10-Q).

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Asbestos Litigation

As reported in our Form 10-K for the period ended December 31, 2016, we were one of numerous defendants in legal proceedings in certain state and Federal courts involving approximately 64,400 claimants relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by us or asbestos materials present in our facilities. During the first quarter of 2017 , approximately 600 new claims were filed against us and approximately 3,300 were settled or dismissed. The amount expended on asbestos defense and claim resolution by Goodyear and its insurance carriers during the first quarter of 2017 was $2 million . At March 31, 2017 , there were approximately 61,700 asbestos claims pending against us. The plaintiffs are seeking unspecified actual and punitive damages and other relief. Refer to Note to the Consolidated Financial Statements No. 11, Commitments and Contingent Liabilities, in this Form 10-Q for additional information on asbestos litigation.

Reference is made to Item 3 of Part I of our 2016 Form 10-K for additional discussion of legal proceedings.

ITEM 1A. RISK FACTORS

Refer to "Item 1A. Risk Factors" in our 2016 Form 10-K for a discussion of our risk factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents information with respect to repurchases of common stock made by us during the three months ended March 31, 2017 .



	Total Number of Shares Purchased ₍₁₎	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ⁽²⁾
Period	Total Number of Shares Purchased ₍₁₎	Average Price Paid Per Share
1/1/17-1/31/17	—	$	—	—	$	186,647,180
2/1/17-2/28/17	119,893	35.95		119,893	1,182,337,099
3/1/17-3/31/17	576,601	35.88		576,601	1,161,647,202
Total	696,494	35.89		696,494	1,161,647,202


(1)	Total number of shares purchased as part of our common stock repurchase program and delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards.

(2)

On September 18, 2013, the Board of Directors authorized $100 million for use in our common stock repurchase program. From time to time, the Board of Directors has approved increases in the amount authorized to be purchased under that program. On February 2, 2017, the Board of Directors approved a further increase in that authorization to an aggregate of $2.1 billion . This program expires on December 31, 2019. We intend to repurchase shares of common stock in open market transactions in order to offset new shares issued under equity compensation programs and to provide for additional shareholder returns. During the three month period ended March 31, 2017 , we repurchased 696,494 shares at an average price, including commissions, of $35.89 per share, or $25 million in the aggregate.

ITEM 6. EXHIBITS .

Refer to the Index of Exhibits at page 46, which is by specific reference incorporated into and made a part of this Quarterly Report on Form 10-Q.

___________________

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		THE GOODYEAR TIRE & RUBBER COMPANY
		(Registrant)

Date:	April 28, 2017	By	/s/ E VAN M. S COCOS
		Evan M. Scocos, Vice President and Controller (Signing on behalf of the Registrant as a duly authorized officer of the Registrant and signing as the principal accounting officer of the Registrant.)

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THE GOODYEAR TIRE & RUBBER COMPANY

Quarterly Report on Form 10-Q

For the Quarter Ended March 31, 2017

INDEX OF EXHIBITS



Exhibit
Table
Item		Exhibit
No.	Description of Exhibit	Number

3	Articles of Incorporation and By-Laws

(a)	Code of Regulations of The Goodyear Tire & Rubber Company, adopted November 22, 1955, and as most recently amended on February 28, 2017 (incorporated by reference, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 6, 2017, File No. 1-1927).

4	Instruments Defining the Rights of Security Holders, Including Indentures

(a)	Sixth Supplemental Indenture, dated as of March 7, 2017, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as Trustee, in respect of the Company’s 4.875% Senior Notes due 2027 (incorporated by reference, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K, filed March 7, 2017, File No. 1-1927).

10	Material Contracts

(a)	Second Amendment, dated as of March 7, 2017, to the Amended and Restated Second Lien Credit Agreement, dated as of April 19, 2012, among the Company, the lenders party thereto, Deutsche Bank Trust Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent.	10.1

(b)	Reaffirmation Agreement, dated as of March 7, 2017, related to the Second Lien Guarantee and Collateral Agreement, dated as of April 8, 2005, among the Company, the subsidiaries of the Company identified therein, Deutsche Bank Trust Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent.	10.2

12	Statement re Computation of Ratios

(a)	Statement setting forth the Computation of Ratio of Earnings to Fixed Charges.	12.1

31	302 Certifications

(a)	Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	31.1

(b)	Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	31.2

32	906 Certifications

(a)	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	32.1

101	Interactive Data File

(a)	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.	101

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Exhibit 10.1

EXECUTION VERSION

IMPORTANT NOTE:

EACH PARTY HERETO MUST EXECUTE THIS AMENDMENT OUTSIDE THE REPUBLIC OF AUSTRIA AND EACH LENDER MUST BOOK ITS LOAN AND RECEIVE ALL PAYMENTS OUTSIDE THE REPUBLIC OF AUSTRIA. TRANSPORTING OR SENDING THE ORIGINAL OR ANY CERTIFIED COPY OF THIS AMENDMENT OR THE AMENDED CREDIT AGREEMENT REFERRED TO HEREIN OR ANY OTHER CREDIT DOCUMENT OR ANY NOTICE OR OTHER COMMUNICATION (INCLUDING BY EMAIL OR OTHER ELECTRONIC TRANSMISSION) INTO OR FROM THE REPUBLIC OF AUSTRIA MAY RESULT IN THE IMPOSITION OF AN AUSTRIAN STAMP DUTY ON THE CREDIT FACILITY PROVIDED FOR IN SUCH AMENDED CREDIT AGREEMENT, WHICH MAY BE FOR THE ACCOUNT OF THE PARTY WHOSE ACTIONS RESULT IN SUCH IMPOSITION. COMMUNICATIONS REFERENCING THIS AMENDMENT OR SUCH AMENDED CREDIT AGREEMENT SHOULD NOT BE ADDRESSED TO RECIPIENTS IN, OR SENT BY PERSONS LOCATED IN, THE REPUBLIC OF AUSTRIA AND PAYMENTS SHOULD NOT BE MADE TO BANK ACCOUNTS IN THE REPUBLIC OF AUSTRIA. SEE ALSO SECTION 9.19 OF SUCH AMENDED CREDIT AGREEMENT AND A MEMORANDUM FROM AUSTRIAN COUNSEL FOR THE GOODYEAR TIRE & RUBBER COMPANY WHICH IS AVAILABLE UPON REQUEST FROM THE ADMINISTRATIVE AGENT.

SECOND AMENDMENT dated as of March 7, 2017 (this “ Amendment ”), to the AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of April 19, 2012 (as heretofore amended, the “ Pre-Amendment Credit Agreement ”, and as amended by this Amendment, the “ Amended Credit Agreement ”), among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation; the lenders party thereto; DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (in such capacity, the “ Collateral Agent ”); and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”).

WHEREAS, the Original Lenders (as defined below) have extended and agreed to extend credit to the Borrower on the terms and conditions set forth in the Pre-Amendment Credit Agreement;

WHEREAS the Borrower has requested, and the Continuing Lenders (as defined below) party hereto, the Administrative Agent and the Collateral Agent have agreed, upon the terms and subject to the conditions set forth herein, that the Pre-Amendment Credit Agreement be amended as provided herein, effective upon satisfaction of the conditions set forth in Section 5 hereof.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings specified in the Amended Credit Agreement. As used in this Amendment, the following terms have the meanings specified below:

“ Amendment Effective Date ” shall have the meaning set forth in Section 5 hereof.

“ Continuing Lenders ” shall mean the Original Lenders that consent to this Amendment and JPMorgan Chase Bank, N.A. For the avoidance of doubt, “Continuing Lenders” shall include the Increasing Lenders but shall not include the Non-Continuing Lenders.

“ Increasing Lenders ” shall mean each Original Lender the Post-Effective Loan Amount of which will be greater than such Original Lender’s Original Loan Amount and JPMorgan Chase Bank, N.A.

“ Non-Continuing Lenders ” shall mean the Original Lenders that do not consent to this Amendment or that do not have Post-Effective Loan Amounts.

“ Original Lenders ” shall mean the Lenders party to the Pre-Amendment Credit Agreement immediately prior to the Amendment Effective Date.

“ Original Loan Amount ” shall mean, as to each Original Lender, the aggregate principal amount of the Loans of such Original Lender immediately prior to the transactions to occur on the Amendment Effective Date.

“ Post-Effective Loan Amount ” shall mean, as to each Continuing Lender, the aggregate principal amount of the Loans of such Continuing Lender after giving effect to the transactions to occur on the Amendment Effective Date, as set forth on Schedule I hereto or in the records of the Administrative Agent referred to in such Schedule I.

“ US Dollars ” or “ $ ” refers to lawful money of the United States of America.

SECTION 2. Amendment of the Pre-Amendment Credit Agreement. The Pre-Amendment Credit Agreement is hereby amended as follows:

(a) The definition of “Adjusted LIBO Rate” in Section 1.01 of the Pre-Amendment Credit Agreement shall be amended by deleting the number “0.75%” in clause (a) thereof and replacing it with the number “0%”.

(b) The definition of “Alternate Base Rate” in Section 1.01 of the Pre-Amendment Credit Agreement shall be replaced with the following:

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ¹ ⁄ ₂ of 1% and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month plus 1%. For purposes of clause (c) above, the Adjusted LIBO Rate on any day shall be based on the Screen Rate for dollar deposits with a maturity of one month in the London interbank market at approximately 11:00 a.m., London time, on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.

(c) The definition of “Arrangers” in Section 1.01 of the Pre-Amendment Credit Agreement shall be replaced with the following:

“ Arrangers ” means JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, each as a Joint Lead Arranger and Joint Bookrunner, for the credit facility established by this Agreement.

(d) The definition of “Documentation Agent” in Section 1.01 of the Pre-Amendment Credit Agreement shall be replaced with the following:

“ Documentation Agent ” means each of Barclays Bank PLC, BNP Paribas, Credit Agricole Corporate and Investment Bank, Goldman Sachs Lending Partners LLC, HSBC Bank USA, National Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Bank, National Association, in its capacity as documentation agent hereunder.

(e) The definition of “LIBO Rate” in Section 1.01 of the Pre-Amendment Credit Agreement shall be replaced with the following:

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the Screen Rate as of the Specified Time on the Quotation Day.

(f) The definition of “Syndication Agent” in Section 1.01 of the Pre-Amendment Credit Agreement shall be replaced with the following:

“ Syndication Agent ” means Citibank, N.A., in its capacity as syndication agent hereunder.

(g) The following new definitions shall be inserted in Section 1.01 of the Pre-Amendment Credit Agreement in their appropriate alphabetical positions:

“ Applicable Rate ” means, for any day, the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurodollar Spread”, as the case may be, based upon the Total Leverage Ratio as of the end of the fiscal quarter of the Borrower for which consolidated financial statements have theretofore been most recently delivered pursuant to Section 5.01(a) or 5.01(b):


Total Leverage Ratio:	ABR Spread	Eurodollar Spread
Category 1 £ 1.25 to 1.00	0.75%	1.75%
Category 2 > 1.25 to 1.00	1.00%	2.00%

For purposes of the foregoing, each change in the Applicable Rate resulting from a change in the Total Leverage Ratio shall be effective during the period commencing on and including the second Business Day following the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) of the consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change. Notwithstanding the foregoing, the Applicable Rate shall be based on the rates per annum set forth in Category 2 (i) at any time that an Event of Default has occurred and is continuing or (ii) if the Borrower shall fail to deliver the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) or shall elect not to include in any certificate required to be delivered pursuant to Section 5.01(c) the computations described in clause (ii) thereof, in each case within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of a Default resulting from such failure and until the delivery thereof.

“ Consolidated Net Indebtedness ” means, as of any date of determination, an amount equal to (a) the aggregate principal amount of all outstanding Indebtedness of the Borrower and its Consolidated Restricted Subsidiaries (but (i) excluding any Attributable Debt and Hedging Obligations (and Guarantees thereof) and (ii) including Indebtedness of any Subsidiary in respect of any Qualified Receivables Transaction that is included on the Borrower’s consolidated balance sheet), minus (b) the aggregate amount of cash and Temporary Cash Investments held at such time by the Borrower and its Consolidated Restricted Subsidiaries.

“ Interpolated Screen Rate ” means, with respect to any Eurodollar Loan for any Interest Period, the rate per annum that results from interpolating on a linear basis between (a) the applicable Screen Rate for the longest maturity for which a Screen Rate is available that is shorter than such Interest Period and (b) the applicable Screen Rate for the shortest maturity for which a Screen Rate is available that is longer than such Interest Period, in each case as of the Specified Time on the Quotation Day.

“ NYFRB ” means the Federal Reserve Bank of New York.

“ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” shall mean the rate for a federal funds transaction quoted at 11:00 a.m. (New York City time) on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it in its reasonable discretion; provided further , that if the NYFRB Rate, determined as provided above, would be less than zero, the NYFRB Rate shall for all purposes of this Agreement be zero.

“ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“ Quotation Day ” means, in respect of the determination of the LIBO Rate for any Interest Period, the day that is two Business Days prior to the first day of such Interest Period.

“ Screen Rate ” means a rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period as displayed on the Reuters screen page that displays such rate (currently LIBOR01) or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such

rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion. If no Screen Rate shall be available for a particular Interest Period but Screen Rates shall be available for maturities both longer and shorter than such Interest Period, then the Screen Rate for such Interest Period shall be the Interpolated Screen Rate. Notwithstanding the foregoing provisions of this definition, if the Screen Rate, determined as provided above, would be less than zero, the Screen Rate shall for all purposes of this Agreement be zero.

“ Specified Time ” means 11:00 a.m., London time.

“ Total Leverage Ratio ” means, as of the last day of any period, the ratio of (a) Consolidated Net Indebtedness as of such day to (b) EBITDA for such period.

(h) Section 2.07 of the Pre-Amendment Credit Agreement shall be amended by replacing the phrase “after June 16, 2015 and prior to June 16, 2016” in clause (d) thereof with “after March 7, 2017 and prior to September 3, 2017”.

(i) Paragraphs (a) and (b) of Section 2.09 of the Pre-Amendment Credit Agreement shall be amended to read as follows:

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(j) Section 5.01(c) of the Credit Agreement is amended to read as follows:

(c) not later than one Business Day after each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) if the Borrower wishes the Applicable Rate to be based on the rates per annum set forth in Category 1 of the definition of Applicable Rate, setting forth computations in reasonable detail showing the Total Leverage Ratio as of the date of the most recent balance sheet included in such financial statements and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements delivered under clause (a) above (or, prior to the delivery of any such financial statements, since December 31, 2011) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(k) The following sentence shall be inserted at the end of Section 9.14 of the Pre-Amendment Credit Agreement:

Without limiting any other authority conferred upon the Collateral Agent under the Security Documents, the Collateral Agent is authorized to release from the Lien of the Security Documents ancillary structures on Mortgaged Properties that the Borrower advises are not of material value and not critical to the activities conducted on such Mortgaged Properties if such releases will avoid the need to obtain flood insurance that would otherwise be required under applicable law, including Regulation H of the Board.

(l) The following new Section 9.22 shall be inserted at the end of Article IX of the Pre-Amendment Credit Agreement:

SECTION 9.22. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(ii) the effects of any Bail-in Action on any such liability, including, if applicable:

(1)

a reduction in full or in part or cancellation of any such liability;

(2)

a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

(3)

the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

(iii) The following terms shall for purposes of this Agreement have the meanings set forth below:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of such EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ EEA Financial Institution ” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

SECTION 3. Amendment Effective Date Transactions. On the Amendment Effective Date, concurrently with the amendments provided for in Section 2 hereof, each of the parties hereto irrevocably agrees that each of the following shall occur without any additional conditions or actions of any party hereto:

(a) Each Increasing Lender shall make to the Borrower, and the Borrower shall borrow from each Increasing Lender, one or more Loans denominated in

US Dollars in an aggregate principal amount equal to the excess of such Increasing Lender’s Post-Effective Loan Amount over its Original Loan Amount. Such extensions of credit shall be Loans as defined under the Amended Credit Agreement and the provisions of Section 2.04 of the Amended Credit Agreement shall be applicable thereto, mutatis mutandis .

(b) The Borrower irrevocably directs the Administrative Agent to directly apply all the proceeds of the Loans made under the foregoing clause (a) (i) to prepay in full on the Amendment Effective Date, pursuant to Section 9.02(b) of the Pre-Amendment Credit Agreement, all the outstanding principal of the Loans held by the Non-Continuing Lenders and (ii) to prepay a principal amount of the Loans of each Continuing Lender equal to the excess of such Lender’s Original Loan Amount over its Post-Effective Loan Amount.

SECTION 4. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a) This Amendment has been duly authorized, executed and delivered by the Borrower, and this Amendment and the Amended Credit Agreement each constitute a legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) All representations and warranties of the Borrower set forth herein, and the representations and warranties of the Borrower set forth in Article III of the Amended Credit Agreement, are true and correct in all material respects on and as of the Amendment Effective Date; provided , that solely for the purposes of this Section 4, the date in Section 3.04 of the Amended Credit Agreement shall be deemed to be December 31, 2016; and further provided that (i) to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified by “materiality”, “Material Adverse Effect” or similar language is true and correct in all respects as of the Amendment Effective Date or such earlier date, as the case may be.

(c) On and as of the Amendment Effective Date, at the time of and immediately after giving effect to the transactions contemplated by Section 3 hereof, no Default or Event of Default under the Amended Credit Agreement will have occurred and be continuing.

SECTION 5. Conditions Precedent to Effectiveness. This Amendment shall become effective as of the date (the “ Amendment Effective Date ”) on which each of the following conditions shall have been satisfied:

(a) The Administrative Agent (or its counsel) shall have received from the Borrower, the Administrative Agent, the Collateral Agent and each Continuing Lender either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

(b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Continuing Lenders and dated the Amendment Effective Date) of (i) Covington & Burling LLP, counsel for the Borrower, and (ii) the General Counsel, an Associate General Counsel or Senior Legal Counsel of the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and covering such other matters relating to the Credit Parties, the Credit Documents or the transactions contemplated hereby as the Administrative Agent or the Majority Lenders shall reasonably request.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization by the Credit Parties of the transactions contemplated hereby and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received all interest accrued for the accounts of the Continuing Lenders to the Amendment Effective Date under the Pre-Amendment Credit Agreement and all fees and other amounts due and payable in connection with the effectiveness of this Amendment, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(e) Each Non-Continuing Lender shall have received payment in full of the principal of and interest accrued on each Loan made by it under the Pre-Amendment Credit Agreement and outstanding on the Amendment Effective Date (including any break funding payments payable by the Borrower under Section 2.12 of the Pre-Amendment Credit Agreement to such Non-Continuing Lender as a result of the transactions contemplated by Section 3 hereof; provided , however, that no such break funding payments shall be payable with respect to the portion of such Loans that does not exceed the amount to be assigned to such Non-Continuing Lender (or to any Affiliate of such Non-Continuing Lender) as set forth in Schedule I to the Master Consent to Assignment, dated the Amendment Effective Date, delivered by the Borrower to JPMorgan Chase Bank, N.A.).

