exv4w2






TITAN INTERNATIONAL, INC.




$200,000,000

7.875% Senior Secured Notes due 2017



unconditionally guaranteed as to the

payment of principal, premium,

if any, and interest by

the guarantors signatory hereto



 





EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



October 1, 2010




Goldman, Sachs & Co.

200 West Street

New York, New York 10282-2198




As representative of the several Initial Purchasers
named in Annex A hereto



Ladies and Gentlemen:




          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 $200,000,000 aggregate principal amount of 7.875% Senior Secured Notes due
2017 (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:




          1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the
following terms shall have the following respective meanings:





     “Base Interest” shall mean the interest that would otherwise accrue on the Securities
under the terms thereof and the Indenture, without giving effect to the provisions of this
Agreement.




     The term “broker-dealer” shall mean any broker or dealer registered with the
Commission under the Exchange Act.



 









 






     “Closing Date” shall mean the date on which the Securities are initially issued.




     “Commission” shall mean the United States Securities and Exchange Commission, or any
other federal agency at the time administering the Exchange Act or the Securities Act,
whichever is the relevant statute for the particular purpose.




     “Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and
date as of which the Commission declares the Exchange Registration Statement effective or
as of which the Exchange Registration Statement otherwise becomes effective and (ii) a
Shelf Registration, shall mean the time and date as of which the Commission declares the
Shelf Registration Statement effective or as of which the Shelf Registration Statement
otherwise becomes effective.




     “Electing Holder” shall mean any holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Company in accordance with Section
3(d)(ii) or 3(d)(iii) hereof.




     “Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor
thereto, as the same shall be amended from time to time.




     “Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.




     “Exchange Registration” shall have the meaning assigned thereto in Section 3(c)
hereof.




     “Exchange Registration Statement” shall have the meaning assigned thereto in Section
2(a) hereof.




     “Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.




     “Guarantor” shall have the meaning assigned thereto in the Indenture.




     The term “holder” shall mean the Initial Purchasers and each of the other persons who
acquire Registrable Securities from time to time (including any successors or assigns), in
each case for so long as such person owns any Registrable Securities.




     “Indenture” shall mean the Indenture, dated as of October 1, 2010, among the Company,
the Guarantors and U.S. Bank National Association, as Trustee and Collateral Trustee, as
the same shall be amended from time to time.




     “Initial Purchasers” shall mean the initial purchasers named in Annex A to the
Purchase Agreement.



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     “Notice and Questionnaire” means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A hereto.




     The term “person” shall mean a corporation, association, partnership, organization,
business, individual, government or political subdivision thereof or governmental agency.




     “Purchase Agreement” shall mean the Purchase Agreement, dated September 22, 2010,
among the Representative, as representative of the Initial Purchasers, the Guarantors and
the Company relating to the Securities.




     “Registrable Securities” shall mean the Securities; provided, however, that a Security
shall cease to be a Registrable Security when (i) in the circumstances contemplated by
Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an
Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security
that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for
use in connection with resales by broker-dealers shall be deemed to be a Registrable
Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has
been effected within the 180-day period referred to in Section 2(a)); (ii) in the
circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement
registering such Security under the Securities Act has been declared or becomes effective
and such Security has been sold or otherwise transferred by the holder thereof pursuant to
and in a manner contemplated by such effective Shelf Registration Statement; (iii) such
Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such
Security relating to restrictions on transferability thereof, under the Securities Act or
otherwise, is removed by the Company or pursuant to the Indenture; or (iv) such Security
shall cease to be outstanding.




     “Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.




     “Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.




     “Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.




     “Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within
the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the
ordinary course of such holder’s business, (iii) a holder who has arrangements or
understandings with any person to participate in the Exchange Offer for the purpose of
distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with
respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer
in exchange for Registrable Securities acquired by the broker-dealer directly from the
Company.



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     “Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated
under the Securities Act (or any successor provision), as the same shall be amended from
time to time.




     “Securities” shall mean, collectively, the Senior Secured Notes of the Company to be
issued and sold to the Initial Purchasers, and securities issued in exchange therefor or in
lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the
guarantee provided for in the Indenture (the “Guarantees”) and, unless the context
otherwise requires, any reference herein to a “Security,” an “Exchange Security” or a
“Registrable Security” shall include a reference to the related Guarantees.




     “Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as
the same shall be amended from time to time.




     “Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.




     “Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b)
hereof.




     “Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.




     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor
thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall
be amended from time to time.



          Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers
to a Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and
the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this
Exchange and Registration Rights Agreement as a whole and not to any particular Section or other
subdivision.




