“European Union” means the European Union, including the
countries of Austria, Belgium, Denmark, France, Finland, Germany,
Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal,
Spain and Sweden, but not including any country which becomes a
member of the European Union after the Issue Date.
“Exchange Act” means the Securities Exchange Act of 1934, as
“Fair Market Value” means, with respect to any asset or
property, the price which could be negotiated in an arm’s-length, free market transaction,
for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete
the transaction as such price is, unless specified otherwise in the
Indenture, determined in good faith by a Financial Officer of the
Company or by the Board of Directors.
“Finance Lease Obligations” means, an obligation that is
required to be classified and accounted for as a finance lease for
financial reporting purposes in accordance with GAAP, and the
amount of Indebtedness represented by such obligation shall be the
capitalized amount of such obligation determined in accordance with
“Financial Officer” means the Chief Financial Officer, the
Treasurer, any Assistant Treasurer or the Chief Accounting Officer
of the Company, or any Senior Vice President or higher ranking
executive to whom any of the foregoing report.
“Fitch” means Fitch Ratings, Inc., and any successor
“Foreign Subsidiary” means any Restricted Subsidiary of the
Company that is not organized under the laws of the United States
of America or any state thereof or the District of Columbia, other
than Goodyear Canada.
“GAAP” means generally accepted accounting principles in the
United States of America as in effect as of the Issue Date set
(1) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public
(2) statements and pronouncements of the Financial Accounting
(3) such other statements by such other entities as approved by a
significant segment of the accounting profession, and
(4) the rules and regulations of the SEC governing the inclusion of
financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13
of the Exchange Act, including opinions and pronouncements in staff
accounting bulletins and similar written statements from the
accounting staff of the SEC.
All ratios and computations based on GAAP contained in the
Indenture shall be computed in conformity with GAAP.
“Goodyear Canada” means Goodyear Canada Inc., an Ontario
corporation, and its successors and permitted assigns.
“Guarantee” means any obligation, contingent or otherwise,
of any Person directly or indirectly guaranteeing any Indebtedness
of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person:
(1) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness of such other Person (whether
arising by virtue of partnership arrangements, or by agreement to
keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain
financial statement conditions or otherwise), or