Common Codes and ISINs. The Issuer has caused Common Codes and ISINs to be printed on the Notes and has directed the Trustee to use Common Codes and ISINs in notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice or notice of redemption and reliance may be placed only on the other identification numbers placed thereon. To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Note. Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. This certificate relates to €____________ principal amount of Notes held in definitive registered form by the undersigned. The undersigned has requested the Trustee by written order to exchange or register the transfer of a Definitive Registered Note. In connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the time that the Notes may be freely traded without any limitations and conditions under Rule 144 under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuer; or (2) o to the Registrar for registration in the name of the Holder, without transfer; or (3) o pursuant to an effective registration statement under the Securities Act; or (4) o inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or (5) o outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act and such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or (6) o pursuant to another available exemption from registration provided under the Securities Act. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof, provided, however, that if box (5) or (6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Trustee or the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Date: _____________________ Your Signature: Sign exactly as your name appears on the other side of this Note. Signature Guarantee*: *(Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee) TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: Signature: (to be executed by an executive officer of purchaser) The initial principal amount of this Global Note is €[ ]. The following increases or decreases in this Global Note have been made: Date of Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Exchange Principal Amount of this Principal Amount of this Global Note following such signatory of Trustee or If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale o Change of Control o If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount (€100,000 and integral multiples of €1,000 in excess thereof): €__________ Date: __________________ Your Signature: __________________ (Sign exactly as your name appears on the other side of the Note) Signature Guarantee:_____________________________ Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee Deutsche Trustee Company Limited Winchester House 1 Great ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Re: 6 3/4% Senior Notes due 2019 of Goodyear Dunlop Tires Europe B.V. (the “Notes”) Reference is hereby made to the Indenture dated as of April 20, 2011, among Goodyear Dunlop Tires Europe B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (the “Issuer”), The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages thereto, Deutsche Trustee Company Limited, as Trustee (the “Trustee”), Deutsche Bank Luxembourg S.A., as registrar, Deutsche Bank AG, London Branch, as principal paying agent and transfer agent, and The Bank of New York Mellon (Luxembourg), S.A., as Luxembourg paying agent and transfer agent (the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________, (the “Transferor”) owns and proposes to transfer the Note/Notes or interest in such Note/Notes (the “Book-Entry Interest”) specified in Annex A hereto, in the principal amount of €______________ in such Note/Notes or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:
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Common Codes and ISINs. The Issuer has caused Common Codes and ISINs to be printed on the Notes and has directed the Trustee to use Common Codes and ISINs in notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice or notice of redemption and reliance may be placed only on the other identification numbers placed thereon. To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Note. Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. This certificate relates to €____________ € principal amount of Notes held in definitive registered form by the undersigned. The undersigned has requested the Trustee by written order to exchange or register the transfer of a Definitive Registered Note. In connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the time that the Notes may be freely traded without any limitations and conditions under Rule 144 under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW
(1) o ☐ to the Issuer; or
(2) o ☐ to the Registrar for registration in the name of the Holder, without transfer; or
(3) o ☐ pursuant to an effective registration statement under the Securities Act; or
(4) o ☐ inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or
(5) o ☐ outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act and such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
(6) o ☐ pursuant to another available exemption from registration provided under the Securities Act. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof, provided, however, that if box (5) or (6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Trustee or the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Date: _____________________ Your Signature: Sign exactly as your name appears on the other side of this Note. Signature Guarantee*: ** (Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee) TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: Signature: (to be executed by an executive officer of purchaser) The initial principal amount of this Global Note is €[ ]. The following increases or decreases in this Global Note have been made: Date of Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Exchange Principal Amount of this Principal Amount of this Global Note following such signatory of Trustee or If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box: Asset Sale o Change of Control o If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount (€100,000 and integral multiples of €1,000 in excess thereof): €__________ Date: __________________ Your Signature: __________________ (Sign exactly as your name appears on the other side of the Note) Signature Guarantee:_____________________________ Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee Deutsche Trustee Company Limited Winchester House 1 Great ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Re: 6 3/4% Senior Notes due 2019 of Goodyear Dunlop Tires Europe B.V. (the “Notes”) Reference is hereby made to the Indenture dated as of April 20, 2011, among Goodyear Dunlop Tires Europe B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (the “Issuer”), The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages thereto, Deutsche Trustee Company Limited, as Trustee (the “Trustee”), Deutsche Bank Luxembourg S.A., as registrar, Deutsche Bank AG, London Branch, as principal paying agent and transfer agent, and The Bank of New York Mellon (Luxembourg), S.A., as Luxembourg paying agent and transfer agent (the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________, (the “Transferor”) owns and proposes to transfer the Note/Notes or interest in such Note/Notes (the “Book-Entry Interest”) specified in Annex A hereto, in the principal amount of €______________ in such Note/Notes or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:
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