Bodman Sample Contracts

Albertsons Companies, Inc. – Contract (November 16th, 2018)
CREDIT AGREEMENT Among TENNECO INC., TENNECO AUTOMOTIVE OPERATING COMPANY INC., Other Subsidiary Borrowers From Time to Time Parties Hereto, the Several Lenders From Time to Time Parties Hereto, BRANCH BANKING AND TRUST COMPANY, CAPITAL ONE, NATIONAL ASSOCIATION, CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, CITIZENS BANK, N.A., COMMERZBANK AG, NEW YORK BRANCH, FIFTH THIRD BANK, HSBC BANK USA, N.A., KBC BANK N.V., MIZUHO BANK, LTD., PNC BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, SUMITOMO MITSUI BANKING CORPORATION, TD BANK N.A., U.S. BANK NATIONAL ASSOCIATION, ING BANK NV DUBLIN (October 1st, 2018)
Asset Purchase Agreement Dated as of March 13, 2018 by and Among (May 23rd, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of March 13, 2018 is made by and among ForSaleByOwner.com, LLC, a Delaware limited liability company ("Seller"), ForSaleByOwner.com, LLC, a Michigan limited liability company ("Buyer"), solely for purposes of Section 10.16, In-House Realty LLC, a Michigan limited liability company ("Buyer Guarantor"), and, solely for purposes of Section 10.17, Tribune Publishing Company, LLC, a Delaware limited liability company ("Seller Guarantor").

Albertsons Companies, Inc. – Contract (March 16th, 2018)
Contract (March 16th, 2018)
JELD-WEN Holding, Inc. – Section 1. Term B-4 Loans. (A) Subject to the Terms and Conditions Set Forth Herein, Each of the Replacement Term B-4 Lenders Hereby (I) Commits to Provide Term B-4 Loans to the Borrower in the Amount of Its Term B-4 Commitment, and (Ii) Agrees to Fund Term B-4 Loans to the Borrower in the Amount of Its Term B-4 Commitment, After Which Such Commitment Shall Terminate Immediately and Without Further Action. The Aggregate Amount of the Term B-4 Commitments on the Amendment No. 4 Effective Date Is $440,000,000. (B) the Amendments Set Forth in This Section 1 Constitute a Refinancing Amendment With (December 15th, 2017)

AMENDED TERM LOAN CREDIT AGREEMENT (this Agreement), dated as of March 7, 2017,December 14, 2017 among JELD-WEN Holding, Inc., a Delaware corporation (Holdings), JELD-WEN, Inc., a Delaware corporation (the Company Borrower or the Borrower), the Company Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1), the several banks, financial institutions, institutional investors and other entities from time to time party hereto as lenders (the Lenders), and Bank of America, N.A., as Administrative Agent.

Loan Agreement Dated as of December 4, 2017 Chemical Bank (December 6th, 2017)

LOAN AGREEMENT (the "Agreement"), dated December 4, 2017, between PERCEPTION, INC., a Michigan corporation ("Borrower") and CHEMICAL BANK ("Bank").

Titan International, Inc. – TITAN INTERNATIONAL, INC. 6.500% Senior Secured Notes Due 2023 (November 20th, 2017)
Titan International, Inc. – TITAN INTERNATIONAL, INC. And Each of the Guarantors PARTY HERETO $400,000,000 6.500% Senior Secured Notes Due 2023 INDENTURE Dated as of November 20, 2017 U.S. Bank National Association as Trustee and U.S. Bank National Association as Collateral Trustee (November 20th, 2017)

INDENTURE, dated as of November 20, 2017, among Titan International, Inc., a Delaware 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").

Albertsons Companies, Inc. – Amendment No. 6 (August 22nd, 2017)

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

Randalls Food Markets Inc – Amendment No. 6 (June 28th, 2017)

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

Randalls Food Markets Inc – Amendment No. 4 (May 19th, 2017)

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS HOLDINGSALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

Randalls Food Markets Inc – SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT by and Among ALBERTSONS HOLDINGS LLC, as Holdings, ALBERTSONS LLC, as Parent Borrower, SATURN ACQUISITION MERGER SUB, INC., (To Be Merged With and Into Safeway Inc.), as Co- Borrower, THE OTHER CO-BORROWERS FROM TIME TO TIME PARTY HERETO THE GUARANTORS NAMED HEREIN THE LENDERS FROM TIME TO TIME PARTY HERETO CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Agent and CREDIT SUISSE SECURITIES (USA) LLC CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MORGAN STANLEY SENIOR FUNDING, INC. BARCLAYS BANK PLC and DEUTSCHE BANK SEC (May 19th, 2017)

