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