          2. Registration Under the Securities Act.




          (a) Except as set forth in Section 2(b) below, the Company agrees to use commercially
reasonable efforts to file under the Securities Act a registration statement relating to an offer
to exchange (such registration statement, the “Exchange Registration Statement”, and such offer,
the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt
securities issued by the Company and guaranteed by the Guarantors, which debt securities and
guarantees are substantially identical to the Securities and the related Guarantees, respectively
(and are entitled to the benefits of a trust indenture which is substantially identical to the
Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except
that they have been registered pursuant to an effective registration statement under the Securities
Act and do not contain provisions for the additional interest contemplated in Section 2(c) below
(such new debt securities hereinafter called “Exchange Securities”). The






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Company agrees to use commercially reasonable efforts to cause the Exchange Registration
Statement to become effective under the Securities Act. The Exchange Offer will be registered
under the Securities Act on the appropriate form and will comply with all applicable tender offer
rules and regulations under the Exchange Act. The Company further agrees to use commercially
reasonable efforts to complete the Exchange Offer no later than 60 days after its commencement,
hold the Exchange Offer open for at least 20 days and exchange Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn on or prior to the
expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only
if the debt securities and related guarantees received by holders other than Restricted Holders in
the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder
without restriction under the Securities Act and the Exchange Act and without material restrictions
under the blue sky or securities laws of a substantial majority of the States of the United States
of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of
(i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities
pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange
Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not
withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20
days following the commencement of the Exchange Offer. The Company agrees (x) to include in the
Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange
Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective
for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the
Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange
Offer has been completed or such time as such broker-dealers no longer own any Registrable
Securities. With respect to such Exchange Registration Statement, such holders shall have the
benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and
(e) hereof.




          (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission
interpretations are changed such that the debt securities or the related guarantees received by
holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or
would not be, upon receipt, transferable by each such holder without restriction under the
Securities Act, (ii) the Exchange Offer has not been completed within 270 days following the
Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities, the
Company shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange
Offer contemplated by Section 2(a), use commercially reasonable efforts to file under the
Securities Act a “shelf” registration statement providing for the registration of, and the sale on
a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to
Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf
Registration” and such registration statement, the “Shelf Registration Statement”). The Company
agrees to use commercially reasonable efforts (x) to cause the Shelf Registration Statement to
become or be declared effective no later than 180 days after such Shelf Registration Statement is
filed and to keep such Shelf Registration Statement continuously effective for a period ending on
the earlier of the second anniversary of the






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Closing Date or such time as there are no longer any Registrable Securities outstanding,
provided, however, that no holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the prospectus forming a part thereof for resales of
Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time
of the Shelf Registration Statement, promptly upon the written request of any holder of Registrable
Securities that is not then an Electing Holder, to take any action reasonably necessary to enable
such holder to use the prospectus forming a part thereof for resales of Registrable Securities,
including, without limitation, any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement, provided that the Company shall not be required
to file more than one post-effective amendment to the Shelf Registration Statement during any
90-day period; provided further, however, that nothing in this Clause (y) shall relieve any such
holder of the obligation to return a completed and signed Notice and Questionnaire to the Company
in accordance with Section 3(d)(iii) hereof. The Company further agrees to supplement or make
amendments to the Shelf Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such Shelf Registration
Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and
the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment
prior to its being used or promptly following its filing with the Commission.




          (c) In the event that (i) the Exchange Offer is not completed (or, if required pursuant to
Section 2(b), the Shelf Registration Statement is not declared effective) on or before the date
that is 270 days after the Closing Date or (ii) any Exchange Registration Statement or Shelf
Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but
shall thereafter either be withdrawn by the Company or shall become subject to an effective stop
order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such
registration statement (except as specifically permitted herein), in each case for a period in
excess of 45 days (whether or not consecutive) in any 12-month period (each such event referred to
in clauses (i) and (ii), a “Registration Default” and each period during which a Registration
Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated
damages for such Registration Default, subject to the provisions of Section 9(b), special interest
(“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25%
for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the
second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90
days of the Registration Default Period and at a per annum rate of 1.00% thereafter for the
remaining portion of the Registration Default Period.




          (d) The Company shall take, and shall cause the Guarantors to take, all actions necessary or
advisable to be taken by it to ensure that the transactions contemplated herein are effected as so
contemplated, including all actions necessary or desirable to register the Guarantees under the
registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable.