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS HOLDINGS LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

Randalls Food Markets Inc – Amendment No. 5 (May 19th, 2017)

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

Randalls Food Markets Inc – Amendment No. 1 (May 19th, 2017)

AMENDMENT NO. 1, dated as of December 21, 2015 (this Amendment), to the Second Amended and Restated Term Loan Agreement, dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, the Term Loan Agreement) among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS HOLDINGS LLC, SAFEWAY INC. (Safeway), the other co-borrowers party thereto (together with the Parent Borrower and Safeway, the Borrowers and each, a Borrower), the Guarantors party thereto, the parties thereto from time to time as lenders, whether by execution of the Term Loan Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as further defined in the Term Loan Agreement) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as further defined in the Term Loan Agreement).

Randalls Food Markets Inc – SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of December 21, 2015 Among Albertsons Companies, LLC as the Lead Borrower for the Borrowers Named Herein the Guarantors Named Herein Bank of America, N.A., as Administrative Agent and Collateral Agent and the Lenders Party Hereto Bank of America, N.A. Citigroup Global Markets Inc. Wells Fargo Bank, National Association PNC Capital Markets LLC Credit Suisse Securities (USA) LLC Goldman Sachs Bank USA Morgan Stanley Senior Funding, Inc. Deutsche Bank Securities Inc. SunTrust Robinson Humphrey, Inc. RBC Capital Markets1 B (May 19th, 2017)

This SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT (Agreement) is entered into as of December 21, 2015 among Albertsons Companies, LLC, a Delaware limited liability company (the Lead Borrower), the Persons named on Schedule 1.01A hereto (the Albertsons Borrowers), the Persons named on Schedule 1.01B hereto (the NAI Borrowers and, together with the Lead Borrower, the Albertsons Borrowers and each other Person that becomes a Borrower hereunder in accordance with the terms hereof, collectively, the Borrowers), the Guarantors, each lender from time to time party hereto (collectively, the Lenders and individually, a Lender) and Bank of America, N.A. as Administrative Agent and Collateral Agent.

Exhibits Asset Purchase Agreement (May 10th, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of May 9, 2017, is made and entered into by and among (i) Saga Broadcasting, LLC, a Delaware limited liability company ("Saga Broadcasting") and Saga Quad States Communications, LLC, a Delaware limited liability company ("Saga Quad States") (together, Saga Broadcasting and Saga Quad States are the "Seller"), (ii) Evening Telegram Company d/b/a Morgan Murphy Media a Wisconsin corporation ("Buyer"), and (iii) solely as to Section 6.23, Saga Communications, Inc., a Delaware corporation ("Guarantor").

Asset Purchase Agreement (May 10th, 2017)

ASSET PURCHASE AGREEMENT ("Agreement") dated May 9, 2017 ("Effective Date"), by and among (i) APEX MEDIA CORPORATION, a South Carolina corporation ("AMC"), (ii) PEARCE DEVELOPMENT, LLC, f/k/a Apex Real Property, LLC, a South Carolina limited liability company ("ARP" and, collectively with AMC, the "Sellers"), (iii) Saga Quad States Communications, LLC, a Delaware limited liability company ("Buyer") and (iv) solely as to Section 13.9, G. Dean Pearce, individually ("Owner").

Albertsons Companies, Inc. – Amendment No. 5 (January 18th, 2017)

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

Fifth Amended and Restated Security Agreement (October 27th, 2016)

This Fifth Amended and Restated Security Agreement (the "Agreement") is dated as of August 3, 2016, by and among the parties executing this Agreement under the heading "Debtors" on the signature pages hereto (such parties, along with any parties who execute and deliver to the Agent an agreement in the form attached hereto as Schedule G, being hereinafter referred to collectively as the "Debtors" and individually as a "Debtor") and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch ("BMO"), with its mailing address at 111 West Monroe Street, Chicago, Illinois 60603, acting as administrative agent hereunder for the Secured Creditors hereinafter identified and defined (BMO acting as such administrative agent and any successor or successors to BMO acting in such capacity being hereinafter referred to as the "Agent");

Albertsons Companies, Inc. – Amendment No. 4 (July 29th, 2016)

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS HOLDINGSALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

Titan International, Inc. – Trademark License Agreement (Americas - Goodyear Brand) (May 5th, 2016)

THIS TRADEMARK LICENSE AGREEMENT (this "Agreement"), dated April 1, 2011 (the "Effective Date"), is made and entered into by and among The Goodyear Tire & Rubber Company, an Ohio corporation ("Goodyear"), Goodyear Canada Inc., an Ontario corporation and a subsidiary of Goodyear ("Goodyear Canada"), on the one hand, and Titan International, Inc., an Illinois corporation ("Licensee"), on the other hand. Each of Goodyear and Goodyear Canada are sometimes referred to herein as a "Licensor" and collectively as the "Licensors." Each Licensor and Licensee is sometimes referred to herein as a "Party" and collectively as the "Parties."