(f) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent) filings or registrations made with respect to the Credit Parties in the jurisdictions referred to in paragraph 1 of the Perfection Certificate delivered on February 9, 2017 (the “ 2017 Perfection Certificate ”) and copies of the financing statements (or similar documents) disclosed by such search.

(g) The Administrative Agent shall have received a certificate signed by a Financial Officer certifying (i) as to the matters referred to in Sections 4(b) and 4(c) hereof and (ii) that the 2017 Perfection Certificate is true and correct in all material respects as of December 31, 2016.

(h) The Administrative Agent shall have received from the Borrower and each Subsidiary Guarantor (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Reaffirmation Agreement, substantially in the form of Exhibit A hereto (the “ 2017 Reaffirmation Agreement ”), duly executed and delivered on behalf of the Borrower or such Subsidiary as a Guarantor and (in the case of each Subsidiary that is a Grantor under the Guarantee and Collateral Agreement or a Canadian Grantor under any Canadian Security Agreement) a Grantor.

(i) The Continuing Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

SECTION 6. Consent to Amendments. Each party hereto consents to the amendment or amendment and restatement on or after the Amendment Effective Date as contemplated by the 2017 Reaffirmation Agreement of (a) the Guarantee and Collateral Agreement, (b) the Canadian Second Lien Guarantee and Collateral Agreement dated as of April 8, 2005, as amended and restated as of the date hereof, between Goodyear Canada Inc. and Deutsche Bank Trust Company Americas, as Collateral Agent, and (c) each Foreign Pledge Agreement and other Security Document that local counsel shall have advised should be amended or amended and restated in connection with the Amendment.

SECTION 7. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agents under the Pre-Amendment Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Pre-Amendment Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party 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 Pre-Amendment Credit Agreement or any other Credit Document in similar or different circumstances.

(b) On and after the Amendment Effective Date, (i) each reference in the Pre-Amendment Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall be deemed to be a reference to the Amended Credit Agreement, and (ii) each reference to the “Credit Agreement”, “Second Lien Credit

Agreement” and “Second Lien Agreement” in any other Credit Document, shall, unless the context otherwise requires, be deemed to be a reference to the Amended Credit Agreement. This Amendment shall constitute a “Credit Document” for all purposes of the Amended Credit Agreement and the other Credit Documents.

SECTION 8. 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 9. Counterparts. This Amendment may be executed by 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 or other electronic transmission of the signature pages hereof.

SECTION 10. 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.

SECTION 11. Tax Matters . For purposes of determining withholding Taxes imposed under FATCA, from and after the Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

[The remainder of this page is intentionally left blank.]

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/ Peter R. Rapin
		Name:	Peter R. Rapin
		Title:	Vice President and Treasurer


DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as Collateral Agent,

	by	/s/ Mary Kay Coyle
		Name:	Mary Kay Coyle
		Title:	Managing Director

	by	/s/ Anca Trifan
		Name:	Anca Trifan
		Title:	Managing Director


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	55 Loan Strategy Fund a series Trust of Multi Manager Global Investment Trust By: BlackRock Financial Management Inc., Its Investment Manager

		by	/s/ Rob Jacobi
			Name:	Rob Jacobi
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

Check the box below if you consent to the Second Amendment but do not want to retain your Loans after the Amendment Effective Date ( BY CHECKING THIS BOX YOU AGREE THAT YOUR LOANS WILL BE PREPAID ON THE AMENDMENT EFFECTIVE DATE ):

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	A Voce CLO, Ltd. By: Invesco Senior Secured Management, Inc. as Collateral Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: ACAS CLO 2013-2, LTD

	By: MP CLO Management LLC, its Manager

		by	/s/ Thomas Shandell
			Name:	Thomas Shandell
			Title:	CEO

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: Ace European Group Limited

	By: BlackRock Financial Management, Inc., its Sub-Advisor

		by	/s/ Rob Jacobi
			Name:	Rob Jacobi
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	ACE Property & Casualty Insurance Company By: BlackRock Financial Management, Inc., its Investment Advisor

		by	/s/ Rob Jacobi
			Name:	Rob Jacobi
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	AGF Floating Rate Income Fund By: Eaton Vance Management as Portfolio Manager

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	ALM XVI, LTD. By: Apollo Credit Management (CLO), LLC, as its collateral manager

		by	/s/ Joseph Moroney
			Name:	Joseph Moroney
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	American General Life Insurance Company By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	American Home Assurance Company By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	ANTHEM, INC. (FORMERLY KNOWN AS WELLPOINT, INC.) BY: ARES WLP MANAGEMENT L.P., ITS MANAGER BY: ARES WLP MANAGEMENT GP LLC, ITS GENERAL PARTNER

		by	/s/ Daniel Hayward
			Name:	Daniel Hayward
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Athene Annuity and Life Company

	By: Athene Asset Management, L.P., its investment manager Apollo Capital Management, L.P., its sub-advisor

		by	/s/ Joe Moroney
			Name:	Joe Moroney
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:


Check the box below if you consent to the Second Amendment but *do not* want to retain your Loans after the Amendment Effective Date ( BY CHECKING THIS BOX YOU AGREE THAT YOUR LOANS WILL BE PREPAID ON THE AMENDMENT EFFECTIVE DATE ):

☒


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Avery Point III CLO, Limited

	By: Bain Capital Credit, LP, as Portfolio Manager

		by	/s/ Andrew Viens
			Name:	Andrew Viens
			Title:	Executive Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Avery Point V CLO, Limited

	By: Bain Capital Credit, LP, as Portfolio Manager

		by	/s/ Andrew Viens
			Name:	Andrew Viens
			Title:	Executive Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:


Check the box below if you consent to the Second Amendment but *do not* want to retain your Loans after the Amendment Effective Date ( BY CHECKING THIS BOX YOU AGREE THAT YOUR LOANS WILL BE PREPAID ON THE AMENDMENT EFFECTIVE DATE ):

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	BABSON CLO LTD, 2012-II

	By: Barings LLC as Collateral Manager

		by	/s/ Michael Best
			Name:	Michael Best
			Title:	Director

For any institution requiring a second signature line:

		by
			Name:
			Title:


Check the box below if you consent to the Second Amendment but *do not* want to retain your Loans after the Amendment Effective Date ( BY CHECKING THIS BOX YOU AGREE THAT YOUR LOANS WILL BE PREPAID ON THE AMENDMENT EFFECTIVE DATE ):

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	BABSON CLO LTD, 2014-I

	By: Barings LLC as Collateral Manager

		by	/s/ Michael Best
			Name:	Michael Best
			Title:	Director

For any institution requiring a second signature line:

		by
			Name:
			Title:


Check the box below if you consent to the Second Amendment but *do not* want to retain your Loans after the Amendment Effective Date ( BY CHECKING THIS BOX YOU AGREE THAT YOUR LOANS WILL BE PREPAID ON THE AMENDMENT EFFECTIVE DATE ):

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	BROWN BROTHERS HARRIMAN TRUST COMPANY (CAYMAN) LIMITED acing solely in its capacity as Trustee of BARINGS LOAN FUND, a series trust of the Multi Manager Global Investment Trust

	By: Barings LLC as Investment Manager and Attorney-in-fact

		by	/s/ Michael Best
			Name:	Michael Best
			Title:	Director

The foregoing is executed on behalf of the Barings Loan Fund, organized under a Supplemental Declaration of Trust dated as of October 19, 2016, as amended from time to time. The obligations of such Trust are not personally binding upon, nor shall resort be had to the property of the Trustee. The total liability of the Trustee shall be limited to the amount of the trust property.

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	BABSON CLO LTD, 2014-III

	By: Barings LLC as Collateral Manager

		by	/s/ Michael Best
			Name:	Michael Best
			Title:	Director

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Banco de Credito e Inversiones, SA, Miami Branch

		by	/s/ Grisel Vega
		Name:	Grisel Vega
		Title:	General Manager

For any institution requiring a second signature line:

		by	/s/ Juan Martinez-Lejarza
		Name:	Juan Martinez-Lejarza
		Title:	Head of Treasury

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Banco Popular de Puerto Rico

	by	/s/ Hector J. Gonzalez
		Name:	Hector J. Gonzalez
		Title:	Vice President

For any institution requiring a second signature line:

	by
		Name:
		Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Bank of the Cascades

	by	/s/ Dan Lee
			Name:	Dan Lee
			Title:	Chief Credit Officer

For any institution requiring a second signature line:

	by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: Betony CLO, Ltd. By: Invesco Senior Secured Management, Inc. as Collateral Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: BlackRock Debt Strategies Fund, Inc. By: BlackRock Financial Management, Inc., its Sub-Advisor

		by	/s/ Rob Jacobi
			Name:	Rob Jacobi
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: BlackRock Defined Opportunity Credit Trust By: BlackRock Financial Management Inc., its Sub-Advisor

		by	/s/ Rob Jacobi
			Name:	Rob Jacobi
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: BlackRock Floating Rate Income Strategies Fund, Inc. By: BlackRock Financial Management, Inc., its Sub-Advisor

		by	/s/ Rob Jacobi
			Name:	Rob Jacobi
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: BlackRock Floating Rate Income Trust By: BlackRock Advisors, LLC its Investment Advisor

		by	/s/ Rob Jacobi
			Name:	Rob Jacobi
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: Blue Hill CLO, Ltd. By: Invesco Senior Secured Management, Inc. as Collateral Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: BNPP IP CLO 2014-1, Ltd.

		by	/s/ Vanessa Ritter
			Name:	Vanessa Ritter
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: BNPP IP CLO 2014-II, Ltd.

		by	/s/ Vanessa Ritter
			Name:	Vanessa Ritter
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: BOC Pension Investment Fund By: Invesco Senior Secured Management, Inc. as Attorney in Fact

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Bridgeport CLO II Ltd.

	By: Deerfield Capital Management LLC, its Collateral Manager

		by	/s/ Tracey Ewing
			Name:	Tracey Ewing
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	CALIFORNIA FIRST NATIONAL BANK

		by	/s/ Mark D. Cross
			Name:	Mark D. Cross
			Title:	EVP, Chief Credit Officer

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	CANARAS SUMMIT CLO LTD.

	By: Canaras Capital Management, LLC As Sub-Investment Adviser

		by	/s/ Andrew Heller
			Name:	Andrew Heller
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	CATHAY BANK

		by	/s/ Nancy A. Moore
			Name:	Nancy A. Moore
			Title:	Senior Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	CATHEDRAL LAKE CLO 2013, LTD.

		by	/s/ Stanton Ray
			Name:	Stanton Ray
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	CATHEDRAL LAKE II, LTD.

		by	/s/ Stanton Ray
			Name:	Stanton Ray
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	CATHEDRAL LAKE III, LTD.

		by	/s/ Stanton Ray
			Name:	Stanton Ray
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Cent CDO 12 Limited

	By: Columbia Management Investment Advisers, LLC As Collateral Manager

		by	/s/ Steven B. Staver
			Name:	Steven B. Staver
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Cent CDO 14 Limited

	By: Columbia Management Investment Advisers, LLC As Collateral Manager

		by	/s/ Steven B. Staver
			Name:	Steven B. Staver
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Cent CDO 15 Limited

	By: Columbia Management Investment Advisers, LLC As Collateral Manager

		by	/s/ Steven B. Staver
			Name:	Steven B. Staver
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Cent CLO 20 Limited

	By: Columbia Management Investment Advisers, LLC As Collateral Manager

		by	/s/ Steven B. Staver
			Name:	Steven B. Staver
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Cent CLO 21 Limited By: Columbia Management Investment Advisers, LLC As Collateral Manager

		by	/s/ Steven B. Staver
			Name:	Steven B. Staver
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Cent CLO 22 Limited By: Columbia Management Investment Advisers, LLC As Collateral Manager

	by	/s/ Steven B. Staver
		Name:	Steven B. Staver
		Title:	Assistant Vice President

For any institution requiring a second signature line:

	by
		Name:
		Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Cent CLO 23 Limited By: Columbia Management Investment Advisers, LLC As Collateral Manager

		by	/s/ Steven B. Staver
			Name:	Steven B. Staver
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Cent CLO 24 Limited By: Columbia Management Investment Advisers, LLC As Collateral Manager

		by	/s/ Steven B. Staver
			Name:	Steven B. Staver
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:
	CHANG HWA COMMERCIAL BANK, LA BRANCH

		by	/s/ Wan-Chin Chang
			Name:	Wan-Chin Chang (Melody Chang)
			Title:	V.P. & General Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: CIFC Funding 2007-II, Ltd. By: CIFC Asset Management LLC, its Collateral Manager

		by	/s/ Tracey Ewing
			Name:	Tracey Ewing
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	CIFC Funding 2007-III, Ltd. By: CIFC Asset Management LLC, its Collateral Manager

		by	/s/ Tracey Ewing
			Name:	Tracey Ewing
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	CIFC Funding 2012-III, Ltd. By: CIFC Asset Management LLC, its Collateral Manager

		by	/s/ Tracey Ewing
			Name:	Tracey Ewing
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Citibank, N.A.

		by	/s/ Brian S. Broyles
			Name:	Brian S. Broyles
			Title:	Attorney-In-Fact

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Columbia Floating Rate Fund, a series of Columbia Funds Series Trust II

		by	/s/ Steven B. Staver
			Name:	Steven B. Staver
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	COMMUNITY INSURANCE COMPANY

	BY: ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER

	BY: ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER

		by	/s/ Daniel Hayward
			Name:	Daniel Hayward
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	DENALI CAPITAL CLO VII, LTD.

	By: DC Funding Partners LLC, portfolio manager (or as applicable collateral manager) for DENALI CAPITAL CLO VII, LTD.

		by	/s/ John P. Thacker
			Name:	John P. Thacker
			Title:	Chief Credit Officer

For any institution requiring a second signature line:


by
		Name:
		Title:

AMENDMENT EFFECTIVE DATE ):

☒


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: Diversified Credit Portfolio Ltd. By: Invesco Senior Secured Management, Inc. as Investment Adviser

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Doral CLO III Ltd.

		by	/s/ Gibran Mahmud
			Name:	Gibran Mahmud
			Title:	Chief Investment Officer

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust

	By: Eaton Vance Management as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance Bank Loan Fund Series II A Series Trust of Multi Manager Global Investment Trust

	By: Eaton Vance Management as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance CDO VIII, Ltd.

	By: Eaton Vance Management as Investment Advisor

		by	/s/ Michael Brotthoff
			Name:	Michael Brotthoff
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance CDO X PLC

	By: Eaton Vance Management as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance CLO 2013-1 LTD.

	By: Eaton Vance Management Portfolio Manager

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance CLO 2014-1, Ltd.

	By: Eaton Vance Management Portfolio Manager

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance Floating Rate Portfolio

	By: Boston Management and Research as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance Institutional Senior Loan Fund

	By: Eaton Vance Management as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio

	By: Eaton Vance Management as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance Limited Duration Income Fund

	By: Eaton Vance Management as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance Loan Fund Series III A Series Trust of Multi Manager Global Investment Trust

	By: Eaton Vance Management as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance Loan Holding Limited

	By: Eaton Vance Management as Investment Manager

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance Short Duration Diversified Income Fund

	By: Eaton Vance Management as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Eaton Vance VT Floating-Rate Income Fund

	By: Eaton Vance Management as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	AXA IM Paris SA, for and on behalf of FCP Sogecap Diversified Loans Funds

		by	/s/ Deepah Colombel
			Name:	Deepah Colombel
			Title:	Credit Analyst

For any institution requiring a second signature line:

		by	/s/ Cyrille Mace
			Name:	Cyrille Mace
			Title:	Senior Credit Analyst

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Florida Power & Light Company

	By: Eaton Vance Management as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	FRANKLIN INVESTORS SECURITIES TRUST - FRANKLIN FLOATING RATE DAILY ACCESS FUND

		by	/s/ Madeline Lam
			Name:	Madeline Lam
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	FRANKLIN FLOATING RATE MASTER TRUST- FRANKLIN FLOATING RATE MASTER SERIES

		by	/s/ Madeline Lam
			Name:	Madeline Lam
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	FRANKLIN TEMPLETON SERIES II FUNDS FRANKLIN FLOATING RATE II FUND

		by	/s/ Madeline Lam
			Name:	Madeline Lam
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Nebraska Investment Council

		by	/s/ Hague Van Dillen
			Name:	Hague Van Dillen
			Title:	Authorized Signer

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	FRANKLIN CLO VI, LTD

		by	/s/ Hague Van Dillen
			Name:	Hague Van Dillen
			Title:	Authorized Signer

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Fraser Sullivan CLO VII Ltd.