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          (e) Any reference herein to a registration statement as of any time shall be deemed to include
any document incorporated, or deemed to be incorporated, therein by reference as of such time and
any reference herein to any post-effective amendment to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be incorporated, therein by
reference as of such time.




          3. Registration Procedures.




          If the Company files a registration statement pursuant to Section 2(a) or Section 2(b), the
following provisions shall apply:





     (a) At or before the Effective Time of the Exchange Offer or the Shelf Registration,
as the case may be, the Company shall qualify the Indenture under the Trust Indenture Act
of 1939.




     (b) In the event that such qualification would require the appointment of a new
trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to
the applicable provisions of the Indenture.




     (c) In connection with the Company’s obligations with respect to the registration of
Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if
applicable, the Company shall:




     (i) prepare and file with the Commission an Exchange Registration Statement on
any form which may be utilized by the Company and which shall permit the Exchange
Offer and resales of Exchange Securities by broker-dealers during the Resale Period
to be effected as contemplated by Section 2(a), and use commercially reasonable
efforts to cause such Exchange Registration Statement to become effective as soon
as practicable thereafter;




     (ii) prepare and file with the Commission such amendments and supplements to
such Exchange Registration Statement and the prospectus included therein as may be
necessary to effect and maintain the effectiveness of such Exchange Registration
Statement for the periods and purposes contemplated in Section 2(a) hereof and as
may be required by the applicable rules and regulations of the Commission and the
instructions applicable to the form of such Exchange Registration Statement, and
promptly provide each broker-dealer that has notified the Company in writing that
it holds Exchange Securities with such number of copies of the prospectus included
therein (as then amended or supplemented), in conformity in all material respects
with the requirements of the Securities Act and the Trust Indenture Act and the
rules and regulations of the Commission thereunder, as such broker-dealer
reasonably may request in writing prior to the expiration of the Resale Period, for
use in connection with resales of Exchange Securities;



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     (iii) promptly notify each broker-dealer that has requested in writing or
received copies of the prospectus included in such registration statement, and
confirm such advice in writing, (A) when such Exchange Registration Statement or
the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such Exchange
Registration Statement or any post-effective amendment, when the same has become
effective, (B) of any comments by the Commission and by the blue sky or securities
commissioner or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to such Exchange Registration Statement or
prospectus or for additional information, (C) of the issuance by the Commission of
any stop order suspending the effectiveness of such Exchange Registration Statement
or the initiation or threatening of any proceedings for that purpose, (D) if at any
time the representations and warranties of the Company contemplated by Section 5
cease to be true and correct in all material respects, (E) of the receipt by the
Company of any notification with respect to the suspension of the qualification of
the Exchange Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, or (F) at any time during the
Resale Period when a prospectus is required to be delivered under the Securities
Act, that such Exchange Registration Statement, prospectus, prospectus amendment or
supplement or post-effective amendment does not conform in all material respects to
the applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder or contains an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing;




     (iv) in the event that the Company would be required, pursuant to Section
3(e)(iii)(F) above, to notify any broker-dealers that have notified the Company in
writing that they hold Exchange Securities, without delay prepare and furnish to
each such holder a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to purchasers of such Exchange Securities
during the Resale Period, such prospectus shall conform in all material respects to
the applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder and shall not contain an
untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing;




     (v) use its best efforts to obtain the withdrawal of any order suspending the
effectiveness of such Exchange Registration Statement or any post-effective
amendment thereto at the earliest practicable date;



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     (vi) use its best efforts to (A) register or qualify the Exchange Securities
under the securities laws or blue sky laws of such jurisdictions as are
contemplated by Section 2(a) no later than the commencement of the Exchange Offer,
(B) keep such registrations or qualifications in effect and comply with such laws
so as to permit the continuance of offers, sales and dealings therein in such
jurisdictions until the expiration of the Resale Period and (C) take any and all
other actions as may be reasonably necessary or advisable to enable each
broker-dealer holding Exchange Securities to consummate the disposition thereof in
such jurisdictions; provided, however, that neither the Company nor the Guarantors
shall be required for any such purpose to (1) qualify as a foreign corporation in
any jurisdiction wherein it would not otherwise be required to qualify but for the
requirements of this Section 3(c)(vi), (2) consent to general service of process in
any such jurisdiction or (3) make any changes to its certificate of incorporation
or by-laws or any agreement between it and its stockholders;




     (vii) use its best efforts to obtain the consent or approval of each
governmental agency or authority, whether federal, state or local, which may be
required to effect the Exchange Registration, the Exchange Offer and the offering
and sale of Exchange Securities by broker-dealers during the Resale Period;




     (viii) provide a CUSIP number for all Exchange Securities, not later than the
applicable Effective Time;




     (ix) comply with all applicable rules and regulations of the Commission, and
make generally available to its securityholders as soon as practicable but no later
than eighteen months after the effective date of such Exchange Registration
Statement, an earning statement of the Company and its subsidiaries complying with
Section 11(a) of the Securities Act (including, at the option of the Company, Rule
158 thereunder).




