EXHIBIT 4.5
EXECUTION VERSION
REAFFIRMATION AGREEMENT dated as of April 20, 2007 (this
"Agreement"), among THE GOODYEAR TIRE & RUBBER COMPANY
("Goodyear"), the other Subsidiaries of THE GOODYEAR TIRE &
RUBBER COMPANY identified as Grantors and Guarantors under the
Security Documents referred to 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 Restated Credit Agreement referred
to below.
Goodyear has requested that the Second Lien Credit Agreement dated as
of April 8, 2005, among Goodyear, the Lenders party thereto, Deutsche Bank Trust
Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as
Administrative Agent (the "Credit Agreement"), be amended and restated in the
form of the Amended and Restated Second Lien Credit Agreement dated as of the
date hereof among Goodyear, the Lenders party thereto, Deutsche Bank Trust
Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as
Administrative Agent (the "Restated Credit Agreement"), and that the Guarantee
and Collateral Agreement (as defined in the Credit Agreement) be amended as set
forth in Section 1(b) below. Capitalized terms used but not defined herein have
the meaning given them by the Restated Credit Agreement.
Each of the Reaffirming Parties is party to one or more of the
Security Documents referred to in the Credit Agreement, and each Reaffirming
Party expects to realize, or has realized, substantial direct and indirect
benefits as a result of the Restated Credit Agreement 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
Restated Credit Agreement 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 Security Documents and
in existence immediately prior to the Restatement Date shall continue in full
force and effect on the terms of the respective Security Documents and (ii) on
the Restatement Date the Obligations under the Restated Credit Agreement shall
constitute "Obligations" under the Guarantee and Collateral Agreement as amended
by paragraph (b) below (as so amended, the "Amended GCA") and "secured
obligations" (however defined) under the other Security Documents (subject to
any limitations set forth in the Amended GCA or such other Security Documents).
Each party hereto confirms that the intention of the parties is
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that each of the Guarantee and Collateral Agreement and each other Security
Document shall not terminate on the Restatement Date and shall continue in full
force and effect as amended or amended and restated by the Restated Credit
Agreement, this Agreement or otherwise.
(b) The references to Section "6.06(e)" and "6.06(f)" of the Credit
Agreement in Section 12.13(d) of the Guarantee and Collateral Agreement are
hereby replaced with references to Section "6.04(d)".
(c) On the Restatement Date, (i) the term "Credit Agreement", as used
in the Security Documents, shall mean the Restated Credit Agreement and (ii) the
terms "Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof"
and words of similar import, as used in the Amended GCA, shall, unless the
context otherwise requires, refer to the Guarantee and Collateral Agreement as
amended hereby.
SECTION 2. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 3. 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 telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.
SECTION 4. 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 & ▇▇▇▇▇ LLP and other counsel for
the Administrative Agent and the Collateral Agent.
SECTION 5. Headings. The headings of this Agreement are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 6. No Novation. Neither this Agreement nor the execution,
delivery or effectiveness of the Restated Credit Agreement shall extinguish the
obligations for the payment of money outstanding under the Restated Credit
Agreement or the Credit Agreement or discharge or release the Lien or priority
of any Security Document or any other security therefor. Nothing herein
contained shall be construed as a substitution or novation of the obligations
outstanding under the Restated 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 Restated 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
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any Security Document from any of its obligations and liabilities under the
Restated Credit Agreement or the Security Documents. Each of the Restated Credit
Agreement and the Security Documents shall remain in full force and effect,
until (as applicable) and except to any extent modified hereby or by the
Amendment Agreement or in connection herewith and therewith.
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,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
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JPMORGAN CHASE BANK, N.A., as
Administrative Agent,
by /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Collateral Agent,
by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
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GRANTORS AND GUARANTORS
BELT CONCEPTS OF AMERICA, INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
CELERON CORPORATION,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
COSMOFLEX, INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
DAPPER TIRE CO, INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
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DIVESTED COMPANIES HOLDING COMPANY,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
DIVESTED LITCHFIELD PARK PROPERTIES,
INC.,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
GOODYEAR ENGINEERED PRODUCTS CANADA,
INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
GOODYEAR ENGINEERED PRODUCTS
INTERNATIONAL, INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
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GOODYEAR ENGINEERED PRODUCTS THAILAND,
INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
GOODYEAR FARMS, INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
GOODYEAR INTERNATIONAL CORPORATION,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
GOODYEAR WESTERN HEMISPHERE CORPORATION,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
THE KELLY-SPRINGFIELD TIRE CORPORATION,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
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WHEEL ASSEMBLIES INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
WINGFOOT VENTURES EIGHT INC.,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
GOODYEAR CANADA INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary
THE GOODYEAR TIRE & RUBBER COMPANY
SECOND LIEN REAFFIRMATION AGREEMENT