	By: 3i Debt Management US, LLC as Manager

		by	/s/ David Nadeau
			Name:	David Nadeau
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	American Hallmark Ins Co of TX

		by	/s/ Chris Kenney
			Name:	Chris Kenney
			Title:	SVP

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Hallmark Insurance Company

		by	/s/ Chris Kenney
			Name:	Chris Kenney
			Title:	SVP

For any institution requiring a second signature line:

		by
			Name:
			Title:


Check the box below if you consent to the Second Amendment but *do not* want to retain your Loans after the Amendment Effective Date ( BY CHECKING THIS BOX YOU AGREE THAT YOUR LOANS WILL BE PREPAID ON THE AMENDMENT EFFECTIVE DATE ):

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Hallmark Specialty Ins Co

		by	/s/ Chris Kenney
			Name:	Chris Kenney
			Title:	SVP

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Hartford Life and Accident Insurance Company

	By: Hartford Investment Management Company its Agent and Attorney-in-Fact

		by	/s/ Todd J. Jorgensen
			Name:	Todd J. Jorgensen
			Title:	AVP/Leveraged Credit

	For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Hartford Life Insurance Company

	By: Hartford Investment Management Company its Agent and Attorney-in-Fact, as a Lender

	by	/s/ Todd J. Jorgensen
		Name:	Todd J. Jorgensen
		Title:	AVP/Leveraged Credit

For any institution requiring a second signature line:

	by
		Name:
		Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Hartford Fire Insurance Company

	By: Hartford Investment Management Company its Agent and Attorney-in-Fact, as a Lender

	by	/s/ Todd J. Jorgensen
		Name:	Todd J. Jorgensen
		Title:	AVP/Leveraged Credit

For any institution requiring a second signature line:

	by
		Name:
		Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Hartford Accident and Indemnity Company

	By: Hartford Investment Management Company its Agent and Attorney-in-Fact, as a Lender

	by	/s/ Todd J. Jorgensen
		Name:	Todd J. Jorgensen
		Title:	AVP/Leveraged Credit

For any institution requiring a second signature line:

	by
		Name:
		Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Hartford Life and Annuity Insurance Company

	By: Hartford Investment Management Company its Agent and Attorney-in-Fact, as a Lender

	by	/s/ Todd J. Jorgensen
		Name:	Todd J. Jorgensen
		Title:	AVP/Leveraged Credit

For any institution requiring a second signature line:

	by
		Name:
		Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Houston Casualty Company

	By: BlackRock Investment Management, LLC, its Investment

	by	/s/ Rob Jacobi
		Name:	Rob Jacobi
		Title:	Authorized Signatory

For any institution requiring a second signature line:

	by
		Name:
		Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	HRS Investment Holdings LLC

		by	/s/ Steve Kaseta
			Name:	Steve Kaseta
			Title:	CIO

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	IA Clarington Floating Rate Income Fund

		by	/s/ Jeffrey Sujitma
			Name:	Jeffrey Sujitma
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	IA Clarington Us Dollar Floating Rate Income Fund

		by	/s/ Jeffery Sujitma
			Name:	Jeffrey Sujitma
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	IA Clarington Core Plus Bond Fund

		by	/s/ Jeffrey Sujitma
			Name:	Jeffrey Sujitma
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	ICICI Bank Canada

		by	/s/ Hemang Thanavala
			Name:	Hemang Thanavala
			Title:	Vice President & CFO
				ICICI Bank Canada

For any institution requiring a second signature line:

		by	/s/ Lester Fernandes
			Name:	Lester Fernandes
			Title:	Assistant Vice President Corporate & Commercial Banking ICICI Bank Canada

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	ICICI Bank Limited New York Branch

		by	/s/ Akashdeep Sarpal
			Name:	Akashdeep Sarpal
			Title:	Country Head - USA ICICI Bank Limited

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	ICICI BANK UK PLC

		by	/s/ Vikashh Mehta
			Name:	Vikashh Mehta
			Title:	Joint General Manager

For any institution requiring a second signature line:

		by	/s/ Nishant Kumar
			Name:	Nishant Kumar
			Title:	Chief Manager

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: Invesco Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: Invesco Bank Loan Fund Series 2 A Series Trust Of Multi Manager Global Investment Trust By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION: Invesco BL Fund, Ltd. By: Invesco Management S.A. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Invesco Dynamic Credit Opportunities Fund

	By: Invesco Senior Secured Management, Inc. as Sub-advisor

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Invesco Floating Rate Fund

	By: Invesco Senior Secured Management, Inc. as Sub-Adviser

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Invesco Leveraged Loan Fund 2016 A Series Trust of Global Multi Portfolio Investment Trust

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Invesco Loan Fund Series 3 A Series Trust of Multi Manager Global Investment Trust

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Invesco Polaris US Bank Loan Fund

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Invesco Senior Income Trust

	By: Invesco Senior Secured Management, Inc. as Sub-advisor

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Invesco Senior Loan Fund

	By: Invesco Senior Secured Management, Inc. as Sub-advisor

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	INVESCO SSL FUND LLC

	By: Invesco Senior Secured Management, Inc. as Collateral Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Invesco Zodiac Funds - Invesco US Senior Loan Fund

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	JFIN CLO 2007 LTD

	By: Apex Credit Partners LLC as Collateral Manager

		by	/s/ Stephen Goetschius
			Name:	Stephen Goetschius
			Title:	Managing Director

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	John Hancock Funds II Short Duration Credit Opportunities Fund

		by	/s/ Adam Shaprio
			Name:	Adam Shaprio
			Title:	General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	John Hancock Global Short Duration Credit Fund

		by	/s/ Jim Roth
			Name:	Jim Roth
			Title:	Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	JPMORGAN CHASE BANK, N.A.

		by	/s/ Michael Willett
			Name:	Michael Willett
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Kaiser Foundation Hospitals

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Kaiser Permanente Group Trust

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Kapitalforeningen Investin Pro, US Leveraged Loans I

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Land Bank of Taiwan, Los Angeles Branch

		by	/s/ Eugene Y.C. Lee
			Name:	Eugene Y.C. Lee
			Title:	Deputy General Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Lexington Insurance Company

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Limerock CLO II, Ltd.

	By: Invesco Senior Secured Management, Inc. as Collateral Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Limerock CLO III, Ltd.

	By: Invesco Senior Secured Management, Inc. as Collateral Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Linde Pension Plan Trust

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Longfellow Place CLO, Ltd.

		by	/s/ Scott D’Orsi
			Name:	Scott D’ Orsi
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Manulife Floating Rate Income Fund

		by	/s/ Jim Roth
			Name:	Jim Roth
			Title:	Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Manulife Floating Rate Senior Loan Fund

		by	/s/ Jim Roth
			Name:	Jim Roth
			Title:	Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Manulife Investments Trust - Floating Rate Income Fund

		by	/s/ Jim Roth
			Name:	Jim Roth
			Title:	Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Marea CLO, Ltd.

	By: Invesco Senior Secured Management, Inc. as Collateral Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.

		by	/s/ Stefano Biondi
			Name:	Stefano Biondi
			Title:	Chief Executive Officer

For any institution requiring a second signature line:

		by	/s/ Edoardo Reitano
			Name:	Edoardo Reitano
			Title:	Chief Financial Officer

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	MET Investors Series Trust - Met/Eaton Vance Floating Rate Portfolio

	By: Eaton Vance Management as Investment Sub-Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	National Union Fire Insurance Company of Pittsburgh, Pa.

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Neuberger Berman Senior Floating Rate Income Fund LLC

		by	/s/ Colin Donlan
			Name:	Colin Donlan
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	New York Life Insurance Company (Guaranteed Products)

	By: MacKay Shields LLC, as Investment Adviser and not individually

		by	/s/ Dan Roberts
			Name:	Dan Roberts
			Title:	Executive Managing Director

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	New York Life Insurance Company, GP - Portable Alpha

	By: MacKay Shields LLC, as Investment Adviser and not individually

		by	/s/ Dan Roberts
			Name:	Dan Roberts
			Title:	Executive Managing Director

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	NJP Bank Loan Fund 2015 A Series Trust of Multi Manager Global Investment Trust

		by	/s/ Colin Donlan
			Name:	Colin Donlan
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Nomad CLO, Ltd.

	By: Invesco Senior Secured Management, Inc. as Collateral Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	North End CLO, Ltd.

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	OAKTREE EIF II SERIES B2, LTD.

	By: Oaktree Capital Management, L.P. its: Collateral Manager

		by	/s/ Peter Deschner
			Name:	Peter Deschner
			Title:	Senior Vice President

For any institution requiring a second signature line:

		by	/s/ Armen Panossian
			Name:	Armen Panossian
			Title:	Managing Director

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	OCEAN TRAILS CLO II

	By: Five Arrows Managers North America LLC as Investment Manager

		by	/s/ Bradley Bryan
			Name:	Bradley Bryan
			Title:	Senior Credit Analyst

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	OCP Partners, LP

	By: Onex Credit Partners, LLC, its investment manager

		by	/s/ Paul Travers
			Name:	Paul Travers
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Onex Senior Floating Income Fund, L.P.

	By: Onex Credit Partners, LLC, its investment manager

		by	/s/ Paul Travers
			Name:	Paul Travers
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	OHIO POLICE & FIRE PENSION FUND

	By: MacKay Shields LLC, as Investment Adviser and not individually

		by	/s/ Dan Roberts
			Name:	Dan Roberts
			Title:	Executive Managing Director

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	ONTARIO PUBLIC SERVICE EMPLOYEES UNION PENSION PLAN TRUST FUND

	By: AELIS X Management, L.P., its investment counsel

	By: AELIS X Management GP, LLC, its general partner

		by	/s/ Daniel Hayward
			Name:	Daniel Hayward
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	PIMCO Bermuda Trust II: PIMCO Bermuda Bank Loan Fund (M)

	By: Pacific Investment Management Company LLC, as its Investment Advisor

		by	/s/ Arthur Y.D. Ong
			Name:	Arthur Y.D. Ong
			Title:	Executive Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	PIMCO Cayman Trust: PIMCO Cayman Bank Loan Fund

	By: Pacific Investment Management Company LLC, as its Investment Advisor

		by	/s/ Arthur Y.D. Ong
			Name:	Arthur Y.D. Ong
			Title:	Executive Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	PIMCO Funds: Private Account Portfolio Series PIMCO Senior Floating Rate Portfolio

	By: Pacific Investment Management Company LLC, as its Investment Advisor

		by	/s/ Arthur Y.D. Ong
			Name:	Arthur Y.D. Ong
			Title:	Executive Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	PIMCO Loan Interests and Credit Master Fund Ltd

	By: Pacific Investment Management Company LLC, as its Investment Advisor

		by	/s/ Arthur Y.D. Ong
			Name:	Arthur Y.D. Ong
			Title:	Executive Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Pioneer Bond Fund

	By: Pioneer Investment Management, Inc. as its adviser

		by	/s/ Margaret C. Begley
			Name:	Margaret C. Begley
			Title:	Vice President and Associate
				General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Pioneer Bond VCT Portfolio

	By: Pioneer Investment Management, Inc. as its adviser

		by	/s/ Margaret C. Begley
			Name:	Margaret C. Begley
			Title:	Vice President and Associate
				General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Pioneer Diversified High Income Trust

	By: Pioneer Investment Management, Inc. as its adviser

		by	/s/ Margaret C. Begley
			Name:	Margaret C. Begley
			Title:	Vice President and Associate
				General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Pioneer Floating Rate Fund

	By: Pioneer Investment Management, Inc. as its adviser

		by	/s/ Margaret C. Begley
			Name:	Margaret C. Begley
			Title:	Vice President and Associate
				General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Pioneer Floating Rate Trust

	By: Pioneer Investment Management, Inc. as its adviser

		by	/s/ Margaret C. Begley
			Name:	Margaret C. Begley
			Title:	Vice President and Associate
				General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Pioneer Institutional Multi-Sector Fixed Income Portfolio

	By: Pioneer Investment Management, Inc. as its adviser

		by	/s/ Margaret C. Begley
			Name:	Margaret C. Begley
			Title:	Vice President and Associate General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Pioneer Investments Diversified Loans Fund

		by	/s/ Margaret C. Begley
			Name:	Margaret C. Begley
			Title:	Vice President and Associate General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Pioneer Multi-Asset Ultrashort Income Fund

	By: Pioneer Investment Management, Inc. as its adviser

		by	/s/ Margaret C. Begley
			Name:	Margaret C. Begley
			Title:	Vice President and Associate General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Pioneer Solutions SICAV — Global Floating Rate Income

	By: Pioneer Investment Management, Inc. as its adviser

		by	/s/ Margaret C. Begley
			Name:	Margaret C. Begley
			Title:	Vice President and Associate General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Pioneer Strategic Income Fund

	By: Pioneer Investment Management, Inc. as its adviser

		by	/s/ Margaret C. Begley
			Name:	Margaret C. Begley
			Title:	Vice President and Associate General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	PREFERRED BANK

		by	/s/ Anna Bagdasarian
			Name:	Anna Bagdasarian
			Title:	SVP

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Primus CLO II, Ltd.

	By: CypressTree Investment Management, LLC, its Collateral Manger

		by	/s/ Tracey Ewing
			Name:	Tracey Ewing
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Principal Life Insurance Company

	By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory

		by	/s/ Scott Bennett
			Name:	Scott Bennett
			Title:	Portfolio Manager

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	ProAssurance Casualty Company

		by	/s/ Leo Dierckman
			Name:	Leo Dierckman
			Title:	Senior Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Recette CLO, Ltd.

	By: Invesco Senior Secured Management, Inc. as Collateral Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Regatta IV Funding Ltd

	By: Napier Park Global Capital (US) LP Attorney-in-fact

		by	/s/ Melanie Hanlon
			Name:	Melanie Hanlon
			Title:	Managing Director

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Regence Bluecross Blueshield of Oregon

	By: Pacific Investment Management Company LLC, as its Investment Advisor

		by	/s/ Arthur Y.D. Ong
			Name:	Arthur Y.D. Ong
			Title:	Executive Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Regence Bluecross Blueshield of Utah

	By: Pacific Investment Management Company LLC, as its Investment Advisor

		by	/s/ Arthur Y.D. Ong
			Name:	Arthur Y.D. Ong
			Title:	Executive Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Regence Blueshield

	By: Pacific Investment Management Company LLC, as its Investment Advisor

		by	/s/ Arthur Y.D. Ong
			Name:	Arthur Y.D. Ong
			Title:	Executive Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Regence Blueshield of Idaho

	By: Pacific Investment Management Company LLC, as its Investment Advisor

		by	/s/ Arthur Y.D. Ong
			Name:	Arthur Y.D. Ong
			Title:	Executive Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Renaissance Floating Rate Income Fund

	By: Ares Capital Management II LLC, as Portfolio Sub-Advisor

		by	/s/ Daniel Hayward
			Name:	Daniel Hayward
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	RiverSource Life Insurance Company

		by	/s/ Steven B. Staver
			Name:	Steven B. Staver
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Royal Business Bank

		by	/s/ Alan Thian
			Name:	Alan Thian
			Title:	CEO

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Saratoga Investment Corp. CLO 2013-1, Ltd.

		by	/s/ Pavel Antonov
			Name:	Pavel Antonov
			Title:	Attorney In Fact

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Senior Debt Portfolio

	By: Boston Management and Research as Investment Advisor

		by	/s/ Michael Brotthof
			Name:	Michael Brotthof
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Sentry Insurance a Mutual Company

	By: Invesco Senior Secured Management, Inc. as Sub-Advisor

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	State Bank and Trust Company

		by	/s/ Wes Reagan
			Name:	Wes Reagan
			Title:	Senior Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Stichting Pensioenfonds Medische Specialisten

	By: Pioneer Institutional Asset Management, Inc. as its adviser

		by	/s/ Margaret C. Begley
			Name:	Margaret C. Begley
			Title:	Vice President and Associate General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Stone Harbor Collective Investment Trust - Stone Harbor Bank Loan Collective Fund

		by	/s/ Adam Shaprio
			Name:	Adam Shaprio
			Title:	General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Stone Harbor Global Funds PLC - Stone Harbor Leveraged Loan Portfolio

		by	/s/ Adam Shaprio
			Name:	Adam Shaprio
			Title:	General Counsel

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Sumitomo Mitsui Trust Bank, Limited, New York Branch

		by	/s/ Albert C. Tew II
			Name:	Albert C. Tew II
			Title:	Head of Documentation Americas

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	TCI-Cent CLO 2016-1 Ltd.

	By: TCI Capital Management LLC as Collateral Manager

	By: Columbia Management Investment Advisers, LLC as Sub-Advisor

		by	/s/ Steven B. Staver
			Name:	Steven B. Staver
			Title:	Assistant Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	The City of New York Group Trust

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	The Standard Fire Insurance Company

		by	/s/ Annette M. Masterson
			Name:	Annette M. Masterson
			Title:	Vice President

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	The United States Life Insurance Company In the City of New York

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	The Variable Annuity Life Insurance Company

	By: Invesco Senior Secured Management, Inc. as Investment Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	U.S. Specialty Insurance Company

	By: BlackRock Investment Management, LLC, its Investment Manager

		by	/s/ Rob Jacobi
			Name:	Rob Jacobi
			Title:	Authorized Signatory

For any institution requiring a second signature line:

		by
			Name:
			Title:

Check the box below if you consent to the Second Amendment but do not want to retain your Loans after the Amendment Effective Date (BY CHECKING THIS BOX YOU AGREE THAT YOUR LOANS WILL BE PREPAID ON THE AMENDMENT EFFECTIVE DATE) :

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Upland CLO, Ltd.

	By: Invesco Senior Secured Management, Inc. as Collateral Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Venture VII CDO Limited

	By: its investment advisor, MJX Asset Management, LLC

		by	/s/ Frederick Taylor
			Name:	Frederick Taylor
			Title:	Managing Director

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Venture VIII CDO, Limited

	By: its investment advisor, MJX Asset Management, LLC

		by	/s/ Frederick Taylor
			Name:	Frederick Taylor
			Title:	Managing Director

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Venture X CLO, Limited

	By: its investment advisor, MJX Asset Management, LLC

		by	/s/ Frederick Taylor
			Name:	Frederick Taylor
			Title:	Managing Director

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Venture XI CLO, Limited

	By: its investment advisor, MJX Asset Management, LLC

		by	/s/ Frederick Taylor
			Name:	Frederick Taylor
			Title:	Managing Director

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Wasatch CLO Ltd

	By: Invesco Senior Secured Management, Inc. as Portfolio Manager

		by	/s/ Kevin Egan
			Name:	Kevin Egan
			Title:	Authorized Individual

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Wells Fargo Bank, N.A.

		by	/s/ Neil Arreola
			Name:	Neil Arreola
			Title:	Managing Director

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐


The undersigned institution hereby approves and becomes a party to the Second Amendment to the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, as heretofore amended by the First Amendment dated as of June 16, 2015, of The Goodyear Tire & Rubber Company:

	NAME OF INSTITUTION:

	Z CAPITAL CREDIT PARTNERS CLO 2015-1 LTD.

	By: Z Capital CLO Management L.L.C., its Portfolio Manager

	By: Z Capital Group L.L.C., its Managing Member

	By: James J. Zenni Jr., its President and CEO

		by	/s/ James J. Zenni, Jr.
			Name:	James J. Zenni, Jr.
			Title:	President & CEO

For any institution requiring a second signature line:

		by
			Name:
			Title:

☐

EXHIBIT A

Form of Reaffirmation Agreement

REAFFIRMATION AGREEMENT dated as of March 7, 2017 (this “ Agreement ”), among THE GOODYEAR TIRE & RUBBER COMPANY (“ Goodyear ”), the other Subsidiaries of Goodyear identified as Grantors and Guarantors under the Reaffirmed Documents (as defined below) (collectively with Goodyear, the “ Reaffirming Parties ”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, under the Amended Credit Agreement referred to below.

Goodyear has requested that the Amended and Restated Second Lien Credit Agreement dated as of April 19, 2012, among Goodyear, the Lenders (as defined therein) party thereto, Deutsche Bank Trust Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended by the First Amendment thereto dated as of June 16, 2015, the “ Credit Agreement ”), be amended by the Second Amendment dated as of the date hereof (the “ Amendment Effective Date ”), among Goodyear, the Lenders (as defined therein) party thereto, Deutsche Bank Trust Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Amendment ”). The Credit Agreement as amended by the Amendment is referred to herein as the “ Amended Credit Agreement ”. The “ Reaffirmed Documents ” as used herein shall mean the Security Documents referred to in the Amended Credit Agreement, including, but not limited to, (a) the Second Lien Guarantee and Collateral Agreement dated as of April 8, 2005, as amended and restated as of the date hereof in the form attached hereto as Exhibit A (it being understood and agreed that the schedules and exhibits thereto are not being updated as of the date hereof) (the “ Guarantee and Collateral Agreement ”), among Goodyear, and Deutsche Bank Trust Company Americas, as Collateral Agent, and the other parties from time to time party thereto, and (b) the Canadian Second Lien Guarantee and Collateral Agreement dated as of April 8, 2005, as amended and restated as of the date hereof (the “ Canadian Second Lien Guarantee and Collateral Agreement ”), between Goodyear Canada Inc. and Deutsche Bank Trust Company Americas, as Collateral Agent. Capitalized terms used but not defined herein have the meanings given them by the Amended Credit Agreement.