AMENDMENT NO. 3 TO Amended and Restated CREDIT AGREEMENT (March 10th, 2016)

This Amendment No. 3 to Amended and Restated Credit Agreement ("Amendment") is made as of March 7, 2016 ("Amendment No. 3 Effective Date") among MANITEX INTERNATIONAL, INC., a Michigan corporation, MANITEX, INC., a Texas corporation, MANITEX SABRE, INC., a Michigan corporation, and BADGER EQUIPMENT COMPANY, a Minnesota corporation (each, individually a "US Borrower," and collectively the "US Borrowers") and MANITEX LIFTKING, ULC, an Alberta company (the "Canadian Borrower" and, together with the US Borrowers, the "Borrowers" and each individually, a "Borrower") and the other Credit Parties (as defined in the Credit Agreement, defined below) and COMERICA BANK, a Texas banking association (in its individual capacity, "Comerica"), as US Agent, US Swing Line Lender, US Issuing Lender and a US Lender, COMERICA BANK, a Texas banking association and authorized foreign bank under the Bank Act (Canada), through its Toronto branch (in its individual capacity, "Comerica Canada") as Canadian Agen

Agreement and Plan of Merger Dated as of February 23, 2016 by and Among Realpage, Inc., as Parent Rp Newco Xviii, Inc., as Merger Sub Nwp Services Corporation, as the Company Ronald Reed, as the Shareholder Representative (February 23rd, 2016)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of February 23, 2016, is made by and among RealPage, Inc., a Delaware corporation ("Parent"), RP Newco XVIII, Inc., a Delaware corporation ("Merger Sub"), NWP Services Corporation, a Delaware corporation (the "Company"), and Ronald Reed, an individual (the "Shareholder Representative").

Albertsons Companies, Inc. – Amendment No. 1 (January 22nd, 2016)

AMENDMENT NO. 1, dated as of December 21, 2015 (this "Amendment"), to the Second Amended and Restated Term Loan Agreement, dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Term Loan Agreement") among ALBERTSON'S LLC, a Delaware limited liability company ("Parent Borrower"), ALBERTSON'S HOLDINGS LLC, SAFEWAY INC. ("Safeway"), the other co-borrowers party thereto (together with the Parent Borrower and Safeway, the "Borrowers" and each, a "Borrower"), the Guarantors party thereto, the parties thereto from time to time as lenders, whether by execution of the Term Loan Agreement or an Assignment and Acceptance (each individually, a "Lender" and collectively, "Lenders" as further defined in the Term Loan Agreement) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, "Agent" as further defined in the Term Loan Ag

Albertsons Companies, Inc. – SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of December 21, 2015 Among Albertsons Companies, LLC as the Lead Borrower for the Borrowers Named Herein the Guarantors Named Herein Bank of America, N.A., as Administrative Agent and Collateral Agent and the Lenders Party Hereto Bank of America, N.A. Citigroup Global Markets Inc. Wells Fargo Bank, National Association PNC Capital Markets LLC Credit Suisse Securities (USA) LLC Goldman Sachs Bank USA Morgan Stanley Senior Funding, Inc. Deutsche Bank Securities Inc. SunTrust Robinson Humphrey, Inc. RBC Capital Markets1 B (January 22nd, 2016)

This SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT ("Agreement") is entered into as of December 21, 2015 among Albertsons Companies, LLC, a Delaware limited liability company (the "Lead Borrower"), the Persons named on Schedule 1.01A hereto (the "Albertson's Borrowers"), the Persons named on Schedule 1.01B hereto (the "NAI Borrowers" and, together with the Lead Borrower, the Albertson's Borrowers and each other Person that becomes a Borrower hereunder in accordance with the terms hereof, collectively, the "Borrowers"), the Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender") and Bank of America, N.A. as Administrative Agent and Collateral Agent.