     (d) In connection with the Company’s obligations with respect to the Shelf
Registration, if applicable, the Company shall:




     (i) prepare and file with the Commission a Shelf Registration Statement on any
form which may be utilized by the Company and which shall register all of the
Registrable Securities for resale by the holders thereof in accordance with such
method or methods of disposition as may be specified by such of the holders as,
from time to time, may be Electing Holders and use commercially reasonable efforts
to cause such Shelf Registration Statement to become effective as soon as
practicable but in any case within the time periods specified in Section 2(b);



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     (ii) not less than 30 calendar days prior to the Effective Time of the Shelf
Registration Statement, mail the Notice and Questionnaire to the holders of
Registrable Securities; no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement as of the Effective Time, and no
holder shall be entitled to use the prospectus forming a part thereof for resales
of Registrable Securities at any time, unless such holder has returned a completed
and signed Notice and Questionnaire to the Company by the deadline for response set
forth therein; provided, however, holders of Registrable Securities shall have at
least 28 calendar days from the date on which the Notice and Questionnaire is first
mailed to such holders to return a completed and signed Notice and Questionnaire to
the Company;




     (iii) after the Effective Time of the Shelf Registration Statement, upon the
written request of any holder of Registrable Securities that is not then an
Electing Holder, promptly send a Notice and Questionnaire to such holder; provided
that the Company shall not be required to take any action to name such holder as a
selling securityholder in the Shelf Registration Statement or to enable such holder
to use the prospectus forming a part thereof for resales of Registrable Securities
until such holder has returned a completed and signed Notice and Questionnaire to
the Company;




     (iv) prepare and file with the Commission such amendments and supplements to
such Shelf Registration Statement and the prospectus included therein as may be
necessary to effect and maintain the effectiveness of such Shelf Registration
Statement for the period specified in Section 2(b) hereof and as may be required by
the applicable rules and regulations of the Commission and the instructions
applicable to the form of such Shelf Registration Statement, and furnish to the
Electing Holders a copy of any such supplement or amendment;




     (v) comply with the provisions of the Securities Act with respect to the
disposition of all of the Registrable Securities covered by such Shelf Registration
Statement in accordance with the intended methods of disposition by the Electing
Holders provided for in such Shelf Registration Statement;




     (vi) provide (A) the Electing Holders, (B) the underwriters (which term, for
purposes of this Exchange and Registration Rights Agreement, shall include a person
deemed to be an underwriter within the meaning of Section 2(a)(11) of the
Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D)
counsel for any such underwriter or agent and (E) not more than one counsel for all
the Electing Holders the opportunity to participate in the preparation of such
Shelf Registration Statement, each prospectus included therein or filed with the
Commission and each amendment or supplement thereto;



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     (vii) for a reasonable period prior to the filing of such Shelf Registration
Statement, and throughout the period specified in Section 2(b), make available at
reasonable times at the Company’s principal place of business or such other
reasonable place for inspection by the persons referred to in Section 3(d)(vi) who
shall certify to the Company that they have a current intention to sell the
Registrable Securities pursuant to the Shelf Registration such financial and other
information and books and records of the Company, and cause the officers,
employees, counsel and independent certified public accountants of the Company to
respond to such inquiries, as shall be reasonably necessary, in the judgment of the
respective counsel referred to in such Section, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided,
however, that each such party shall first agree in writing with the Company that
any information that is reasonably designated by the Company in writing as
confidential at the time of delivery of such information shall be kept confidential
by such persons and shall be used solely for the purposes of exercising rights
under this agreement, until such time as (A) such information becomes a matter of
public record (whether by virtue of its inclusion in such registration statement or
otherwise), or (B) such person shall be required so to disclose such information
pursuant to a subpoena or order of any court or other governmental agency or body
having jurisdiction over the matter (subject to the requirements of such order, and
only after such person shall have given the Company prompt prior written notice of
such requirement), or (C) such information is required to be set forth in such
Shelf Registration Statement or the prospectus included therein or in an amendment
to such Shelf Registration Statement or an amendment or supplement to such
prospectus in order that such Shelf Registration Statement, prospectus, amendment
or supplement, as the case may be, complies with applicable requirements of the
federal securities laws and the rules and regulations of the Commission and does
not contain an untrue statement of a material fact or omit to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;




