GOODYEAR TIRE & RUBBER CO /OH/
EXHIBIT 10.3
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<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>l99117aexv10w3.txt
<DESCRIPTION>EXHIBIT 10.3
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                                                                    EXHIBIT 10.3



                                                             EXECUTION COPY


            FIRST AMENDMENT, dated as of December 10, 2002 (this "Amendment"),
to the Receivables Purchase Agreement (the "Agreement"), dated as of April 27,
2001, between The Goodyear Tire & Rubber Company ("Goodyear"), an Ohio
corporation, as seller (in such capacity, the "Seller"), and Wingfoot A/R LLC, a
Delaware limited liability company (the "Issuer").

                                   WITNESSETH:

            WHEREAS, the Seller has requested, and, upon this Amendment becoming
effective, the Issuer has agreed, that certain sections of the Agreement be
amended in the manner provided for in this Amendment.

            NOW, THEREFORE, the parties hereto hereby agree as follows:

            1. Defined Terms. All capitalized terms used herein shall have the
meanings given to them in the Definitions List attached to the Base Indenture
(the "Base Indenture"), dated as of April 27, 2001, between the Issuer and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as indenture
trustee (the "Indenture Trustee"), or the Series 2001-1 Indenture Supplement,
dated as of April 27, 2001, as amended (the "Series 2001-1 Supplement"), among
the Issuer, Goodyear, as collection agent (in such capacity, the "Collection
Agent"), the several commercial paper conduits listed on Schedule I thereto (the
"CP Conduit Purchasers"), the banks party thereto with respect to each CP
Conduit Purchaser (the "APA Banks"), the agent banks party thereto with respect
to each CP Conduit Purchaser (the "Funding Agents"), JPMorgan Chase Bank, in its
capacity as administrative agent for the CP Conduit Purchasers, the APA Banks
and the Funding Agents (the "Administrative Agent"), and the Indenture Trustee.
If a capitalized term used herein is given different meanings by the Base
Indenture and the Series 2001-1 Supplement, the meaning given in the Series
2001-1 Supplement shall control.

            2. Amendment to Section 1.1. Section 1.1 of the Agreement is hereby
amended by adding the following new definitions in alphabetical order:

            "Actuarial Report" means a report prepared by a Plan's outside
     actuary not less frequently than annually, showing the amount of any
     Minimum Funding Obligation that the actuary estimates will be due for the
     period covered by such report.

            "Minimum Funding Obligation" means the amount of any quarterly or
     annual contribution to a Plan that is required under Section 412 of the
     Code.

            3. Amendment to Section 4.2. Section 4.2 of the Agreement is hereby
amended by:


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                        (a) deleting clause (iii) of Section 4.2(p) and
            inserting in lieu thereof the following new clause (iii):

                        (iii) Either (A) based on the most recent Actuarial
                  Report delivered to the Seller, the Seller will not have a
                  Minimum Funding Obligation with respect to any Plan in the
                  next 90 days, or (B) the most recent Actuarial Report
                  delivered to the Seller shows that a Minimum Funding
                  Obligation is due with respect to a Plan in less than 90 days
                  and the Seller will have satisfied such Minimum Funding
                  Obligation no later than 5 Business Days after the Seller
                  received such Actuarial Report;

                        (b) deleting the word "and" from the end of clause (iv)
            thereof;

                        (c) deleting the period at the end of clause (v) thereof
            and inserting a semicolon and the word "and" in lieu thereof; and

                        (d) adding the following new clause (vi) to Section
            4.2(p):

                        (vi) No other event or condition with respect to the
                  Seller or any of its ERISA Affiliates or any Plan or
                  Multiemployer Plan has occurred or could reasonably be
                  expected to occur that could reasonably be expected to cause a
                  lien to be imposed under ERISA or the Code on the property or
                  the assets of the Seller or any of its ERISA Affiliates in
                  respect of any Plan or Multiemployer Plan.

            4. Amendment to Section 6.1. Section 6.1 of the Agreement is hereby
amended by deleting the references to "BB" and "Ba2" from clause (f) thereof and
inserting in lieu thereof references to "BB-" and "Ba3", respectively.


            5. Conditions to Effectiveness. This Amendment shall become
effective on December 10, 2002 (the "Amendment Effective Date") if each of the
following conditions precedent shall have been satisfied on or prior to such
day:

            (a)   The Administrative Agent shall have received, with a copy for
     each Funding Agent, this Amendment duly executed and delivered by the
     Seller and the Issuer; and

            (b)   The conditions to the effectiveness of the Second Amendment,
     dated as of the date hereof, to the Series 2001-1 Supplement shall have
     been satisfied.

            6. Miscellaneous

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                                                                               3


            (a)   Payment of Expenses. The Seller agrees to pay or reimburse the
     Administrative Agent for all of its out-of-pocket costs and reasonable
     expenses incurred in connection with this Amendment, including, the
     reasonable fees and disbursements of its counsel.

            (b)   No Other Amendments; Confirmation. Except as expressly
     amended, modified and supplemented hereby, the provisions of the
     Agreement are and shall remain in full force and effect.

            (c)   Governing Law; Counterparts. (i) THIS AMENDMENT SHALL BE
     GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
     NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
     HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  (ii) This Amendment may be executed in two or more
         counterparts (and by different parties on separate counterparts), each
         of which shall be an original, but all of which together shall
         constitute one and the same instrument. A set of the copies of this
         Amendment signed by all the parties shall be lodged with the
         Administrative Agent. This Amendment may be delivered by facsimile
         transmission of the relevant signature pages hereof.

     IN WITNESS WHEREOF, the Seller and the Issuer have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.


                                      WINGFOOT A/R LLC



                                      By: /s/ DARREN R. WELLS
                                         ----------------------
                                         Name: DARREN R. WELLS
                                         Title: VICE PRESIDENT & TREASURER


                                      THE GOODYEAR TIRE & RUBBER COMPANY

                                      By: /s/ DARREN R. WELLS
                                         ----------------------
                                         Name: DARREN R. WELLS
                                         Title: VICE PRESIDENT & TREASURER








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