AMENDMENT NO. 2 TO Amended and Restated CREDIT AGREEMENT (November 5th, 2015)

This Amendment No. 2 to Amended and Restated Credit Agreement ("Amendment") is made as of October 30, 2015 ("Amendment No. 2 Effective Date") among MANITEX INTERNATIONAL, INC., a Michigan corporation, MANITEX, INC., a Texas corporation, MANITEX SABRE, INC., a Michigan corporation, BADGER EQUIPMENT COMPANY, a Minnesota corporation, and MANITEX LOAD KING, INC., a Michigan corporation (each, individually a "US Borrower," and collectively the "US Borrowers") and MANITEX LIFTKING, ULC, an Alberta company (the "Canadian Borrower" and, together with the US Borrowers, the "Borrowers" and each individually, a "Borrower") and the other Credit Parties (as defined in the Credit Agreement, defined below) and COMERICA BANK, a Texas banking association (in its individual capacity, "Comerica"), as US Agent, US Swing Line Lender, US Issuing Lender and a US Lender, COMERICA BANK, a Texas banking association and authorized foreign bank under the Bank Act (Canada), through its Toronto branch (in its indiv

Conifer Holdings, Inc. – Conifer Holdings, Inc. Amended and Restated Credit Agreement Dated as of September 29, 2014 Comerica Bank (June 12th, 2015)
GLAUKOS Corp – Glaukos Corporation Amended and Restated Revolving Credit and Term Loan Agreement Dated as of February 23, 2015 Comerica Bank as Administrative Agent, Sole Lead Arranger and Sole Bookrunner (May 12th, 2015)

O-2 FORM OF TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR US FEDERAL INCOME TAX PURPOSES)

Titan International, Inc. – Trademark License Agreement (Americas - Goodyear Brand) (April 30th, 2015)

THIS TRADEMARK LICENSE AGREEMENT (this "Agreement"), dated April 1, 2011 (the "Effective Date"), is made and entered into by and among The Goodyear Tire & Rubber Company, an Ohio corporation ("Goodyear"), Goodyear Canada Inc., an Ontario corporation and a subsidiary of Goodyear ("Goodyear Canada"), on the one hand, and Titan International, Inc., an Illinois corporation ("Licensee"), on the other hand. Each of Goodyear and Goodyear Canada are sometimes referred to herein as a "Licensor" and collectively as the "Licensors." Each Licensor and Licensee is sometimes referred to herein as a "Party" and collectively as the "Parties."

GLAUKOS Corp – Glaukos Corporation Amended and Restated Revolving Credit and Term Loan Agreement Dated as of February 23, 2015 Comerica Bank as Administrative Agent, Sole Lead Arranger and Sole Bookrunner (April 16th, 2015)

O-2 FORM OF TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR US FEDERAL INCOME TAX PURPOSES)

Unique Fabricating – AGREEMENT AND PLAN OF MERGER by and Among UFI ACQUISITION, INC., UFI MERGER SUB, INC., UNIQUE FABRICATING INCORPORATED, and AMERICAN CAPITAL, LTD., AS REPRESENTATIVE OF THE HOLDERS Dated as of February 19, 2013 (September 26th, 2014)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of February 19, 2013, by and among UFI Acquisition, Inc., a Delaware corporation (the "Buyer"), UFI Merger Sub, Inc., a Delaware corporation (the "Merger Sub"), Unique Fabricating Incorporated, a Delaware corporation (the "Company"), and American Capital, Ltd., a Delaware corporation, in its capacity as the Representative of the Holders (the "Representative"). Unless otherwise provided, capitalized terms used herein are defined in ARTICLE 1 below.

Video Display Corporation – Asset Purchase Agreement Dated as of August 13, 2013 by and Among Video Display Corporation, Aydin Displays, Inc. And Sparton Aydin, Llc (October 15th, 2013)

THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of August 13, 2013 is made by and among Aydin Displays, Inc., a Georgia corporation (the Seller), Video Display Corporation, a Georgia corporation (Shareholder) and Sparton Aydin, LLC, a Delaware limited liability company (Buyer).

Titan International, Inc. – 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 Trustee (October 7th, 2013)

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. – Exchange Agreement (January 25th, 2013)

This Exchange Agreement (this "Agreement") is made and entered into on January 23, 2013, by and between Titan International, Inc., an Illinois corporation (the "Company") and the undersigned holder of the Company's 5.625% Convertible Senior Subordinated Notes due 2017(the "Holder").