Each of the Reaffirming Parties is party to one or more of the Reaffirmed Documents, and each Reaffirming Party expects to realize, or has realized, substantial direct and indirect benefits as a result of the Amendment becoming effective and the consummation of the transactions contemplated thereby. The execution and delivery of this Agreement is a condition precedent to the effectiveness of the Amendment and the consummation of the transactions contemplated thereby.

In consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:

SECTION 1. Reaffirmation. (a) Each of the Reaffirming Parties confirms that (i) the security interests granted by it under the Reaffirmed Documents and in existence immediately prior to the Amendment Effective Date shall continue in full force and effect on the terms of the respective Reaffirmed Documents and (ii) on the Amendment Effective Date, the Obligations under the Amended Credit Agreement shall constitute (x) “Obligations” under the Guarantee and Collateral Agreement, (y) “Obligations” under the Canadian Second Lien Guarantee and Collateral Agreement and (z) “secured obligations” (however defined) under the other Reaffirmed Documents (in each case, subject to any limitations set forth in any Reaffirmed Document). Each party hereto confirms that the intention of the parties is that each Reaffirmed Document shall not terminate on the Amendment Effective Date and shall continue in full force and effect (or, in the case of the Guarantee and Collateral Agreement, the Canadian Second Lien Guarantee and Collateral Agreement and the Foreign Pledge Agreements that are being amended or amended and restated in connection with the Amendment, shall continue in full force and effect as so amended or amended and restated).

(b) On and after the Amendment Effective Date, the terms “Credit Agreement”, “Second Lien Credit Agreement” and “Second Lien Agreement”, as used in the Reaffirmed Documents, shall, unless the context otherwise requires, mean the Amended Credit Agreement.

SECTION 2. Existing Guarantee and Collateral Agreement . The Guarantee and Collateral Agreement hereby amends and restates the Second Lien Guarantee and Collateral Agreement, dated as of April 8, 2005, as reaffirmed and amended by the Reaffirmation Agreement, dated as of April 20, 2007, as further reaffirmed and amended by the Reaffirmation Agreement, dated as of April 19, 2012, and as further reaffirmed by the Reaffirmation Agreement, dated as of June 16, 2015 (as so amended, the “ Existing Guarantee and Collateral Agreement ”). The obligations of the Reaffirming Parties under, and as defined in, the Existing Guarantee and Collateral Agreement and the grant of security interests in the Collateral by the Grantors under the Existing Guarantee and Collateral Agreement in favor of the Collateral Agent, for the benefit of the Secured Parties, shall continue under the Guarantee and Collateral Agreement in favor of the Collateral Agent, for the benefit of the Secured Parties, and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by the Guarantee and Collateral Agreement. All references to the Existing Guarantee and Collateral Agreement in any Credit Document or other document or instrument delivered in connection therewith shall be deemed to refer to the Guarantee and Collateral Agreement and the provisions thereof. It is understood and agreed that the Existing Guarantee and Collateral Agreement is being amended and restated by entry into this Agreement on the date hereof. The Grantors hereby acknowledge and confirm each of the financing statements, fixture filings, filings with the United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Collateral that were previously filed in favor of the Collateral Agent, for the benefit of the Secured Parties under the Existing Guarantee and Collateral Agreement shall continue to be in full force and effect in favor of the Collateral Agent, for the benefit of the Secured Parties.

SECTION 3. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 4. 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. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 5. Expenses. Goodyear agrees to reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket expenses incurred by it in connection with this Agreement, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP and other counsel for the Administrative Agent and the Collateral Agent.

SECTION 6. Headings. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 7. No Novation. Neither this Agreement nor the execution, delivery or effectiveness of the Amendment shall extinguish the obligations for the payment of money outstanding under the Amended Credit Agreement or the Credit Agreement or discharge or release the Lien or priority of any Reaffirmed Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Amended Credit Agreement or the Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement, the Amendment, the Amended Credit Agreement or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower or any Guarantor or any Grantor under any Reaffirmed Document from any of its obligations and liabilities under the Amended Credit Agreement or the Reaffirmed Documents. Each of the Amended Credit Agreement and the Reaffirmed Documents shall remain in full force and effect, until (as applicable) and except to any extent modified hereby or by the Amendment or in connection herewith or therewith.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto 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

SECOND LIEN REAFFIRMATION AGREEMENT

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN REAFFIRMATION AGREEMENT


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent

	by
		Name:
		Title:

	by
		Name:
		Title:

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN REAFFIRMATION AGREEMENT

GRANTORS AND GUARANTORS


CELERON CORPORATION,

	by
		Name:
		Title:

DIVESTED COMPANIES HOLDING COMPANY,

	by
		Name:
		Title:

	by
		Name:
		Title:

DIVESTED LITCHFIELD PARK PROPERTIES, INC.,

	by
		Name:
		Title:

	by
		Name:
		Title:

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN REAFFIRMATION AGREEMENT


GOODYEAR EXPORT INC.,

	by
		Name:
		Title:

GOODYEAR FARMS, INC.,

	by
		Name:
		Title:

GOODYEAR INTERNATIONAL CORPORATION,

	by
		Name:
		Title:

GOODYEAR WESTERN HEMISPHERE CORPORATION,

	by
		Name:
		Title:

T&WA, INC.,

	by
		Name:
		Title:

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN REAFFIRMATION AGREEMENT


GOODYEAR CANADA INC.,

	by
		Name:
		Title:

	by
		Name:
		Title:

WINGFOOT MOLD LEASING COMPANY,

	by
		Name:
		Title:

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN REAFFIRMATION AGREEMENT

Exhibit A

Form of Amended and Restated Second Lien Guarantee and Collateral Agreement

[See attached.]

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

dated as of

April 8, 2005

As Amended and Restated as of

March 7, 2017

among

THE GOODYEAR TIRE & RUBBER COMPANY,

as Borrower,

The SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY

Identified as Grantors and Guarantors Herein

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent

TABLE OF CONTENTS


		Page
ARTICLE I

Definitions

SECTION 1.01.	Certain Defined Terms		2

ARTICLE II

Guarantees

SECTION 2.01.	Guarantees		9
SECTION 2.02.	Guarantee of Payment		9
SECTION 2.03.	No Limitations		9
SECTION 2.04.	Reinstatement		10
SECTION 2.05.	Agreement To Pay; Subrogation		10

ARTICLE III
Continuation of Liens Securing US Miscellaneous Obligations

ARTICLE IV

Pledge of Securities

SECTION 4.01.	Pledge		11
SECTION 4.02.	Voting Rights; Dividends and Interest		11

ARTICLE V

Security Interests in Personal Property

SECTION 5.01.	Creation of Security Interests		13
SECTION 5.02.	Certain Filings		15
SECTION 5.03.	Representations and Warranties		15
SECTION 5.04.	Covenants		15
SECTION 5.05.	Other Actions		17
SECTION 5.06.	Covenants Regarding Patent, Trademark and Copyright Collateral		17
SECTION 5.07.	Lockbox System		19
SECTION 5.08.	Insurance		20


ARTICLE VI

Other Pledges, Mortgages and Security Interests

SECTION 6.01.	Other Security Documents	21
SECTION 6.02.	Other Security Documents Subject to This Agreement	21

ARTICLE VII

Remedies

SECTION 7.01.	Remedies Upon Default	22
SECTION 7.02.	Exercise of Remedies under Other Security Documents	23
SECTION 7.03.	Application of Proceeds	24
SECTION 7.04.	Grant of License to Use Intellectual Property	25
SECTION 7.05.	Securities Act	25
SECTION 7.06.	Registration	26

ARTICLE VIII

Indemnity, Subrogation and Subordination

SECTION 8.01.	Indemnity and Subrogation	27
SECTION 8.02.	Contribution and Subrogation	27
SECTION 8.03.	Subordination	27

ARTICLE IX

Duties of Collateral Agent

SECTION 9.01.	Actions Under This Agreement	28

ARTICLE X

Concerning the Collateral Agent

SECTION 10.01.	Limitations on Responsibility of Collateral Agent	28
SECTION 10.02.	Reliance by Collateral Agent; Indemnity Against Liabilities, etc	29
SECTION 10.03.	Resignation and Removal of the Collateral Agent	30
SECTION 10.04.	Expenses and Indemnification	31


ARTICLE XI

Subordination of Intercompany Indebtedness

SECTION 11.01.	Subordination	31
SECTION 11.02.	Dissolution or Insolvency	31
SECTION 11.03.	Subrogation	32
SECTION 11.04.	Other Creditors	32
SECTION 11.05.	No Waiver	32
SECTION 11.06.	Obligations Hereunder Not Affected	33

ARTICLE XII

Miscellaneous

SECTION 12.01.	Notices	33
SECTION 12.02.	Waivers; Amendment	34
SECTION 12.03.	Collateral Agent’s Fees and Expenses; Indemnification	34
SECTION 12.04.	Successors and Assigns	35
SECTION 12.05.	Survival of Agreement	35
SECTION 12.06.	Counterparts; Effectiveness; Several Agreement	35
SECTION 12.07.	Severability	35
SECTION 12.08.	Right of Set-Off	36
SECTION 12.09.	Governing Law; Jurisdiction; Consent to Service of Process	36
SECTION 12.10.	WAIVER OF JURY TRIAL	37
SECTION 12.11.	Headings	37
SECTION 12.12.	Security Interest Absolute	37
SECTION 12.13.	Termination or Release	37
SECTION 12.14.	Additional Grantors and Guarantors	39
SECTION 12.15.	Collateral Agent Appointed Attorney-in-Fact	39
SECTION 12.16.	Post-Closing Letter Agreements	39


SCHEDULES:

Schedule I	—	Aircraft
Schedule II	—	Foreign Pledge Agreements
Schedule III	—	Mortgages

EXHIBITS :

Exhibit I	—	Form of Perfection Certificate

iii

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of April 8, 2005, as amended and restated as of March 7, 2017, among THE GOODYEAR TIRE & RUBBER COMPANY (the “ Company ” ), the Subsidiaries of the Company identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (the “ Collateral Agent ” ).

A. The Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) have agreed to extend credit to the Company on the terms and subject to the conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon the execution and delivery of this Agreement by the Company, the Subsidiary Grantors and the Subsidiary Guarantors. The Subsidiary Grantors and Subsidiary Guarantors are subsidiaries of the Company, have derived and will derive substantial benefits from the extension of credit to the Company pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to continue to extend such credit.

B. The Obligations have been designated as “Designated Senior Obligations” or otherwise constitute “Senior Obligations” under the Lien Subordination and Intercreditor Agreement, and the Liens securing the Obligations are accordingly senior to the Liens securing the Junior Obligations (as defined in the Lien Subordination and Intercreditor Agreement) on the terms set forth in the Lien Subordination and Intercreditor Agreement.

C. The Obligations constitute “Second Lien Obligations” under the Lenders Lien Subordination and Intercreditor Agreement, and the Liens securing the Obligations are accordingly junior to the Liens securing the First Lien Obligations (as defined in the Lenders Lien Subordination and Intercreditor Agreement) on the terms set forth in the Lenders Lien Subordination and Intercreditor Agreement.

Accordingly, the parties hereto agree as follows:

R EFERENCE IS MADE TO THE L ENDERS L IEN S UBORDINATION AND I NTERCREDITOR A GREEMENT DATED AS OF A PRIL 8, 2005, AMONG JPM ORGAN C HASE B ANK , N.A., AS COLLATERAL AGENT FOR THE F IRST L IEN S ECURED P ARTIES REFERRED TO THEREIN ; THE C OLLATERAL A GENT ; T HE C OMPANY ; AND THE SUBSIDIARIES OF THE C OMPANY NAMED THEREIN . N OTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN , THIS A GREEMENT , THE L IENS CREATED HEREBY AND THE RIGHTS , REMEDIES , DUTIES AND OBLIGATIONS PROVIDED FOR HEREIN ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE L ENDERS L IEN S UBORDINATION AND I NTERCREDITOR A GREEMENT AND , TO THE EXTENT PROVIDED THEREIN , THE F IRST L IEN O BLIGATIONS S ECURITY D OCUMENTS ( AS DEFINED IN THE L ENDERS L IEN S UBORDINATION AND

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

I NTERCREDITOR A GREEMENT ). I N THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS A GREEMENT AND THE L ENDERS L IEN S UBORDINATION AND I NTERCREDITOR A GREEMENT , THE PROVISIONS OF THE L ENDERS L IEN S UBORDINATION AND I NTERCREDITOR A GREEMENT SHALL CONTROL .

ARTICLE I.

Definitions

Section 1.01 Certain Defined Terms. (a)All terms (whether or not capitalized herein) defined in the New York UCC and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b) All terms defined in the Credit Agreement and not defined in this Agreement, including, without limitation, the terms “Administrative Agent”, “Borrower”, “Commitment”, “Consent Subsidiary”, “Credit Documents”, “Event of Default”, “First Lien Agreement”, “First Lien Guarantee and Collateral Agreement” “Foreign Pledge Agreement”, “Issuing Bank”, “Majority Lenders”, “Material Intellectual Property”, “Mortgaged Property” and “Mortgage” have the meanings specified therein. All references herein to the “date hereof”, or the “date of this Agreement” are references to April 8, 2005. The rules of construction specified in Section 1.04 of the Credit Agreement shall also apply to this Agreement.

As used in this Agreement, the following terms have the meanings specified below:

“Account Control Agreement” means an account control agreement in a form approved by the Collateral Agent, among a Grantor, the Collateral Agent and a Deposit Account Institution.

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Additional Subsidiary Agreement” has the meaning assigned to such term in Section 12.14.

“Agreement” means this Second Lien Guarantee and Collateral Agreement.

“Aircraft” means all airships, airplanes, helicopters and other aircraft owned on the date hereof or hereafter acquired by any Grantor, including those listed on Schedule I hereto, as updated from time to time pursuant to Section 5.04(c).

“Aircraft Collateral” means the Aircraft, Aircraft Parts and Aircraft Log Books.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

“ Aircraft Log Books ” means any and all log books, maintenance records, airworthiness certificates, registration documents and other records and documents relating to the Aircraft or Aircraft Parts.

“Aircraft Parts” means all engines and propellers (whether or not affixed to any Aircraft) owned by any Grantor and used or intended for use in connection with the Aircraft, and all avionics equipment, radio equipment, navigation equipment, radar equipment and other equipment, appliances, accessories and accessions used or intended for use in connection with the Aircraft.

“Applicable Percentage” means, with respect to any Lender at any time, a percentage equal to (a) the aggregate outstanding principal amount of the Loans of such Lender at such time divided by (b) the aggregate outstanding principal amount of the Loans of all the Lenders at such time.

“Article 9 Collateral” means any and all of the following assets and properties now owned or at any time hereafter acquired by any Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest: (a) all Accounts and Payment Intangibles (including without limitation, all Credit Card Accounts Receivable); (b) all Chattel Paper; (c) all Deposit Accounts (and all cash, checks and other negotiable instruments, funds and other evidences of payment held therein); (d) all Inventory; (e) all Documents; (f) all General Intangibles; (g) all Instruments; (h) all Equipment (other than fixtures to real property not constituting Mortgaged Properties); (i) all Investment Property (other than (i) Pledged Equity Interests, (ii) the Equity Interests described in clauses (b), (c) and (d) of the definition of Excluded Equity Interests and (iii) Proceeds in respect of Equity Interests described in clauses (i) and (ii)); (j) all Letter-of-Credit rights; (k) all books and records pertaining to any of the foregoing; (l) all Aircraft Collateral; (m) all cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to the Credit Agreement and (n) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that, notwithstanding any of the foregoing provisions of this definition, the Article 9 Collateral shall not include Consent Assets.

“Bankruptcy Code” means Title 11 of the U.S. Code.

“Canadian Security Agreements” means the Canadian Second Lien Guarantee and Collateral Agreement dated as of the date hereof, as amended and restated as of March 7, 2017, between Goodyear Canada Inc. and the Collateral Agent, and the Quebec Second Lien Hypothec (as defined in the Canadian Second Lien Guarantee and Collateral Agreement).

“Claiming Party” has the meaning assigned to such term in Section 8.02.

“Collateral” means the Pledged Collateral, the Article 9 Collateral and the Mortgaged Properties.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

“ Collateral Proceeds Account ” means a Deposit Account maintained at JPMorgan Chase Bank, N.A., as Collateral Agent, for the benefit of the Secured Parties, and any successor account maintained with the Collateral Agent.

“Consent Asset” means any asset or right of a Grantor the creation of a security interest in which would be prohibited by or not be effective under applicable law or would violate or result in a default under any agreement or instrument in effect on the date hereof (or in the case of any future Grantor on the date it becomes a Grantor) between such Grantor and any Person other than (a) the Company, (b) any Wholly Owned Subsidiary or (c) any Subsidiary that is not a Wholly Owned Subsidiary unless the waiver of such default or violation would require the consent of any Person other than the Company or another Subsidiary; provided that no asset or right shall be a Consent Asset to the extent that Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the applicable jurisdiction, or any other law of the applicable jurisdiction, shall permit (and excuse any default or violation resulting from) the creation of a security interest in such asset or right notwithstanding the provision of such agreement or instrument prohibiting the creation of a security interest therein or shall render such provision unenforceable.

“Control Notice” has the meaning assigned to such term or any similar term (including, without limitation, “Shifting Control Notice”, “Exclusive Access Notice” and “Activation Notice”) in each Account Control Agreement.

“Contributing Party” has the meaning assigned to such term in Section 8.02.

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office.

“Credit Agreement” means the Second Lien Credit Agreement dated as of April 19, 2012, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, as heretofore amended or amended and restated and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

“ Credit Card Accounts Receivable ” means any receivables due to any Grantor from a credit card issuer or a credit card processor in connection with purchases of Inventory from such Grantor by means of any credit card or debit card.

“Credit Parties” means the Company and each Grantor and Guarantor.

“Deposit Account” means a demand, time, savings, passbook or other account maintained by the Company or a Subsidiary with a bank.

“Deposit Account Institution” means each financial institution at which a Deposit Account in the Lockbox System is maintained.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in limited liability companies, beneficial interests in trusts or other equity ownership interests in any Persons, and any warrants, options or other rights entitling the holders thereof to purchase or acquire any such equity interests.

