TITAN INTERNATIONAL, INC. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the guarantors signatory hereto EXCHANGE AND REGISTRATION RIGHTS AgreementExchange and Registration Rights Agreement • October 7th, 2013 • Titan International Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Titan International, Inc., an Illinois corporation (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its $400,000,000 aggregate principal amount of 6.875% Senior Secured Notes due 2020 (the “Senior Secured Notes”), which are guaranteed by the Guarantors (as defined herein). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and each of the Guarantors, jointly and severally, agree with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
TITAN INTERNATIONAL, INC. and each of the Guarantors PARTY HERETO $400,000,000 6.875% Senior Secured Notes due 2020 INDENTURE Dated as of October 7, 2013 U.S. Bank National Association as Trustee and U.S. Bank National Association as Collateral TrusteeMortgage, Security Agreement • October 7th, 2013 • Titan International Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
INDENTURE, dated as of October 7, 2013, among Titan International, Inc., an Illinois corporation (the “Company”), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and collateral trustee (the “Collateral Trustee”).
Titan International, Inc. And Each of the Guarantors Party HeretoSupplemental Indenture • October 7th, 2013 • Titan International Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
DISCHARGE SUPPLEMENTAL INDENTURE (the “Discharge Supplemental Indenture”), dated as of October 7, 2013, among TITAN INTERNATIONAL, INC., an Illinois corporation (the “Company”), the guarantors party hereto (the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) and collateral trustee (the “Collateral Trustee”), under the indenture dated as of October 1, 2010 (the “Base Indenture”), as supplemented by the first supplemental indenture dated as of March 11, 2013 (the “First Supplemental Indenture”), as supplemented by the second supplemental indenture dated as of October 7, 2013 (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Base Indenture, the “Indenture”) providing for the Company’s 7.875% Senior Secured Notes due 2017 (the “Notes”).
Titan International, Inc. And Each of the Guarantors Party HeretoSecond Supplemental Indenture • October 7th, 2013 • Titan International Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of October 7, 2013, among TITAN INTERNATIONAL, INC., an Illinois corporation (the “Company”), the guarantors party hereto (the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) and collateral trustee (the “Collateral Trustee”), under the indenture dated as of October 1, 2010 (the “Base Indenture”), as supplemented by the first supplemental indenture dated as of March 11, 2013 (together with the Base Indenture, the “Indenture”) providing for the Company’s 7.875% Senior Secured Notes due 2017 (the “Notes”).