     (viii) promptly notify each of the Electing Holders, any sales or placement
agent therefor and any underwriter thereof (which notification may be made through
any managing underwriter that is a representative of such underwriter for such
purpose) and confirm such advice in writing, (A) when such Shelf Registration
Statement or the prospectus included therein or any prospectus amendment or
supplement or post-effective amendment has been filed, and, with respect to such
Shelf Registration Statement or any post-effective amendment, when the same has
become effective, (B) of any comments by the Commission and by the blue sky or
securities commissioner or regulator of any state with respect thereto or any
request by the Commission for amendments or supplements to such Shelf Registration
Statement or prospectus or for additional information,



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(C) of the issuance by the Commission of any stop order suspending the
effectiveness of such Shelf Registration Statement or the initiation or threatening
of any proceedings for that purpose, (D) if at any time the representations and
warranties of the Company contemplated by Section 3(d)(xvii) or Section 5 cease to
be true and correct in all material respects, (E) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, or (F) if at any time when a
prospectus is required to be delivered under the Securities Act, that such Shelf
Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and the
rules and regulations of the Commission thereunder or contains an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in light of the
circumstances then existing;




     (ix) use its best efforts to obtain the withdrawal of any order suspending the
effectiveness of such registration statement or any post-effective amendment
thereto at the earliest practicable date;




     (x) if requested in writing by any managing underwriter or underwriters, any
placement or sales agent or any Electing Holder, promptly incorporate in a
prospectus supplement or post-effective amendment such information as is required
by the applicable rules and regulations of the Commission and as such managing
underwriter or underwriters, such agent or such Electing Holder specifies should be
included therein relating to the terms of the sale of such Registrable Securities,
including information with respect to the principal amount of Registrable
Securities being sold by such Electing Holder or agent or to any underwriters, the
name and description of such Electing Holder, agent or underwriter, the offering
price of such Registrable Securities and any discount, commission or other
compensation payable in respect thereof, the purchase price being paid therefor by
such underwriters and with respect to any other terms of the offering of the
Registrable Securities to be sold by such Electing Holder or agent or to such
underwriters; and make all required filings of such prospectus supplement or
post-effective amendment promptly after notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment;




     (xi) furnish to each Electing Holder, each placement or sales agent, if any,
therefor, each underwriter, if any, thereof and the respective counsel referred to
in Section 3(d)(vi), an executed copy (or, in the case of an Electing Holder, a
conformed copy) of such Shelf Registration Statement, each such amendment and
supplement thereto (in each case including all exhibits thereto (in the case of an
Electing Holder of



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Registrable Securities, upon request) and documents incorporated by reference
therein) and such number of copies of such Shelf Registration Statement (excluding
exhibits thereto and documents incorporated by reference therein unless
specifically so requested by such Electing Holder, agent or underwriter, as the
case may be), provided that the Company has agreed to do so in any underwriting
agreement; and furnish to each Electing Holder, each placement or sales agent, if
any, therefor, each underwriter, if any, thereof and the respective counsel
referred to in Section 3(d)(vi), a copy of the prospectus included in such Shelf
Registration Statement (including each preliminary prospectus and any summary
prospectus), in conformity in all material respects with the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder, and such other documents, as such
Electing Holder, agent, if any, and underwriter, if any, may reasonably request in
writing in order to facilitate the offering and disposition of the Registrable
Securities owned by such Electing Holder, offered or sold by such agent or
underwritten by such underwriter and to permit such Electing Holder, agent and
underwriter to satisfy the prospectus delivery requirements of the Securities Act;
and the Company hereby consents to the use of such prospectus (including such
preliminary and summary prospectus) and any amendment or supplement thereto by each
such Electing Holder and by any such agent and underwriter, in each case in the
form most recently provided to such person by the Company, in connection with the
offering and sale of the Registrable Securities covered by the prospectus
(including such preliminary and summary prospectus) or any supplement or amendment
thereto;