“Excluded Equity Interests” means (a) Equity Interests in any Subsidiary with Total Assets not greater than $10,000,000 as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement, (b) Equity Interests in any Consent Subsidiary, (c) Equity Interests in Goodyear Argentina, Goodyear Canada and Goodyear S.A., a société anonyme organized under the laws of Luxembourg, and (d) Equity Interests in any Foreign Subsidiary with respect to which a Financial Officer has delivered a certificate in accordance with clause (B) of the proviso in Section 5.08(b) of the Credit Agreement.

“Excluded Operating Account” means payroll and other operating accounts of the Company or any other Grantor that are not used to receive (a) payments from any Account Debtor in respect of Accounts or (b) payments in respect of Inventory, and containing only such amounts as are required in the Company’s or such other Grantor’s good faith judgment for near-term operational purposes.

“FAA” means the Federal Aviation Administration or the United States Department of Transportation or both, as the context may require, or any successors thereto.

“Federal Securities Laws” has the meaning assigned to such term in Section 7.05.

“Foreign Subsidiary” means any Subsidiary organized under the laws of a jurisdiction other than the United States or any of its territories or possessions or any political subdivision thereof.

“ General Intangibles ” means, as to any Grantor, all choses in action and causes of action and all other intangible personal property of every kind and nature (other than Accounts) now owned or hereafter acquired by such Grantor, including to the extent relevant corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Agreements

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to such Grantor to secure payment by an Account Debtor of any Accounts.

“Grantors” means the Company and the Subsidiary Grantors.

“Guarantors” means the Company and the Subsidiary Guarantors.

“Indemnified Party” has the meaning assigned to such term in Section 10.04.

“Indenture Properties” means each “Restricted Property” (as defined in the Indentures) of the Company and each “Restricted Subsidiary” (as defined in the Indentures).

“Indentures” means (a) the Indenture dated as of March 15, 1996, between the Company and Wells Fargo Bank, N.A. (as successor to JPMorgan Chase Bank), as trustee, as supplemented on March 16, 1998 and (b) the Indenture dated as of March 1, 1999, between the Company and Wells Fargo Bank, N.A. (as successor to JPMorgan Chase Bank), as trustee, as supplemented by the First Supplemental Indenture thereto dated as of March 5, 2010, in each case of clauses (a) and (b), as may be further amended, supplemented or otherwise modified from time to time.

“Intellectual Property” means, as to any Grantor, all intellectual and similar property of every kind and nature now owned or hereafter acquired by such Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Intercompany Indebtedness” means any Indebtedness of the Company or any Subsidiary, or any obligations owed by the Company or any Subsidiary under Article VIII, to the Company or any other Subsidiary.

“Intercompany Obligor” means, with respect to any Intercompany Indebtedness, the obligor in respect of such Intercompany Indebtedness.

“ JPMCB ” means JPMorgan Chase Bank, N.A. and its successors.

“Lenders” means, collectively, the “Lenders” under and as defined in the Credit Agreement.

“ Lenders Lien Subordination and Intercreditor Agreement ” means the Amended and Restated Lenders Lien Subordination and Intercreditor Agreement among the Collateral Agent, the collateral agent under the First Lien Agreement, the Borrower

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and the Subsidiary Guarantors (each as defined therein), dated as of April 19, 2012, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Grantor is a party.

“Lien Subordination and Intercreditor Agreement” means the Lien Subordination and Intercreditor Agreement dated as of April 19, 2012, as amended, among (a) the Collateral Agent, (b) the collateral agent under the First Lien Agreement, (c) the Designated Senior Obligations Collateral Agents and Designated Junior Obligations Collateral Agents (as such terms are defined therein) from time to time party thereto and (d) the Borrower and the Subsidiaries of the Borrower party thereto or any substitute or successor agreement among such parties containing substantially the same terms (and under which the Obligations shall have been designated by the Borrower as “Senior Obligations”), with any changes approved by the Administrative Agent.

“Local Collection Account” means a Deposit Account of a Grantor not subject to the control of the Collateral Agent pursuant to an Account Control Agreement; provided that such account shall not receive any payments in respect of Accounts or Inventory other than that generated or sold by the Company’s retail or Wingfoot divisions.

“Lockbox System” has the meaning assigned to such term in Section 5.07.

“New York UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations” means the “Obligations”, as defined in the Credit Agreement.

“Other Security Documents” means the Canadian Security Agreements, the Foreign Pledge Agreements, the Mortgages and each other instrument or document delivered pursuant to Section 5.08 of the Credit Agreement or otherwise to secure any of the Obligations.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any such Grantor under any such agreement.

“ Patents ” means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and

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Trademark Office or any similar offices in any other country, including those listed on Schedule II to the Perfection Certificate, as updated from time to time pursuant to Section 5.04(c), and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Perfection Certificate” means a certificate substantially in the form of Exhibit I.

“Pledged Collateral” means (a) the Pledged Equity Interests; (b) the Pledged Debt Securities; (c) subject to Section 4.02, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and other property referred to in the preceding clauses (a) and (b); (d) subject to Section 4.02, all rights and privileges of each Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing.

“Pledged Debt Securities” means all debt securities (as defined in Article 8 of the New York UCC) owned by any Grantor on the date hereof or obtained by it after such date, and any promissory notes or other instruments evidencing any such debt securities.

“Pledged Equity Interests” means all Equity Interests in Subsidiaries (other than Excluded Equity Interests) owned by any Grantor on the date hereof or obtained or owned by it after such date, and the certificates representing all the foregoing Equity Interests, including the Equity Interests listed on Schedule 3A to the Perfection Certificate, as updated from time to time pursuant to Section 5.04(c); provided that the Pledged Equity Interests shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary.

“Secured Parties” means the “Secured Parties” under and as defined in the Credit Agreement and each other Person holding any Obligations or to which any Obligations are owed.

“Security Documents” means this Agreement and the Other Security Documents.

“Subsidiary Grantors” means each Subsidiary that is listed under the heading “Grantor” on the signature pages hereto or that becomes a Grantor pursuant to Section 12.14.

“Subsidiary Guarantors” means each Subsidiary that is listed under the heading “Guarantor” on the signature pages hereto or that becomes a Guarantor pursuant to Section 12.14.

“ Trademark License ” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned

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by any Grantor or that any such Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any such Grantor under any such agreement.

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule II to the Perfection Certificate, as updated from time to time pursuant to Section 5.04(c), (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

ARTICLE II.

Guarantees

Section 2.01 Guarantees. Each Guarantor irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations, jointly with the other Guarantors and severally. Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to the Company or any other Credit Party of any of the Obligations, and also waives notice of acceptance of its guarantee, notice of protest for nonpayment and all similar formalities.

Section 2.02 Guarantee of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any Deposit Account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Company or any other Person.

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or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of such Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.

Section 2.04 Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of the Company, any other Credit Party or otherwise.

Section 2.05 Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other

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Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company or any other Credit Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, such Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Company or any other Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate to the Obligations of the Company or such Credit Party on the terms set forth in Article XI.

Section 2.06 Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Company’s and each other Credit Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

ARTICLE III.

[Intentionally Omitted]

ARTICLE IV.

Pledge of Securities

Section 4.01 Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby grants to the Collateral Agent, its successors and assigns a security interest in all such Grantor’s right, title and interest in, to and under the Pledged Collateral, to have and to hold all such Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, for the benefit of the Secured Parties; subject, however, to the terms, covenants and conditions hereinafter set forth.

Section 4.02 Voting Rights; Dividends and Interest. (a)Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Grantors that their rights under this Section are being suspended:

(i) Each Grantor shall be entitled to exercise any and all voting and/or other rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement and the Credit Agreement, including the right to sell or otherwise transfer such Pledged Collateral in accordance with the terms of the Credit Agreement.

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(ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney, certificates and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Credit Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral.

(b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(iii) of this Section, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section shall cease, and all such rights shall (subject to any applicable provisions of the First Lien Guarantee and Collateral Agreement and the Lenders Lien Subordination and Intercreditor Agreement) thereupon become vested in the Collateral Agent, which shall (subject as aforesaid) have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the form in which so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 7.03. After all Events of Default have been cured or waived and the Company has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall (subject to any applicable provisions of the First Lien Guarantee and Collateral Agreement, the Lenders Lien Subordination and Intercreditor

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Agreement and the Lien Subordination and Intercreditor Agreement) promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall (subject to any applicable provisions of the First Lien Guarantee and Collateral Agreement and the Lenders Lien Subordination and Intercreditor Agreement) have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Majority Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights.

(d) Any notice given by the Collateral Agent to the Grantors suspending their rights under paragraph (a) of this Section (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE V.

Security Interests in Personal Property

Section 5.01 Creation of Security Interests. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all the Article 9 Collateral now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest.

(b) [Intentionally omitted].

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the First Lien Guarantee and Collateral Agreement secured by (i) the security interests granted under this Section and under the corresponding section of the First Lien Guarantee and Collateral Agreement and (ii) the Liens created under the Mortgages and the “Mortgages” as defined in the First Lien Guarantee and Collateral Agreement, in each case to the extent the assets subject to such security interests and Liens constitute Indenture Properties, shall not exceed the maximum amount of the Obligations and such other “Obligations” that can be so secured without violation of the Indentures (it being agreed that the obligations excluded by this paragraph from the benefits of such security interests in and Liens on the Indenture Properties will be determined based on the priority of the security interests and Liens securing the applicable obligations as set forth herein, with the obligations secured by the most junior security interests and Liens being the first excluded). If at any time after the date hereof any amount of the Obligations that may be secured by any security interest or Lien on the Indenture Properties without violation of the Indentures shall increase, in either case by reason of (i) the termination of the Indentures or any provisions therein or the repayment of all Indebtedness outstanding thereunder, (ii) any amendment of or waiver under the Indentures, (iii) any increase in any applicable basket or exception under the Indentures as a result of the financial performance of the Company and the Subsidiaries or otherwise or (iv) any other event or condition, the amount of the outstanding Obligations and “Obligations” as defined in the First Lien Guarantee and Collateral Agreement secured by security interests in and Liens on the Indenture Properties shall be simultaneously and automatically increased to the maximum amount permitted under the Indentures. No amount of Obligations or “Obligations” as defined in the First Lien Guarantee and Collateral Agreement that shall be secured by security interests in and Liens on the Indenture Properties in accordance with the foregoing provisions of this paragraph shall at any time cease to be so guaranteed or secured as a result of (A) any subsequent amendment of or waiver under any Indenture, (B) any subsequent change in the amount of any basket or exception under any Indenture (to the extent the secured amount of the Obligations and such other “Obligations” is not required to be reduced under the terms of the Indentures) or (C) any other event or condition (to the extent the secured amount of the Obligations and such other “Obligations” is not required to be reduced under the terms of the Indentures); provided , that if the outstanding amount of the Obligations and the “Obligations” as defined in the First Lien Guarantee and Collateral Agreement shall be reduced below the amount permitted to be secured by security interests in and Liens on the Indenture Properties and shall later be increased, the newly incurred Obligations and “Obligations” as defined in the First Lien Guarantee and Collateral Agreement will be secured by security interests in and Liens on the Indenture Properties only to the extent permitted under the Indentures and the foregoing provisions of this Section at the time of such increase or thereafter (with the “Obligations” as defined in the First Lien Guarantee and Collateral Agreement being secured to the fullest extent permitted under the Indentures and the Obligations being secured only to the extent permitted under the Indentures after giving effect to the security interests and Liens securing such “Obligations” as defined in the First Lien Guarantee and Collateral Agreement). Nothing in the preceding two sentences shall result in the aggregate amount of the Obligations secured by the Indenture Properties exceeding the maximum amount of the Obligations that can be so secured without violation of the Indentures.

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(d) The security interests granted under this Section are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

Section 5.02 Certain Filings. (a)Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral of such Grantor or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the jurisdiction in which it is organized, the type of organization and any organizational identification number issued to such Grantor and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

(b) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting any security interest granted by any Grantor in any Material Intellectual Property, without the signature of such Grantor, and naming such Grantor or the Grantors as debtors and the Collateral Agent as secured party.

(c) The Collateral Agent is further authorized to file with the Federal Aviation Administration (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting any security interest granted by any Grantor in any Aircraft and naming such Grantor or the Grantors as debtors and the Collateral Agent as secured party.

Section 5.03 Representations and Warranties. The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that each Grantor has good and valid rights (including ownership rights) in the material Article 9 Collateral with respect to which it has purported to grant a security interest hereunder.

Section 5.04 Covenants. (a)Each Grantor agrees promptly (and in any event within 30 days) to notify the Collateral Agent in writing of any change (i) in its corporate name, (ii) in the location of its chief executive office, (iii) in its identity or type of organization or corporate structure and (iv) in its Federal Taxpayer Identification Number or organizational identification number. Each Grantor agrees to furnish the Collateral Agent at least 10 Business Day (or such shorter period as the Collateral Agent may agree) prior written notice of any change in its jurisdiction of organization. Each Grantor agrees promptly to provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph.

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(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Article 9 Collateral owned by it as shall be consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Article 9 Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any specified Article 9 Collateral.

(c) Each year, at the time of delivery of annual financial statements of the Company with respect to the preceding fiscal year pursuant to the Credit Agreement, the Company shall deliver to the Collateral Agent a certificate executed on behalf of the Company by a Financial Officer and a legal officer of the Company setting forth the information required pursuant to the Perfection Certificate (including the Schedules thereto) or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this paragraph, and setting forth for any Aircraft owned by any Grantor and not already listed on Schedule I hereto information sufficient to permit the Collateral Agent to file notices of its security interests in such Aircraft with the Federal Aviation Administration, including the model number, the tail number, the name, the serial number and the location of such Aircraft (and Schedule I shall be automatically updated to list any Aircraft identified in any such certificate).

(d) The Collateral Agent and such Persons as the Collateral Agent may reasonably designate shall have the right, at the Grantors’ own cost and expense, to inspect the Article 9 Collateral and the premises upon which any of the Article 9 Collateral is located and to verify under reasonable procedures, in accordance with the provisions of the Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, only after the occurrence and during the continuance of an Event of Default, in the case of Accounts or Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

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pursuant to the foregoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Documents.

(f) The Grantors, at their own expense, shall maintain, or cause to be maintained, insurance covering physical loss or damage to the Inventory and Equipment included in the Article 9 Collateral in accordance with the requirements set forth in the Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premiums and take any other actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

(g) Each Grantor shall maintain, in form and manner reasonably satisfactory to the Collateral Agent, records of its Chattel Paper and its books, records and documents evidencing or pertaining thereto.

Section 5.05 Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the security interests created hereby, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral: if any Grantor shall at any time hold or acquire any Instrument representing Indebtedness in excess of $3,000,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

Section 5.06 Covenants Regarding Patent, Trademark and Copyright Collateral. (a)Each Grantor agrees that it will not do or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing or omitting to do any act) whereby any Patent constituting Material Intellectual Property may become invalidated or dedicated to the public, and agrees that it shall continue to mark any products covered by such Patent with the relevant patent number consistent with good business judgment to establish and preserve its rights under applicable patent laws.

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(b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark constituting Material Intellectual Property, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration consistent with good business judgment to establish and preserve its rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.

(c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright constituting Material Intellectual Property, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice consistent with good business judgment to establish and preserve its rights under applicable copyright laws.

(d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright constituting Material Intellectual Property may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same; provided that such notification need not be given if such impairment of such Intellectual Property is not material viewed against the Material Intellectual Property as a whole.

(e) Each Grantor will take all steps consistent with good business judgment that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each application relating to the Patents, Trademarks and/or Copyrights constituting Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights constituting Material Intellectual Property, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancelation proceedings against third parties.

(f) Upon and during the continuance of an Event of Default, each Grantor shall endeavor in good faith to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

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Section 5.07 Lockbox System. (a) The Grantors agree, at all times when the First Lien Agreement shall remain in effect, to comply, for the benefit of the Secured Parties, with the requirements of Section 5.07 of the First Lien Guarantee and Collateral Agreement, and compliance with such requirements shall, at all times when the First Lien Agreement shall remain in effect, be deemed to satisfy the requirements of paragraph (b) below, notwithstanding anything in such paragraph (b) to the contrary.

(b) The Grantors shall maintain, subject to the control of the Collateral Agent pursuant to the Account Control Agreements, a system of lockboxes and related Deposit Accounts (the “Lockbox System”). Each Grantor agrees that it shall have no Deposit Accounts other than (A) Deposit Accounts in the Lockbox System, (B) Excluded Operating Accounts and (C) Local Collection Accounts. Each Grantor further agrees (i) to cause at all times to be in effect with respect to each Deposit Account Institution at which any Deposit Account (other than an Excluded Operating Account or a Local Collection Account) is maintained an Account Control Agreement with respect to each such Deposit Account, (ii) to notify and direct promptly each Account Debtor and every other Person obligated to make payments on Accounts or in respect of any Inventory to make all such payments directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, (iii) to use all reasonable efforts to cause each such Account Debtor and other Person to make all payments with respect to Accounts and Inventory directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, (iv) promptly to deposit all payments received by it on account of Accounts and Inventory, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes in the form in which received (but with any endorsements of such Grantor necessary for deposit or collection), (v) to maintain at all times a Collateral Proceeds Account in the United States, a U.S. dollar Collateral Proceeds Account in Canada and a Canadian dollar Collateral Proceeds Account in Canada, in each case on terms reasonably satisfactory to the Collateral Agent, (vi) to cause all funds on deposit in Local Collection Accounts to be remitted periodically, but in no event less frequently than weekly, to a Deposit Account in the Lockbox System which is subject to an Account Control Agreement, and (vii) to maintain in effect agreements with the applicable Deposit Account Institutions under which amounts on deposit in each Deposit Account (other than Excluded Operating Accounts and Local Collection Accounts) located in the United States and in Canada will not less often than weekly be paid to the Collateral Agent for deposit in same day funds in the Collateral Proceeds Account located in the United States or in the Collateral Proceeds Account in Canada; provided , that so long as no Event of Default has occurred and is continuing, the Grantors shall be permitted to retain in the Deposit Accounts (including Local Collection Accounts, but excluding (I) Excluded Operating Accounts and (II) each Collateral Proceeds Account) which are subject to clauses (vi) and (vii) above, an amount, in the aggregate for all such Deposit Accounts, not to exceed $10,000,000, which amount is to be calculated following the sweep of any such Deposit Account on each date for which

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the standing instructions to sweep such Deposit Account are applicable. So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly (and no less frequently than each Business Day) remit any funds on deposit in each Collateral Proceeds Account to one or more accounts of the Company that have been designated by the Company. Effective upon notice to the Company after the occurrence and during the continuance of an Event of Default, each Collateral Proceeds Account and each Deposit Account (other than Excluded Operating Accounts and Local Collection Accounts) will, without further action on the part of any Grantor or the Collateral Agent, convert into a closed lockbox account under the sole dominion and control of the Collateral Agent in which all funds are held subject to the rights of the Collateral Agent hereunder. Without the prior written consent of the Collateral Agent, no Grantor shall, in a manner adverse to the Secured Parties, change the general instructions given to Account Debtors in respect of payments to be deposited in the Lockbox System. Each Grantor irrevocably authorizes the Collateral Agent, upon the occurrence of an Event of Default, to deliver a Control Notice under each Account Control Agreement. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any instructions pursuant to any Account Control Agreement terminating such Account Control Agreement or the right of such Grantor to make withdrawals from any Deposit Account in the Lockbox System unless an Event of Default shall have occurred and be continuing or, after giving effect to any withdrawal, would occur.

