FIRST AMENDATORY AGREEMENT TO THIRD AMENDMENT TO CREDIT AGREEMENT
Exhibit
10
THIRD
AMENDMENT TO CREDIT AGREEMENT
This
First Amendatory Agreement to Third Amendment to Credit Agreement (“Amendment”)
is dated as of July 31, 2006, and is entered into among Titan International,
Inc. (the “Company”), the financial institutions executing a signature page to
this Amendment (collectively the “Lenders”) and LaSalle Bank National
Association (“LaSalle”), both individually as a Lender and as Administrative
Agent.
WITNESSETH:
WHEREAS,
the Company and LaSalle were among the parties to that certain Credit Agreement
dated as of July 23, 2004 (together with all amendments, exhibits, schedules,
attachments and appendices thereto, the “Credit Agreement”); and
WHEREAS,
the parties to the Credit Agreement entered into a First Amendment to Credit
Agreement dated as of February 16, 2005, whereby certain terms and conditions
of
the Credit Agreement were modified and revised; and
WHEREAS,
the Company and certain of the Lenders entered into a Second Amendment to
Credit
Agreement dated as of October 21, 2005 whereby certain other changes in the
terms and conditions of the Credit Agreement were modified and revised;
and
WHEREAS,
the Company and all of the Lenders entered into a Third Amendment to Credit
Agreement dated June 28, 2006 whereby certain other changes in the terms
and
conditions of the Credit Agreement will be modified and revised upon its
effective date (the “Third Amendment”); and
WHEREAS,
the effectiveness of the Third Amendment is subject to the satisfaction of
a
number of conditions precedent on or before July 31, 2006; and
WHEREAS,
the Third Amendment has not yet become effective because the Company is unable
to satisfy all of said conditions precedent on or before July 31, 2006, and
the
Company has now requested that Lenders extend the deadline for satisfaction
of
such conditions; and
WHEREAS,
the Lenders are willing to so amend the Third Amendment pursuant to the terms
and conditions of this Amendment.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, Company and Lenders hereby agree to the following,
as of the date hereof:
1. The
last
sentence of Section
15
of the
Third Amendment is hereby amended in its entirety to be and read as follows:
“If
the Amendment Effective Date shall not have occurred on or before
August
15, 2006, this Third Amendment shall be null and void and of no
further
effect.”
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2. This
Amendment may be executed in any number of counterparts and by different
parties
hereto on separate counterparts, each of which when so executed shall be
an
original but all of which shall constitute one and the same instrument. Except
as specifically waived or amended hereby, all of the terms and conditions
of the
Third Amendment shall stand and remain unchanged and in full force and effect.
The Third Amendment, as amended hereby and all rights and powers created
thereby
and thereunder or under such other documents are in all respects ratified
and
confirmed. No reference to this Amendment need be made in any note, instrument
or other document making reference to the Third Amendment.
This
Amendment shall be binding upon and enure to the benefit of the Lenders and
the
Company and their successors and assigns.
This
Amendment shall be construed and governed by and in accordance with the laws
of
the State of Illinois (without regard to principles of conflicts of
laws).