     (xii) use best efforts to (A) register or qualify the Registrable Securities
to be included in such Shelf Registration Statement under such securities laws or
blue sky laws of such jurisdictions as any Electing Holder and each placement or
sales agent, if any, therefor and underwriter, if any, thereof shall reasonably
request in writing, (B) keep such registrations or qualifications in effect and
comply with such laws so as to permit the continuance of offers, sales and dealings
therein in such jurisdictions during the period the Shelf Registration is required
to remain effective under Section 2(b) above and for so long as may be necessary to
enable any such Electing Holder, agent or underwriter to complete its distribution
of Securities pursuant to such Shelf Registration Statement, but not to extend the
required period of effectiveness of such Shelf Registration Statement and (C) take
any and all other actions as may be reasonably necessary or advisable to enable
each such Electing Holder, agent, if any, and underwriter, if any, to consummate
the disposition in such jurisdictions of such Registrable Securities; provided,
however, that neither the Company nor the Guarantors shall be required for any such
purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it
would not otherwise be required to qualify but for the requirements of this Section
3(d)(xii), (2) consent to general service of process in any such



13









 







jurisdiction or (3) make any changes to its certificate of incorporation or
by-laws or any agreement between it and its stockholders;




     (xiii) use its best efforts to obtain the consent or approval of each
governmental agency or authority, whether federal, state or local, which may be
required to effect the Shelf Registration or the offering or sale in connection
therewith or to enable the selling holder or holders to offer, or to consummate the
disposition of, their Registrable Securities;




     (xiv) unless any Registrable Securities shall be in book-entry only form,
cooperate with the Electing Holders and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold, which certificates, if so required by any
securities exchange upon which any Registrable Securities are listed, shall be
penned, lithographed or engraved, or produced by any combination of such methods,
on steel engraved borders, and which certificates shall not bear any restrictive
legends; and, in the case of an underwritten offering, enable such Registrable
Securities to be in such denominations and registered in such names as the managing
underwriters may request in writing at least two business days prior to any sale of
the Registrable Securities;




     (xv) provide a CUSIP number for all Registrable Securities, not later than the
applicable Effective Time;




     (xvi) enter into one or more underwriting agreements, engagement letters,
agency agreements, “best efforts” underwriting agreements or similar agreements, as
appropriate, including customary provisions relating to indemnification and
contribution, and take such other actions in connection therewith as any Electing
Holders aggregating at least 20% in aggregate principal amount of the Registrable
Securities at the time outstanding shall request in writing in order to expedite or
facilitate the disposition of such Registrable Securities;




     (xvii) whether or not an agreement of the type referred to in Section
3(d)(xvi) hereof is entered into and whether or not any portion of the offering
contemplated by the Shelf Registration is an underwritten offering or is made
through a placement or sales agent or any other entity, (A) make such
representations and warranties to the Electing Holders and the placement or sales
agent, if any, therefor and the underwriters, if any, thereof in form, substance
and scope as are customarily made in connection with an offering of debt securities
pursuant to any appropriate agreement or to a registration statement filed on the
form applicable to the Shelf Registration; (B) obtain an opinion of counsel to the
Company in customary form and covering such matters, of the type customarily
covered by such an opinion, as the managing underwriters, if any, or as any
Electing Holders of at least 20% in aggregate principal amount of the



14









 







Registrable Securities at the time outstanding may reasonably request in
writing, addressed to such Electing Holder or Electing Holders and the placement or
sales agent, if any, therefor and the underwriters, if any, thereof and dated the
effective date of such Shelf Registration Statement (and if such Shelf Registration
Statement contemplates an underwritten offering of a part or all of the Registrable
Securities, dated the date of the closing under the underwriting agreement relating
thereto) (it being agreed that the matters to be covered by such opinion shall
include the due incorporation and good standing of the Company and its
subsidiaries; the qualification of the Company and its subsidiaries to transact
business as foreign corporations; the due authorization, execution and delivery of
the relevant agreement of the type referred to in Section 3(d)(xvi) hereof; the due
authorization, execution, authentication and issuance, and the validity and
enforceability, of the Securities; the absence of material legal or governmental
proceedings involving the Company; the absence of a breach by the Company or any of
its subsidiaries of, or a default under, material agreements binding upon the
Company or any subsidiary of the Company; the absence of governmental approvals
required to be obtained in connection with the Shelf Registration, the offering and
sale of the Registrable Securities, this Exchange and Registration Rights Agreement
or any agreement of the type referred to in Section 3(d)(xvi) hereof, except such
approvals as may be required under state securities or blue sky laws; the material
compliance as to form of such Shelf Registration Statement and any documents
incorporated by reference therein and of the Indenture with the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder, respectively; and, as of the date of the opinion and of the
Shelf Registration Statement or most recent post-effective amendment thereto, as
the case may be, the absence from such Shelf Registration Statement and the
prospectus included therein, as then amended or supplemented, and from the
documents incorporated by reference therein (in each case other than the financial
statements and other financial information contained therein) of an untrue
statement of a material fact or the omission to state therein a material fact
necessary to make the statements therein not misleading (in the case of such
documents, in the light of the circumstances existing at the time that such
documents were filed with the Commission under the Exchange Act)); (C) obtain a
“cold comfort” letter or letters from the independent certified public accountants
of the Company addressed to the selling Electing Holders, the placement or sales
agent, if any, therefor or the underwriters, if any, thereof, dated (i) the
effective date of such Shelf Registration Statement and (ii) the effective date of
any prospectus supplement to the prospectus included in such Shelf Registration
Statement or post-effective amendment to such Shelf Registration Statement which
includes unaudited or audited financial statements as of a date or for a period
subsequent to that of the latest such statements included in such prospectus (and,
if such Shelf Registration Statement