Section 5.08 Insurance. Each Grantor shall cause the Collateral Agent to be named as loss payee on all property insurance maintained in respect of property subject to the Mortgages.

Section 5.09 Securities Accounts . If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee in an account with a securities intermediary, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, cause such securities intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements without further consent of any Grantor, such nominee, or any other Person (each such agreement, a “Securities Account Control Agreement”). The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing.

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ARTICLE VI.

Other Pledges, Mortgages and Security Interests

Section 6.01 Other Security Documents. In addition to the security interests created under Articles IV and V, the parties acknowledge that:

(a) The applicable Grantors and the Collateral Agent are parties to the Foreign Pledge Agreements listed in Schedule II under which such Grantors have pledged (and the applicable Grantors may in the future enter into additional Foreign Pledge Agreements under which such Grantors may pledge) Equity Interests in Foreign Subsidiaries owned by them on a senior basis to secure the Obligations.

(b) The Grantors and the Collateral Agent are parties to the Mortgages as listed in Schedule III, under which they have mortgaged the real properties and interests in the Mortgaged Properties to secure the Obligations.

(c) Certain Grantors that are organized under the laws of Canada or one or more provinces thereof are entering into the Canadian Security Agreements, under which they are creating security interests in certain Collateral owned by them to secure the Obligations.

Section 6.02 Other Security Documents Subject to This Agreement. (a) The parties hereto and to the Other Security Documents agree that they will observe and be bound by, and that the Other Security Documents will in all respects be subject to, the following provisions: (i) to the extent applicable, the provisions of Section 5.01(c) (limiting the amount of the obligations secured by the Indenture Properties owned by the Company); (ii) the provisions of Sections 7.02 and 7.03 (governing the exercise of remedies under the Other Security Documents and the distribution of the proceeds realized from the exercise of remedies under the Security Documents); (iii) the provisions of Articles IX and X (relating to the duties and responsibilities of the Collateral Agent); and (iv) the provisions of Section 12.13 (providing for releases of Guarantees of and Collateral securing the Obligations).

(b) Each of the Mortgages (other than any Mortgage that sets forth in full the provisions referred to in clauses (i) through (iv) of paragraph (a) above) contains or, with respect to any future mortgage, shall contain a provision substantially to the effect set forth below (in the language of such Mortgage) and satisfactory to the Collateral Agent and its counsel:

“THIS AGREEMENT AND THE PLEDGES, SECURITY INTERESTS AND OTHER LIENS AND CHARGES CREATED HEREBY ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT DATED AS OF APRIL 8, 2005, AS AMENDED, AMONG THE GOODYEAR TIRE & RUBBER COMPANY, CERTAIN OF ITS SUBSIDIARIES AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS COLLATERAL AGENT, AND ANY PROVISION OF THIS AGREEMENT THAT IS INCONSISTENT WITH THE PROVISIONS OF SUCH SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN AMENDED TO CONFORM IN ALL RESPECTS TO SUCH PROVISIONS.”

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ARTICLE VII.

Remedies

Section 7.01 Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default under and as defined in the Credit Agreement, to the extent permitted by law, and subject to the provisions of the Lender Lien Subordination and Intercreditor Agreement, (a) the Collateral Agent may demand that each Grantor deliver each item of Collateral owned or held by it to the Collateral Agent, and each Grantor agrees so to deliver all such Collateral, and (b) the Collateral Agent shall have the right to take any of or all the following actions at the same or different times with respect to any Collateral: (i) with respect to any Collateral consisting of Intellectual Property, on demand, to cause its security interest in such Collateral to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to grant any license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, with respect to any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (ii) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law and to the provisions of the Lender Lien Subordination and Intercreditor Agreement, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall (to the extent permitted by law) hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

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exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor (to the extent permitted by law). For purposes hereof, a written agreement to purchase any Collateral or portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Section 7.02 Exercise of Remedies under Other Security Documents. The Collateral Agent shall also have, subject to the provisions of the Lender Lien Subordination and Intercreditor Agreement, the right to exercise remedies provided for in each Other Security Document upon the occurrence and during the continuance of an Event of Default.

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Section 7.03 Application of Proceeds. (a)Unless otherwise required by applicable law, the Collateral Agent shall, subject to the provisions of the Lender Lien Subordination and Intercreditor Agreement, apply the proceeds of the collection or sale of any Collateral, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement or any other Credit Document, or otherwise in connection with any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Credit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document at the direction or for the benefit of holders of the Obligations;

SECOND, to the payment of all such Obligations as shall be owed to the Administrative Agent (in such capacity) and all such Obligations for fees, indemnification or the reimbursement of expenses as shall be owed to any Issuing Bank;

THIRD, to the payment in full of the other Obligations secured by such Collateral, ratably in accordance with the amounts of such Obligations on the date of such application;

FOURTH, to the Junior Collateral Agents (as such term is defined in the Lien Subordination and Intercreditor Agreement) for application as provided in the Lien Subordination and Intercreditor Agreement; and

FIFTH, if there shall be no outstanding “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, or if the Collateral Agent shall be advised by each Junior Collateral Agent (as such term is defined in the Lien Subordination and Intercreditor Agreement) that there are no persons entitled under the documents governing “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, to receive such proceeds or cash, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the provisions of clause THIRD above, any Article 9 Collateral consisting of cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to the Credit Agreement will be applied first against such reimbursement obligations.

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Section 7.04 Grant of License to Use Intellectual Property. (a)Each Grantor hereby grants to the Collateral Agent, to the extent necessary to enable the Collateral Agent to exercise rights and remedies under this Agreement and the Other Security Documents at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, to the extent and only to the extent such license would not violate or result in a default under any license or other agreement, whether express or implied, between the Grantor and any Person other than a Wholly Owned Subsidiary. The rights of the Collateral Agent under such license may be exercised, at the option of the Collateral Agent, solely upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of any Event of Default.

(b) Notwithstanding any other provision contained in this Agreement, any security interest granted hereunder in any Collateral consisting of Intellectual Property to secure the Obligations shall be subject to the license granted under the First Lien Guarantee and Collateral Agreement, as such license may be exercised for the benefit of the holders of any Obligations (as defined in the First Lien Collateral Agreement), and any sale or transfer of Collateral consisting of Intellectual Property upon any exercise of remedies under this Agreement shall be made expressly subject to such license.

Section 7.05 Securities Act. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “ Federal Securities Laws ” ) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the

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distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

Section 7.06 Registration. Each Grantor agrees that, upon the occurrence and during the continuance of an Event of Default, if for any reason the Collateral Agent desires to sell any of the Pledged Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Collateral to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Collateral under applicable law. Each Grantor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses of the Collateral Agent’s legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular relating to the offering for sale of any Pledged Collateral, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Grantor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Collateral to qualify, file or register, any of the Pledged Collateral under the Blue Sky or other securities laws of such jurisdictions as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations under this Section. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced.

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ARTICLE VIII.

Indemnity, Subrogation and Subordination

Section 8.01 Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Grantors and Guarantors may have under applicable law (but subject to Section 8.03), the Company agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement in respect of an Obligation of the Company or of any Subsidiary other than such Guarantor or one of its Subsidiaries, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Grantor shall be sold pursuant to this Agreement or any Other Security Document to satisfy in whole or in part an Obligation of the Company or of any Subsidiary other than such Grantor or one of its Subsidiaries, the Company shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Section 8.02 Contribution and Subrogation. Each Guarantor and Grantor, other than the Company, that has guaranteed, or granted Liens to secure, the Obligations (a “ Contributing Party ” ) agrees (subject to Section 8.03) that, in the event (a) a payment shall be made by any other Guarantor (other than the Company) hereunder in respect of any Obligations or (b) assets of any other Grantor (other than the Company) shall be sold pursuant to any Security Document to satisfy any Obligations, and such other Guarantor or Grantor (the “ Claiming Party ” ) shall not have been fully indemnified by the Company as provided in Section 8.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party and the denominator shall be the aggregate net worth of all the Guarantors and Grantors, other than the Company. For the purposes of the previous sentence, the net worth of each Guarantor and Grantor shall be determined on the date hereof (or, in the case of any Guarantor or Grantor becoming a Guarantor or Grantor after the date hereof, the date on which such Guarantor or Grantor shall have become a Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section shall be subrogated to the rights of such Claiming Party under Section 8.01 to the extent of such payment.

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the Obligations, and no Guarantor or Grantor shall seek to enforce any of such rights until the Obligations have been paid in full. No failure on the part of the Company or any other Guarantor or Grantor to make the payments required by Sections 8.01 and 8.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor or Grantor with respect to its obligations hereunder, and each Guarantor and Grantor shall remain liable for the full amount of the obligations of such Guarantor or Grantor hereunder.

ARTICLE IX.

Duties of Collateral Agent

Section 9.01 Actions Under This Agreement . (a)The Collateral Agent shall not be obligated to take any action under this Agreement or any Other Security Document except for the performance of such duties as are specifically set forth herein and therein. Subject to the provisions of Article X of this Agreement and to the succeeding provisions of this Section, the Collateral Agent shall take such actions, and only such actions, under this Agreement and the Other Security Documents with respect to any Collateral as are requested by the Administrative Agent, on behalf of the Majority Lenders, under the Credit Agreement and as are not inconsistent with or contrary to the provisions of this Agreement, any Other Security Document, the Lender Lien Subordination and Intercreditor Agreement or the Credit Agreement, as well as ministerial and/or administrative actions required or permitted by this Agreement and the Other Security Documents.

(b) THE COLLATERAL AGENT HAS CONSENTED TO SERVE AS COLLATERAL AGENT HEREUNDER ON THE EXPRESS UNDERSTANDING, AND THE HOLDERS OF THE OBLIGATIONS, BY ACCEPTING THE BENEFITS OF THIS AGREEMENT, SHALL BE DEEMED TO HAVE AGREED, THAT THE COLLATERAL AGENT SHALL HAVE NO DUTY AND SHALL OWE NO OBLIGATION OR RESPONSIBILITY (FIDUCIARY OR OTHERWISE) TO THE HOLDERS OF ANY OBLIGATIONS, OTHER THAN THE DUTY TO PERFORM ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT IN ACCORDANCE WITH THEIR TERMS, SUBJECT IN ALL EVENTS TO THE PROVISIONS OF ARTICLE X AND THE OTHER PROVISIONS OF THIS AGREEMENT LIMITING THE RESPONSIBILITY OR LIABILITY OF THE COLLATERAL AGENT HEREUNDER.

ARTICLE X.

Concerning the Collateral Agent

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Security Document. The Collateral Agent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of any Grantor to the Collateral, as to the security afforded by this Agreement or any Other Security Document or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any Other Security Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise for the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral Agent has possession or control of the Collateral. Except as otherwise provided herein, the Collateral Agent shall have no duty to the Grantors or to the holders of the Secured Obligations as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such Collateral the same care that it normally accords to its own assets and the duty to account for moneys received by it. The Collateral Agent shall not be required to ascertain or inquire as to the performance by any Guarantor or Grantor of any of the covenants or agreements contained herein or in any other agreement. Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken or omitted to be taken by any such person in connection with this Agreement or any Other Security Document except for such person’s own gross negligence or wilful misconduct (it being understood that any action taken in accordance with the terms of this Agreement or any Other Security Document by the Collateral Agent or any such officer, agent or representative at the direction or instruction of the Administrative Agent or the Majority Lenders under the Credit Agreement (or not taken in the absence of any such directions or instructions) shall not constitute gross negligence or wilful misconduct). Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such person in accordance with any notice given by the Administrative Agent or the Majority Lenders under the Credit Agreement hereunder or under any Other Security Document even if, at the time such action is taken by any such Person, the Administrative Agent or the Lenders which gave the notice to take such action shall no longer be the Administrative Agent or the Majority Lenders under the Credit Agreement or the Secured Parties on behalf of which such notice was given are no longer the Secured Parties. The Collateral Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact.

Section 10.02 Reliance by Collateral Agent; Indemnity Against Liabilities, etc. (a)Whenever in the performance of its duties under this Agreement or any Other Security Document the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Grantor or any other person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by an officer of such Person which is believed by the Collateral Agent to be genuine and to have been signed or sent by the proper Person, and the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance thereon.

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(b) The Collateral Agent may consult with counsel and shall not incur any liability in taking any action hereunder or under any Other Security Document in good faith in accordance with any advice of such counsel. The Collateral Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement or any Other Security Document, the duties created hereunder or the Collateral from any court of competent jurisdiction.

(c) The Collateral Agent shall not incur any liability in relying upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order or other paper or document which it in good faith believes to be genuine and to have been signed or presented by the proper party. The Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinions that are believed by the Collateral Agent to be genuine and signed or furnished by the proper Person furnished to the Collateral Agent in connection with this Agreement or any Other Security Document.

(d) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received written notice thereof from the Administrative Agent. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such a notice that is believed by the Collateral Agent to be genuine and to have been signed or sent by the proper Person to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any such notice so furnished to it.

(e) If the Collateral Agent has been requested to take any specific action by the Administrative Agent pursuant to any provision of this Agreement or any Other Security Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Other Security Document in the manner so requested unless it shall have been provided indemnity by the Secured Parties on whose behalf such request shall have been made reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction.

Section 10.03 Resignation and Removal of the Collateral Agent. The Collateral Agent may at any time, by giving 30 days’ prior written notice to the Company and the Administrative Agent, resign and be discharged from the responsibilities hereby created, such resignation to become effective upon the appointment of a successor by the Administrative Agent with, so long as no Event of Default has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld) and the acceptance of such appointment by such successor. If no successor shall be appointed and approved within 30 days after the date of any such resignation, the Collateral Agent may apply to any court of competent jurisdiction to appoint a successor to act until a successor shall have been appointed as above provided or may, on behalf of the Secured Parties, appoint a successor Collateral 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.

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Section 10.04 Expenses and Indemnification. By accepting the benefits of this Agreement, each of the Lenders severally agrees (i) to reimburse the Collateral Agent, on demand, in the amount of its pro rata share from time to time (based on the Applicable Percentage of such Lender), of any expenses referred to in this Agreement or in any Other Security Document securing Obligations owed to such Lender and/or any other expenses incurred by the Collateral Agent in connection with the enforcement and protection of the rights of the Collateral Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of any Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent and its Affiliates and its and their respective directors, officers, employees, agents and attorneys (each, an “ Indemnified Party ” ), 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 referred to in this Agreement and/or incurred by the Collateral Agent in connection with this Agreement or the Other Security Documents or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein; provided, in each case, that no Secured Party shall be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Person.

ARTICLE XI.

Subordination of Intercompany Indebtedness

Section 11.01 Subordination. To the fullest extent permitted under law, the Company and each other Grantor and Guarantor hereby agrees that all Intercompany Indebtedness owed to it by any Intercompany Obligor is hereby expressly subordinated, to the extent and in the manner set forth in this Article, to the payment in full in cash of all Obligations of such Intercompany Obligor.

Section 11.02 Dissolution or Insolvency. Upon any dissolution, winding up, liquidation or reorganization of any Intercompany Obligor, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Intercompany Obligor, or otherwise:

(a) the Secured Parties shall, as between such Secured Parties and the Company or any other Grantor or Guarantor, first be entitled to receive payment in full in cash of the Obligations of such Intercompany Obligor in accordance with the terms of such Obligations before the Company or such Grantor or Guarantor shall be entitled to receive any payment on account of the Intercompany Indebtedness of such Intercompany Obligor, whether as principal, interest or otherwise; and

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(b) any payment by, or distribution of the assets of, such Intercompany Obligor of any kind or character, whether in cash, property or securities, to which the Company or any other Grantor or Guarantor would be entitled except for the provisions of clause (a) above shall, upon receipt by the Company or such Grantor or Guarantor, but subject to the provisions of the Lenders Lien Subordination and Intercreditor Agreement, be held in trust (or in a compte de sequestre , if applicable) for the applicable Secured Parties and promptly paid or delivered directly to the Collateral Agent for the benefit of such Secured Parties to the extent necessary to make payment in full in cash of all Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to such Secured Parties in respect of such Obligations.

Section 11.03 Subrogation. Subject to (and only upon) the prior indefeasible payment in full in cash of all the Obligations, the Company or any other Grantor or Guarantor holding Intercompany Indebtedness of such Intercompany Obligor shall be subrogated to the rights of the applicable Secured Parties to receive payments or distributions in cash, property or securities applicable to such Obligations until all amounts owing on the Intercompany Indebtedness of such Intercompany Obligor shall be paid in full, and as between and among such Intercompany Obligor, its creditors (other than its Secured Parties) and the Company or any other Grantor or Guarantor holding Intercompany Indebtedness of such Intercompany Obligor, no such payment or distribution made to the Secured Parties by virtue of this Agreement that otherwise would have been made to the Company or any other Grantor or Guarantor in respect of such Intercompany Indebtedness shall be deemed to be a payment by such Intercompany Obligor on account of such Intercompany Indebtedness.

Section 11.04 Other Creditors. Nothing contained in this Article is intended to or shall impair, as between and among any Intercompany Obligor, its creditors (other than the Secured Parties) and the Company or any other Grantor or Guarantor holding Intercompany Indebtedness of such Intercompany Obligor, the obligations of such Intercompany Obligor to pay its Intercompany Indebtedness as and when the same shall become due and payable in accordance with the terms thereof, or affect the relative rights of the Company or any other Grantor or Guarantor holding Intercompany Indebtedness of such Intercompany Obligor and the creditors of such Intercompany Guarantor (other than the Secured Parties).

Section 11.05 No Waiver. No right of any Secured Party to enforce this Article shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of any of the Collateral Agent, the other Secured Parties, or any Intercompany Obligor, or by any noncompliance by any Intercompany Obligor with the terms, provisions and covenants contained in this Agreement, any Other Security Document or the Credit Agreement, and the Secured Parties are hereby expressly authorized to extend, renew, increase, decrease, modify or amend the terms of the Obligations or any security therefor, and to release, sell or exchange any such security and otherwise deal freely with any Intercompany Obligor, all without notice to or consent of the Company or any other Grantor or Guarantor and without affecting the liabilities and obligations of the parties hereto.