15









 







contemplates an underwritten offering pursuant to any prospectus supplement to
the prospectus included in such Shelf Registration Statement or post-effective
amendment to such Shelf Registration Statement which includes unaudited or audited
financial statements as of a date or for a period subsequent to that of the latest
such statements included in such prospectus, dated the date of the closing under
the underwriting agreement relating thereto), such letter or letters to be in
customary form and covering such matters of the type customarily covered by letters
of such type; (D) deliver such documents and certificates, including officers’
certificates, as may be reasonably requested in writing by any Electing Holders of
at least 20% in aggregate principal amount of the Registrable Securities at the
time outstanding or the placement or sales agent, if any, therefor and the managing
underwriters, if any, thereof to evidence the accuracy of the representations and
warranties made pursuant to clause (A) above or those contained in Section 5(a)
hereof and the compliance with or satisfaction of any agreements or conditions
contained in the underwriting agreement or other agreement entered into by the
Company or the Guarantors; and (E) undertake such obligations relating to expense
reimbursement, indemnification and contribution as are provided in Section 6
hereof;




     (xviii) notify in writing each holder of Registrable Securities of any
proposal by the Company to amend or waive any provision of this Exchange and
Registration Rights Agreement pursuant to Section 9(h) hereof and of any amendment
or waiver effected pursuant thereto, each of which notices shall contain the text
of the amendment or waiver proposed or effected, as the case may be;




     (xix) in the event that any broker-dealer registered under the Exchange Act
shall underwrite any Registrable Securities or participate as a member of an
underwriting syndicate or selling group or “assist in the distribution” (within the
meaning of the Conduct Rules (the “Conduct Rules) of the Financial Industry
Regulatory Authority, Inc. (“FINRA”) or any successor thereto, as amended from time
to time) thereof, whether as a holder of such Registrable Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect thereof,
or otherwise, assist such broker-dealer in complying with the requirements of such
Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a
“qualified independent underwriter” (as defined in such Conduct Rules) to
participate in the preparation of the Shelf Registration Statement relating to such
Registrable Securities, to exercise usual standards of due diligence in respect
thereto and, if any portion of the offering contemplated by such Shelf Registration
Statement is an underwritten offering or is made through a placement or sales
agent, to recommend the yield of such Registrable Securities, (B) indemnifying any
such qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 6 hereof (or to such other customary extent as may
be requested



16









 







in writing by such underwriter), and (C) providing such information to such
broker-dealer as may be required in order for such broker-dealer to comply with the
requirements of the Conduct Rules, provided that the Company will not be
responsible for any fees to be paid to such qualified independent underwriter; and




     (xx) comply with all applicable rules and regulations of the Commission, and
make generally available to its securityholders as soon as practicable but in any
event not later than eighteen months after the effective date of such Shelf
Registration Statement, an earning statement of the Company and its subsidiaries
complying with Section 11(a) of the Securities Act (including, at the option of the
Company, Rule 158 thereunder).




     (e) In the event that the Company would be required, pursuant to Section 3(d)(viii)(F)
above, to notify the Electing Holders, the placement or sales agent, if any, therefor and
the managing underwriters, if any, thereof, the Company shall without delay prepare and
furnish to each of the Electing Holders, to each placement or sales agent, if any, and to
each such underwriter, if any, a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of Registrable Securities, such
prospectus shall conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the Commission
thereunder and shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing. Each Electing Holder agrees that
upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such
Electing Holder shall forthwith discontinue the disposition of Registrable Securities
pursuant to the Shelf Registration Statement applicable to such Registrable Securities
until such Electing Holder shall have received copies of such amended or supplemented
prospectus, and if so directed by the Company, such Electing Holder shall deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies, then in
such Electing Holder’s possession of the prospectus covering such Registrable Securities at
the time of receipt of such notice.