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Section 11.06 Obligations Hereunder Not Affected. (a)All rights and interests of the Secured Parties under this Article, and all agreements and obligations of the Company and each other Grantor or Guarantor under this Article, shall remain in full force and effect irrespective of:

(i) any lack of validity or enforceability of the Credit Agreement;

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or consent to departure from the Credit Agreement;

(iii) any exchange, release or nonperfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee, in respect of all or any of the Obligations; or

(iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Intercompany Obligor in respect of Obligations or of the Company or any Grantor or Guarantor in respect of the agreements contained in this Article.

(b) The agreements contained in this Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Obligations or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made.

(c) The Company and each Grantor and Guarantor hereby agree that the Secured Parties may, without affecting or impairing any of the obligations of the Company or such Grantor or Guarantor hereunder, from time to time to (i) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of, the Obligations or any part thereof and (ii) exercise or refrain from exercising any rights against any Intercompany Obligor or any other Person.

ARTICLE XII.

Miscellaneous

Section 12.01 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be given as provided in the Credit Agreement. All communications and notices hereunder to any Grantor or Guarantor other than the Company shall be given to it in care of the Company as provided in the Credit Agreement.

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Section 12.02 Waivers; Amendment. (a)No failure or delay by the Collateral Agent or any Secured Party in exercising any right or power hereunder or under any other Credit Document 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, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent and the Secured Parties hereunder and under the other Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Credit Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, no extension of credit by any Secured Party under the Credit Agreement or otherwise shall be construed as a waiver of any default hereunder, regardless of whether the Collateral Agent or any Secured Party may have had notice or knowledge of such default at the time. No notice or demand on any Credit Party in any case shall entitle such Credit Party to any other or further notice or demand in similar or other circumstances.

(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 Collateral Agent and the Credit Party or Credit Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required under the Credit Agreement.

Section 12.03 Collateral Agent ’ s Fees and Expenses; Indemnification. (a)The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in the Credit Agreement.

(b) Without limitation of its indemnification obligations under the other Credit Documents, each Grantor and each Guarantor, to the fullest extent permitted under law, jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses shall have resulted from the gross negligence or wilful misconduct of such Indemnitee or from the breach of any of its obligations set forth in any Credit Document.

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any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Credit Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section shall be payable promptly after written demand therefor.

Section 12.04 Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

Section 12.05 Survival of Agreement. All covenants, agreements, representations and warranties made by the Credit Parties in the Credit Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Credit Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Credit Documents and the making of any Loans, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall, subject to Section 12.13, 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 any Credit Document is outstanding and unpaid and so long as the Commitments under the Credit Agreement have not expired or terminated.

Section 12.06 Counterparts; Effectiveness; Several Agreement . This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in this Section. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Credit Party when a counterpart hereof executed on behalf of such Credit Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Credit Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Credit Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Credit Party shall have the right to assign or transfer its rights or obligations hereunder (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement. This Agreement shall be construed as a separate agreement with respect to each Credit Party and may be amended, modified, supplemented, waived or released with respect to any Credit Party without the approval of any other Credit Party and without affecting the obligations of any other Credit Party hereunder.

Section 12.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be

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ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 12.08 Right of Set-Off. Without limitation to the provisions of Section 5.07, if an Event of Default shall have occurred and be continuing and the Loans shall have become due and payable pursuant to Article VII of the Credit Agreement, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Credit Party against any of and all the obligations of such Credit Party now or hereafter existing under this Agreement or any other Credit Document and owed to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender may have.

Section 12.09 Governing Law; Jurisdiction; Consent to Service of Process. (a)This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgment, 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. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Credit Document shall affect any right of the Collateral Agent to bring any action or proceeding relating to any Collateral in the courts of any jurisdiction where such Collateral is located or deemed located.

(c) Each party hereto hereby 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 or any other Credit Document in any court referred to in paragraph (b) of this Section. 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.

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(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 12.01. Nothing in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 12.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 12.11 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 12.12 Security Interest Absolute. The pledges and security interests created hereby and by the Other Security Documents shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Credit Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Credit Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor or Guarantor in respect of the Obligations or this Agreement.

Section 12.13 Termination or Release. (a)All pledges, security interests and Liens created hereunder and under the Other Security Documents and all Guarantees made hereunder shall be automatically released when (i) the principal of all Loans, all accrued interest and fees and all other Obligations due and owing under the Credit Agreement have been paid in full and (ii) the Lenders have no further commitment to lend under the Credit Agreement.

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(b) A Subsidiary shall automatically be released from its obligations as a Grantor or Guarantor hereunder and under each Other Security Document, and all pledges hereunder, or under any Other Security Document, of and security interests created hereunder, or under any Other Security Document, in the Collateral of such Subsidiary shall be automatically released, upon the consummation of any transaction permitted by this Agreement and the Credit Agreement as a result of which such Subsidiary ceases to be a Subsidiary; provided that any consent to such transaction required by the Credit Agreement shall have been obtained and the terms of such consent shall not provide otherwise.

(c) Upon any sale or other transfer of any Collateral permitted under this Agreement and the Credit Agreement by any Grantor to any Person other than the Company or a Subsidiary, or upon the effectiveness of any written consent to the release of any pledge or security interest created hereby or by any Other Security Document in respect of any Collateral pursuant to and in accordance with the requirements of the Credit Agreement, all pledges, security interests and Liens created hereunder or under any Other Security Document of, in or on such Collateral shall be automatically released.

(d) Upon any transfer of any Equity Interests in a Foreign Subsidiary pursuant to and in accordance with Section 6.04(d) of the Credit Agreement, the Collateral Agent shall release any pledge of, security interest in or Lien on such Equity Interests if the conditions to such release set forth in such Section 6.04(d) shall have been satisfied and if the Company shall have delivered a certificate to that effect to the Collateral Agent.

(e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) above, the Collateral Agent shall execute and deliver to each applicable Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or representation or warranty by the Collateral Agent. Notwithstanding paragraph (b) or (c) above, in the case of any Lien on any Equity Interests in an entity organized under the laws of a jurisdiction outside the United States of America, such Lien shall not be released until the Collateral Agent executes and delivers to the applicable Grantor a written consent to such release. The Collateral Agent agrees to execute and deliver any such written consent required by the immediately preceding sentence that is requested by the applicable Grantor in connection with the consummation of any transaction permitted by this Agreement and the Credit Agreement. In the case of any License of Intellectual Property to any Person that is not an Affiliate of any Grantor (i) for which it receives consideration at the time of such License at least equal to the Fair Market Value of the subject Intellectual Property and in respect of which the Borrower shall have delivered a notice to the Administrative Agent designating such transfer as an Asset Disposition for purposes of Section 6.04, (ii) that constitutes an Asset Disposition under Section 6.04, or (iii) that does not materially reduce the collateral value to the Secured Parties of the

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Material Intellectual Property, taken as a whole, and, in each case, is permitted under this Agreement and the Credit Agreement, the Liens on such Intellectual Property granted hereunder shall be subject to the rights of third parties to use such Intellectual Property under such License; provided that no such License shall be used for the purpose of securing or otherwise providing credit support for Indebtedness.

Section 12.14 Additional Grantors and Guarantors. (a)Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in a form agreed to by the Collateral Agent and the Company (an “ Additional Subsidiary Agreement ” ), such Subsidiary shall become a party hereto and a Grantor and a Guarantor hereunder to the extent set forth in such Additional Subsidiary Agreement and shall, to the extent applicable, guarantee and create pledges of and security interests in its assets to secure the Obligations with the same force and effect as if originally named as a Grantor or Guarantor herein. At the time any Subsidiary shall become a party to this Agreement as provided in the preceding sentence, the Schedules hereto shall be supplemented as appropriate to reflect the guarantees, pledges and security interests, as applicable, given or created by such Subsidiary, and such supplemented Schedules shall replace the Schedules that shall theretofore have been attached to this Agreement. The execution and delivery of any Additional Subsidiary Agreement and the amendment of the Schedules hereto as above provided shall not require the consent of any other Credit Party. The rights and obligations of each Credit Party shall remain in full force and effect notwithstanding the addition of any new Credit Party as a party to this Agreement.

(b) Any Subsidiary that is a Guarantor may elect to become a Grantor at any time by delivering a certificate in substantially the form agreed to by the Collateral Agent and the Company or in such other form as may be reasonably required by the Collateral Agent. Any such election shall be effective immediately upon the delivery of such certificate. At the time any such election is made, the Schedules hereto shall be supplemented as appropriate to reflect the pledges and security interests given or created by such Subsidiary, and such supplemented Schedules shall replace the Schedules that shall theretofore have been attached to this Agreement. The execution and delivery of any certificate hereunder and the amendment of the Schedules hereto as above provided shall not require the consent of the Collateral Agent or any Credit Party. The rights and obligations of each Credit Party shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

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such Grantor or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent relating to the Collateral; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or the breach of such Person of its obligations set forth herein.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

SCHEDULE I

Post-Effective Loan Amounts


Lender	Loan Amount
The individual allocations of the Continuing Lenders (other than JPMorgan Chase Bank, N.A.) are on file with the Administrative Agent	$	330,620,944.81
JPMorgan Chase Bank, N.A.	$	69,379,055.19

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

Exhibit 10.2

EXECUTION VERSION

SECTION 2. Existing Guarantee and Collateral Agreement . (a) The Guarantee and Collateral Agreement hereby amends and restates the Second Lien Guarantee and Collateral Agreement, dated as of April 8, 2005, as reaffirmed and amended by the Reaffirmation Agreement, dated as of April 20, 2007, as further reaffirmed and amended by the Reaffirmation Agreement, dated as of April 19, 2012, and as further reaffirmed by the Reaffirmation Agreement, dated as of June 16, 2015 (as so amended, the “ Existing Guarantee and Collateral Agreement ”). The obligations of the Reaffirming Parties under, and as defined in, the Existing Guarantee and Collateral Agreement and the grant of security interests in the Collateral by the Grantors under the Existing Guarantee and Collateral Agreement in favor of the Collateral Agent, for the benefit of the Secured Parties, shall continue under the Guarantee and Collateral Agreement in favor of the Collateral Agent, for the benefit of the Secured Parties, and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by the Guarantee and Collateral Agreement. All references to the Existing Guarantee and Collateral Agreement in any Credit Document or other document or instrument delivered in connection therewith shall be deemed to refer to the Guarantee and Collateral Agreement and the provisions thereof. It is understood and agreed that the Existing Guarantee and Collateral Agreement is being amended and restated by entry into this Agreement on the date hereof. The Grantors hereby acknowledge and confirm each of the financing statements, fixture filings, filings with the United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Collateral that were previously filed in favor of the Collateral Agent, for the benefit of the Secured Parties under the Existing Guarantee and Collateral Agreement shall continue to be in full force and effect in favor of the Collateral Agent, for the benefit of the Secured Parties.

SECTION 3. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Headings. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto 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

SECOND LIEN REAFFIRMATION AGREEMENT

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN REAFFIRMATION AGREEMENT


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent

	by	/s/ Mary Kay Coyle
		Name:	Mary Kay Coyle
		Title:	Managing Director

	by	/s/ Anca Trifan
		Name:	Anca Trifan
		Title:	Managing Director

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN REAFFIRMATION AGREEMENT

GRANTORS AND GUARANTORS


CELERON CORPORATION,

	by	/s/ Peter R. Rapin
		Name:	Peter R. Rapin
		Title:	Vice President and Treasurer

DIVESTED COMPANIES HOLDING COMPANY,

	by	/s/ Peter R. Rapin
		Name:	Peter R. Rapin
		Title:	Vice President and Treasurer

	by	/s/ Daniel T. Young
		Name:	Daniel T. Young
		Title:	Secretary

DIVESTED LITCHFIELD PARK PROPERTIES, INC.,

	by	/s/ Peter R. Rapin
		Name:	Peter R. Rapin
		Title:	Vice President and Treasurer

	by	/s/ Daniel T. Young
		Name:	Daniel T. Young
		Title:	Secretary

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN REAFFIRMATION AGREEMENT


GOODYEAR EXPORT INC.,

	by	/s/ Peter R. Rapin
		Name:	Peter R. Rapin
		Title:	Vice President and Treasurer

GOODYEAR FARMS, INC.,

	by	/s/ Peter R. Rapin
		Name:	Peter R. Rapin
		Title:	Vice President and Treasurer

GOODYEAR INTERNATIONAL CORPORATION,

	by	/s/ Peter R. Rapin
		Name:	Peter R. Rapin
		Title:	Vice President and Treasurer

GOODYEAR WESTERN HEMISPHERE CORPORATION,

	by	/s/ Peter R. Rapin
		Name:	Peter R. Rapin
		Title:	Vice President and Treasurer

T&WA, INC.,

	by	/s/ Peter R. Rapin
		Name:	Peter R. Rapin
		Title:	Treasurer

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN REAFFIRMATION AGREEMENT


GOODYEAR CANADA INC.,

	by	/s/ Caroline Pajot
		Name:	Caroline Pajot
		Title:	President

	by	/s/ Robin Hunter
		Name:	Robin Hunter
		Title:	Secretary

WINGFOOT MOLD LEASING COMPANY,

	by	/s/ Paul Braczek
		Name:	Paul Braczek
		Title:	Secretary

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN REAFFIRMATION AGREEMENT

Exhibit A

Form of Amended and Restated Second Lien Guarantee and Collateral Agreement

[See attached.]

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

dated as of

April 8, 2005

As Amended and Restated as of

March 7, 2017

among

THE GOODYEAR TIRE & RUBBER COMPANY,

as Borrower,

The SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY

Identified as Grantors and Guarantors Herein

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent

TABLE OF CONTENTS


		Page
ARTICLE I

Definitions

SECTION 1.01.	Certain Defined Terms		2

ARTICLE II

Guarantees

SECTION 2.01.	Guarantees		9
SECTION 2.02.	Guarantee of Payment		9
SECTION 2.03.	No Limitations		10
SECTION 2.04.	Reinstatement		10
SECTION 2.05.	Agreement To Pay; Subrogation		11

ARTICLE III

Continuation of Liens Securing US Miscellaneous Obligations

ARTICLE IV

Pledge of Securities

SECTION 4.01.	Pledge		11
SECTION 4.02.	Voting Rights; Dividends and Interest		12

ARTICLE V Security Interests in Personal Property

SECTION 5.01.	Creation of Security Interests		13
SECTION 5.02.	Certain Filings		15
SECTION 5.03.	Representations and Warranties		15
SECTION 5.04.	Covenants		16
SECTION 5.05.	Other Actions		17
SECTION 5.06.	Covenants Regarding Patent, Trademark and Copyright Collateral		18
SECTION 5.07.	Lockbox System		19
SECTION 5.08.	Insurance		20


ARTICLE VI

Other Pledges, Mortgages and Security Interests

SECTION 6.01.	Other Security Documents	21
SECTION 6.02.	Other Security Documents Subject to This Agreement	21

ARTICLE VII

Remedies

SECTION 7.01.	Remedies Upon Default	22
SECTION 7.02.	Exercise of Remedies under Other Security Documents	24
SECTION 7.03.	Application of Proceeds	24
SECTION 7.04.	Grant of License to Use Intellectual Property	25
SECTION 7.05.	Securities Act	25
SECTION 7.06.	Registration	26

ARTICLE VIII

Indemnity, Subrogation and Subordination

SECTION 8.01.	Indemnity and Subrogation	27
SECTION 8.02.	Contribution and Subrogation	27
SECTION 8.03.	Subordination	28

ARTICLE IX

Duties of Collateral Agent

SECTION 9.01.	Actions Under This Agreement	28

ARTICLE X

Concerning the Collateral Agent

SECTION 10.01.	Limitations on Responsibility of Collateral Agent	29
SECTION 10.02.	Reliance by Collateral Agent; Indemnity Against Liabilities, etc	30
SECTION 10.03.	Resignation and Removal of the Collateral Agent	31
SECTION 10.04.	Expenses and Indemnification	31


ARTICLE XI

Subordination of Intercompany Indebtedness

SECTION 11.01.	Subordination	32
SECTION 11.02.	Dissolution or Insolvency	32
SECTION 11.03.	Subrogation	32
SECTION 11.04.	Other Creditors	33
SECTION 11.05.	No Waiver	33
SECTION 11.06.	Obligations Hereunder Not Affected	33

ARTICLE XII

Miscellaneous

SECTION 12.01.	Notices	34
SECTION 12.02.	Waivers; Amendment	34
SECTION 12.03.	Collateral Agent’s Fees and Expenses; Indemnification	35
SECTION 12.04.	Successors and Assigns	35
SECTION 12.05.	Survival of Agreement	35
SECTION 12.06.	Counterparts; Effectiveness; Several Agreement	36
SECTION 12.07.	Severability	36
SECTION 12.08.	Right of Set-Off	36
SECTION 12.09.	Governing Law; Jurisdiction; Consent to Service of Process	36
SECTION 12.10.	WAIVER OF JURY TRIAL	37
SECTION 12.11.	Headings	37
SECTION 12.12.	Security Interest Absolute	38
SECTION 12.13.	Termination or Release	38
SECTION 12.14.	Additional Grantors and Guarantors	39
SECTION 12.15.	Collateral Agent Appointed Attorney-in-Fact	40
SECTION 12.16.	Post-Closing Letter Agreements	40

SCHEDULES:

Schedule I — Aircraft

Schedule II — Foreign Pledge Agreements

Schedule III — Mortgages

EXHIBITS :

Exhibit I — Form of Perfection Certificate

iii

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of April 8, 2005, as amended and restated as of March 7, 2017, among THE GOODYEAR TIRE & RUBBER COMPANY (the “Company”), the Subsidiaries of the Company identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (the “Collateral Agent”).

Accordingly, the parties hereto agree as follows:

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

ARTICLE I.

Definitions

As used in this Agreement, the following terms have the meanings specified below:

“Account Control Agreement” means an account control agreement in a form approved by the Collateral Agent, among a Grantor, the Collateral Agent and a Deposit Account Institution.

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Additional Subsidiary Agreement” has the meaning assigned to such term in Section 12.14.

“Agreement” means this Second Lien Guarantee and Collateral Agreement.

“Aircraft Collateral” means the Aircraft, Aircraft Parts and Aircraft Log Books.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

“Aircraft Log Books” means any and all log books, maintenance records, airworthiness certificates, registration documents and other records and documents relating to the Aircraft or Aircraft Parts.

“Bankruptcy Code” means Title 11 of the U.S. Code.

“Claiming Party” has the meaning assigned to such term in Section 8.02.

“Collateral” means the Pledged Collateral, the Article 9 Collateral and the Mortgaged Properties.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

“Collateral Proceeds Account” means a Deposit Account maintained at JPMorgan Chase Bank, N.A., as Collateral Agent, for the benefit of the Secured Parties, and any successor account maintained with the Collateral Agent.

“Contributing Party” has the meaning assigned to such term in Section 8.02.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

“Credit Card Accounts Receivable” means any receivables due to any Grantor from a credit card issuer or a credit card processor in connection with purchases of Inventory from such Grantor by means of any credit card or debit card.

“Credit Parties” means the Company and each Grantor and Guarantor.

“Deposit Account” means a demand, time, savings, passbook or other account maintained by the Company or a Subsidiary with a bank.

“Deposit Account Institution” means each financial institution at which a Deposit Account in the Lockbox System is maintained.

“FAA” means the Federal Aviation Administration or the United States Department of Transportation or both, as the context may require, or any successors thereto.

“Federal Securities Laws” has the meaning assigned to such term in Section 7.05.

“Foreign Subsidiary” means any Subsidiary organized under the laws of a jurisdiction other than the United States or any of its territories or possessions or any political subdivision thereof.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

(including rights under leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to such Grantor to secure payment by an Account Debtor of any Accounts.

“Grantors” means the Company and the Subsidiary Grantors.

“Guarantors” means the Company and the Subsidiary Guarantors.

“Indemnified Party” has the meaning assigned to such term in Section 10.04.

“Indenture Properties” means each “Restricted Property” (as defined in the Indentures) of the Company and each “Restricted Subsidiary” (as defined in the Indentures).

“Intercompany Obligor” means, with respect to any Intercompany Indebtedness, the obligor in respect of such Intercompany Indebtedness.

“ JPMCB ” means JPMorgan Chase Bank, N.A. and its successors.

“Lenders” means, collectively, the “Lenders” under and as defined in the Credit Agreement.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

“Lenders Lien Subordination and Intercreditor Agreement” means the Amended and Restated Lenders Lien Subordination and Intercreditor Agreement among the Collateral Agent, the collateral agent under the First Lien Agreement, the Borrower and the Subsidiary Guarantors (each as defined therein), dated as of April 19, 2012, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Grantor is a party.

“Lockbox System” has the meaning assigned to such term in Section 5.07.

“New York UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations” means the “Obligations”, as defined in the Credit Agreement.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

“Patents” means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule II to the Perfection Certificate, as updated from time to time pursuant to Section 5.04(c), and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Perfection Certificate” means a certificate substantially in the form of Exhibit I.

“Secured Parties” means the “Secured Parties” under and as defined in the Credit Agreement and each other Person holding any Obligations or to which any Obligations are owed.

“Security Documents” means this Agreement and the Other Security Documents.

“Subsidiary Grantors” means each Subsidiary that is listed under the heading “Grantor” on the signature pages hereto or that becomes a Grantor pursuant to Section 12.14.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

“Subsidiary Guarantors” means each Subsidiary that is listed under the heading “Guarantor” on the signature pages hereto or that becomes a Guarantor pursuant to Section 12.14.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor or that any such Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any such Grantor under any such agreement.

ARTICLE II.

Guarantees

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

Section 2.03 No Limitations. (a)Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of such Guarantor hereunder.

Section 2.04 Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of the Company, any other Credit Party or otherwise.

Section 2.05 Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company or any other Credit Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, such Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Company or any other Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate to the Obligations of the Company or such Credit Party on the terms set forth in Article XI.

ARTICLE III.

[Intentionally Omitted]

ARTICLE IV.

Pledge of Securities

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 7.03. After all Events of Default have been cured or waived and the Company has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall (subject to any applicable provisions of the First Lien Guarantee and Collateral Agreement, the Lenders Lien Subordination and Intercreditor Agreement and the Lien Subordination and Intercreditor Agreement) promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section and that remain in such account.

ARTICLE V.

Security Interests in Personal Property

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

(b) [Intentionally omitted].

(c) Notwithstanding any other provision of this Agreement, for so long as any of the Indentures shall remain in effect and Indebtedness shall be outstanding thereunder, the aggregate amount of the Obligations and the “Obligations” as defined in the First Lien Guarantee and Collateral Agreement secured by (i) the security interests granted under this Section and under the corresponding section of the First Lien Guarantee and Collateral Agreement and (ii) the Liens created under the Mortgages and the “Mortgages” as defined in the First Lien Guarantee and Collateral Agreement, in each case to the extent the assets subject to such security interests and Liens constitute Indenture Properties, shall not exceed the maximum amount of the Obligations and such other “Obligations” that can be so secured without violation of the Indentures (it being agreed that the obligations excluded by this paragraph from the benefits of such security interests in and Liens on the Indenture Properties will be determined based on the priority of the security interests and Liens securing the applicable obligations as set forth herein, with the obligations secured by the most junior security interests and Liens being the first excluded). If at any time after the date hereof any amount of the Obligations that may be secured by any security interest or Lien on the Indenture Properties without violation of the Indentures shall increase, in either case by reason of (i) the termination of the Indentures or any provisions therein or the repayment of all Indebtedness outstanding thereunder, (ii) any amendment of or waiver under the Indentures, (iii) any increase in any applicable basket or exception under the Indentures as a result of the financial performance of the Company and the Subsidiaries or otherwise or (iv) any other event or condition, the amount of the outstanding Obligations and “Obligations” as defined in the First Lien Guarantee and Collateral Agreement secured by security interests in and Liens on the Indenture Properties shall be simultaneously and automatically increased to the maximum amount permitted under the Indentures. No amount of Obligations or “Obligations” as defined in the First Lien Guarantee and Collateral Agreement that shall be secured by security interests in and Liens on the Indenture Properties in accordance with the foregoing provisions of this paragraph shall at any time cease to be so guaranteed or secured as a result of (A) any subsequent amendment of or waiver under any Indenture, (B) any subsequent change in the amount of any basket or exception under any Indenture (to the extent the secured amount of the Obligations and such other “Obligations” is not required to be reduced under the terms of the Indentures) or (C) any other event or condition (to the extent the secured amount of the Obligations and such other “Obligations” is not required to be reduced under the terms of the Indentures); provided , that if the outstanding amount of the Obligations and the “Obligations” as defined in the First Lien Guarantee and Collateral Agreement shall be reduced below the amount permitted to be secured by security interests in and Liens on the Indenture Properties and shall later be increased, the newly incurred Obligations and “Obligations” as defined in the First Lien Guarantee and Collateral Agreement will be secured by security interests in and Liens on the Indenture Properties only to the extent permitted under the Indentures and the foregoing provisions of this Section at the time of such

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

increase or thereafter (with the “Obligations” as defined in the First Lien Guarantee and Collateral Agreement being secured to the fullest extent permitted under the Indentures and the Obligations being secured only to the extent permitted under the Indentures after giving effect to the security interests and Liens securing such “Obligations” as defined in the First Lien Guarantee and Collateral Agreement). Nothing in the preceding two sentences shall result in the aggregate amount of the Obligations secured by the Indenture Properties exceeding the maximum amount of the Obligations that can be so secured without violation of the Indentures.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

(e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Documents.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

Indebtedness in excess of $3,000,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancelation proceedings against third parties.

(b) The Grantors shall maintain, subject to the control of the Collateral Agent pursuant to the Account Control Agreements, a system of lockboxes and related Deposit Accounts (the “ Lockbox System ” ). Each Grantor agrees that it shall have no Deposit Accounts other than (A) Deposit Accounts in the Lockbox System, (B) Excluded Operating Accounts and (C) Local Collection Accounts. Each Grantor further agrees (i) to cause at all times to be in effect with respect to each Deposit Account Institution at which any Deposit Account (other than an Excluded Operating Account or a Local Collection Account) is maintained an Account Control Agreement with respect to each such Deposit Account, (ii) to notify and direct promptly each Account Debtor and every other Person obligated to make payments on Accounts or in respect of any Inventory to make all such payments directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, (iii) to use all reasonable efforts to cause each such Account Debtor and other Person to make all payments with respect to Accounts and Inventory directly to one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes, (iv) promptly to deposit all payments received by it on account of Accounts and Inventory, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in one or more Deposit Accounts in the Lockbox System (or, in the case of Accounts or Inventory of the Company’s retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes in the form in which received (but with any endorsements of such Grantor necessary for deposit or collection), (v) to maintain at all times a Collateral Proceeds Account in the United States, a U.S. dollar Collateral Proceeds Account in Canada and a Canadian dollar Collateral Proceeds Account in Canada, in each case on terms reasonably satisfactory to the Collateral Agent, (vi) to cause all funds on deposit in Local Collection Accounts to be remitted periodically, but in no event less frequently than weekly, to a Deposit Account in the Lockbox System which is subject to an Account Control Agreement, and (vii) to maintain in effect agreements

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

with the applicable Deposit Account Institutions under which amounts on deposit in each Deposit Account (other than Excluded Operating Accounts and Local Collection Accounts) located in the United States and in Canada will not less often than weekly be paid to the Collateral Agent for deposit in same day funds in the Collateral Proceeds Account located in the United States or in the Collateral Proceeds Account in Canada; provided , that so long as no Event of Default has occurred and is continuing, the Grantors shall be permitted to retain in the Deposit Accounts (including Local Collection Accounts, but excluding (I) Excluded Operating Accounts and (II) each Collateral Proceeds Account) which are subject to clauses (vi) and (vii) above, an amount, in the aggregate for all such Deposit Accounts, not to exceed $10,000,000, which amount is to be calculated following the sweep of any such Deposit Account on each date for which the standing instructions to sweep such Deposit Account are applicable. So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly (and no less frequently than each Business Day) remit any funds on deposit in each Collateral Proceeds Account to one or more accounts of the Company that have been designated by the Company. Effective upon notice to the Company after the occurrence and during the continuance of an Event of Default, each Collateral Proceeds Account and each Deposit Account (other than Excluded Operating Accounts and Local Collection Accounts) will, without further action on the part of any Grantor or the Collateral Agent, convert into a closed lockbox account under the sole dominion and control of the Collateral Agent in which all funds are held subject to the rights of the Collateral Agent hereunder. Without the prior written consent of the Collateral Agent, no Grantor shall, in a manner adverse to the Secured Parties, change the general instructions given to Account Debtors in respect of payments to be deposited in the Lockbox System. Each Grantor irrevocably authorizes the Collateral Agent, upon the occurrence of an Event of Default, to deliver a Control Notice under each Account Control Agreement. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any instructions pursuant to any Account Control Agreement terminating such Account Control Agreement or the right of such Grantor to make withdrawals from any Deposit Account in the Lockbox System unless an Event of Default shall have occurred and be continuing or, after giving effect to any withdrawal, would occur.

Section 5.08 Insurance. Each Grantor shall cause the Collateral Agent to be named as loss payee on all property insurance maintained in respect of property subject to the Mortgages.

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SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

ARTICLE VI.

Other Pledges, Mortgages and Security Interests

Section 6.01 Other Security Documents. In addition to the security interests created under Articles IV and V, the parties acknowledge that:

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

effect set forth below (in the language of such Mortgage) and satisfactory to the Collateral Agent and its counsel:

ARTICLE VII.

Remedies

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall (to the extent permitted by law) hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

In the case of any Collateral that constitutes Article 9 Collateral, the Collateral Agent shall give the applicable Grantors 10 days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor (to the extent permitted by law). For purposes hereof, a written agreement to purchase any Collateral or portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

THIRD, to the payment in full of the other Obligations secured by such Collateral, ratably in accordance with the amounts of such Obligations on the date of such application;

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Subordination and Intercreditor Agreement, to receive such proceeds or cash, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

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SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

offering circular relating to the offering for sale of any Pledged Collateral, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Grantor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Collateral to qualify, file or register, any of the Pledged Collateral under the Blue Sky or other securities laws of such jurisdictions as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations under this Section. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced.

ARTICLE VIII.

Indemnity, Subrogation and Subordination

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SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party and the denominator shall be the aggregate net worth of all the Guarantors and Grantors, other than the Company. For the purposes of the previous sentence, the net worth of each Guarantor and Grantor shall be determined on the date hereof (or, in the case of any Guarantor or Grantor becoming a Guarantor or Grantor after the date hereof, the date on which such Guarantor or Grantor shall have become a Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section shall be subrogated to the rights of such Claiming Party under Section 8.01 to the extent of such payment.

Section 8.03 Subordination. (a)Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors and Grantors under Sections 8.01 and 8.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations, and no Guarantor or Grantor shall seek to enforce any of such rights until the Obligations have been paid in full. No failure on the part of the Company or any other Guarantor or Grantor to make the payments required by Sections 8.01 and 8.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor or Grantor with respect to its obligations hereunder, and each Guarantor and Grantor shall remain liable for the full amount of the obligations of such Guarantor or Grantor hereunder.

ARTICLE IX.

Duties of Collateral Agent

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

HOLDERS OF ANY OBLIGATIONS, OTHER THAN THE DUTY TO PERFORM ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT IN ACCORDANCE WITH THEIR TERMS, SUBJECT IN ALL EVENTS TO THE PROVISIONS OF ARTICLE X AND THE OTHER PROVISIONS OF THIS AGREEMENT LIMITING THE RESPONSIBILITY OR LIABILITY OF THE COLLATERAL AGENT HEREUNDER.

ARTICLE X.

Concerning the Collateral Agent

Section 10.01 Limitations on Responsibility of Collateral Agent. The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein or in any Other Security Document. The Collateral Agent makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of any Grantor to the Collateral, as to the security afforded by this Agreement or any Other Security Document or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any Other Security Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise for the maintenance of the Collateral, except as provided in the immediately following sentence when the Collateral Agent has possession or control of the Collateral. Except as otherwise provided herein, the Collateral Agent shall have no duty to the Grantors or to the holders of the Secured Obligations as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such Collateral the same care that it normally accords to its own assets and the duty to account for moneys received by it. The Collateral Agent shall not be required to ascertain or inquire as to the performance by any Guarantor or Grantor of any of the covenants or agreements contained herein or in any other agreement. Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken or omitted to be taken by any such person in connection with this Agreement or any Other Security Document except for such person’s own gross negligence or wilful misconduct (it being understood that any action taken in accordance with the terms of this Agreement or any Other Security Document by the Collateral Agent or any such officer, agent or representative at the direction or instruction of the Administrative Agent or the Majority Lenders under the Credit Agreement (or not taken in the absence of any such directions or instructions) shall not constitute gross negligence or wilful misconduct). Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such person in accordance with any notice given by the Administrative Agent or the Majority Lenders under the Credit Agreement hereunder or under any Other Security Document even if, at the time such action is taken by any such Person, the Administrative Agent or the Lenders which gave the notice to take such action shall no longer be the Administrative

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

Agent or the Majority Lenders under the Credit Agreement or the Secured Parties on behalf of which such notice was given are no longer the Secured Parties. The Collateral Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

Secured Parties on whose behalf such request shall have been made reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

ARTICLE XI.

Subordination of Intercompany Indebtedness

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

(i) any lack of validity or enforceability of the Credit Agreement;

(b) The agreements contained in this Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

Obligations or any part thereof is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of any Intercompany Obligor or otherwise, all as though such payment had not been made.

ARTICLE XII.

Miscellaneous

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

Section 12.03 Collateral Agent’s Fees and Expenses; Indemnification. (a)The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in the Credit Agreement.

(c) The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Credit Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section shall be payable promptly after written demand therefor.

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

Section 12.06 Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in this Section. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Credit Party when a counterpart hereof executed on behalf of such Credit Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Credit Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Credit Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Credit Party shall have the right to assign or transfer its rights or obligations hereunder (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement. This Agreement shall be construed as a separate agreement with respect to each Credit Party and may be amended, modified, supplemented, waived or released with respect to any Credit Party without the approval of any other Credit Party and without affecting the obligations of any other Credit Party hereunder.

Section 12.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 12.09 Governing Law; Jurisdiction; Consent to Service of Process. (a)This Agreement shall be construed in accordance with and governed by the law of the State of New York.

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SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

THE GOODYEAR TIRE & RUBBER COMPANY

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

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such certificate. At the time any such election is made, the Schedules hereto shall be supplemented as appropriate to reflect the pledges and security interests given or created by such Subsidiary, and such supplemented Schedules shall replace the Schedules that shall theretofore have been attached to this Agreement. The execution and delivery of any certificate hereunder and the amendment of the Schedules hereto as above provided shall not require the consent of the Collateral Agent or any Credit Party. The rights and obligations of each Credit Party shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

Section 12.15 Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof in each case upon the occurrence and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral of such Grantor or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent relating to the Collateral; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or the breach of such Person of its obligations set forth herein.

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SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT

EXHIBIT 12.1

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



(Dollars in millions)	Three Months Ended March 31,		Year Ended December 31,
EARNINGS	2017		2016			2015			2014		2013		2012
Pre-tax income before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees	$	239	$	1,206		$	592		$	658	$	782	$	406
Add:
Amortization of previously capitalized interest	3		13			12			11		10		8
Distributed income of equity investees	—		25			24			24		21		11
Total additions	3		38			36			35		31		19
Deduct:
Capitalized interest	5		26			19			24		39		22
Minority interest in pre-tax income of consolidated subsidiaries with no fixed charges	—		8			8			14		26		20
Total deductions	5		34			27			38		65		42

TOTAL EARNINGS	$	237	$	1,210		$	601		$	655	$	748	$	383

FIXED CHARGES
Interest expense	$	89	$	391		$	438		$	439	$	407	$	385
Debt extinguishment costs included in interest expense	—		(12		)	(17		)	—		—		(15		)
Capitalized interest	5		26			19			24		39		22
Interest portion of rental expense ⁽¹⁾	24		100			97			114		119		121
Proportionate share of fixed charges of investees accounted for by the equity method	—		2			1			2		1		1

TOTAL FIXED CHARGES	$	118	$	507		$	538		$	579	$	566	$	514

TOTAL EARNINGS BEFORE FIXED CHARGES	$	355	$	1,717		$	1,139		$	1,234	$	1,314	$	897

RATIO OF EARNINGS TO FIXED CHARGES	3.01		3.39			2.12			2.13		2.32		1.75

(1) Interest portion of rental expense is estimated to equal 1/3 of such expense, which is considered a reasonable approximation of the interest factor.

EXHIBIT 31.1

CERTIFICATION

I, Richard J. Kramer, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of The Goodyear Tire & Rubber Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 28, 2017



/s/ R ICHARD J. K RAMER
Richard J. Kramer Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION

I, Laura K. Thompson, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of The Goodyear Tire & Rubber Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 28, 2017



/s/ L AURA K. T HOMPSON
Laura K. Thompson Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), hereby certifies with respect to the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2017 as filed with the Securities and Exchange Commission (the “10-Q Report”) that to his or her knowledge:


(1)	the 10-Q Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	the information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated:	April 28, 2017	/s/ R ICHARD J. K RAMER
		Richard J. Kramer Chairman of the Board, President and Chief Executive Officer The Goodyear Tire & Rubber Company

Dated:	April 28, 2017	/s/ L AURA K. T HOMPSON
		Laura K. Thompson Executive Vice President and Chief Financial Officer The Goodyear Tire & Rubber Company