     (f) In the event of a Shelf Registration, in addition to the information required to
be provided by each Electing Holder in its Notice Questionnaire, the Company may require
such Electing Holder to furnish to the Company such additional information regarding such
Electing Holder and such Electing Holder’s intended method of distribution of Registrable
Securities as may be required in order to comply with the Securities Act. Each such
Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy
or change in information previously furnished by such Electing Holder to the Company or of
the occurrence of any event in either case as a result of which any prospectus relating to
such Shelf Registration contains or would contain an untrue statement of a material fact
regarding such Electing Holder or such Electing Holder’s



17









 







intended method of disposition of such Registrable Securities or omits to state any
material fact regarding such Electing Holder or such Electing Holder’s intended method of
disposition of such Registrable Securities required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then existing, and
promptly to furnish to the Company any additional information required to correct and
update any previously furnished information or required so that such prospectus shall not
contain, with respect to such Electing Holder or the disposition of such Registrable
Securities, an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, provided that the expenses incurred by the
Company solely as a result of an Electing Holder’s inaccuracy, change in information or
omission will be paid by such Electing Holder.




     (g) Until the expiration of two years after the Closing Date, the Company will not,
and will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the
Securities that have been reacquired by any of them except pursuant to an effective
registration statement under the Securities Act.



          4. Registration Expenses.




          The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to
the Company’s performance of or compliance with this Exchange and Registration Rights Agreement,
including (a) all Commission and any FINRA registration, filing and review fees and expenses
including fees and disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses in connection with
the qualification of the Securities for offering and sale under the State securities and blue sky
laws referred to in Section 3(d)(xii) hereof, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration statement required to be
filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky memoranda and all other documents in connection with
the offering, sale or delivery of Securities to be disposed of (including certificates representing
the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or
delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the
Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and
expenses of the Company’s officers and employees performing legal or accounting duties), (g) fees,
disbursements and expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or “cold comfort” letters required by or incident to such
performance and compliance), (h) fees, disbursements and expenses of any “qualified independent
underwriter” engaged pursuant to Section 3(d)(xix) hereof, (i) any fees charged by securities
rating services for rating the Securities, and (j) fees, expenses and disbursements of any other
persons,






18









 







including special experts, retained by the Company in connection with such registration
(collectively, the “Registration Expenses”). To the extent that any Registration Expenses are
reasonably incurred, assumed or paid by any holder of Registrable Securities or any placement or
sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full
amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a
request in writing therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the fees and
disbursements of any counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above.




          5. Representations and Warranties.




          The Company and each Guarantor, jointly and severally, represent and warrant to, and agree
with, the Initial Purchasers and each of the holders from time to time of Registrable Securities
that:





     (a) Each registration statement covering Registrable Securities and each prospectus
(including any preliminary or summary prospectus) contained therein or furnished pursuant
to Section 3(d) or Section 3(c) hereof and any further amendments or supplements to any
such registration statement or prospectus, when it becomes effective or is filed with the
Commission, as the case may be, and, in the case of an underwritten offering of Registrable
Securities, at the time of the closing under the underwriting agreement relating thereto,
will conform in all material respects to the requirements of the Securities Act and the
Trust Indenture Act and the rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading; and at all
times subsequent to the Effective Time when a prospectus would be required to be delivered
under the Securities Act, other than from (i) such time as a notice has been given to
holders of Registrable Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F)
hereof until (ii) such time as the Company furnishes an amended or supplemented prospectus
pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and
each prospectus (including any summary prospectus) contained therein or furnished pursuant
to Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will conform in
all material respects to the requirements of the Securities Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Registrable Securities or
sales or placement agent or underwriter expressly for use therein.



19









 






     (b) Any documents incorporated by reference in any prospectus referred to in Section
5(a) hereof, when they become or became effective or are or were filed with the Commission,
as the case may be, will conform or conformed in all material respects to the requirements
of the Securities Act or the Exchange Act, as applicable, and none of such documents will
contain or contained an untrue statement of a material fact or will omit or omitted to
state a material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Registrable Securities or
sales or placement agent or underwriter expressly for use therein.




     (c) The compliance by the Company with all of the provisions of this Exchange and
Registration Rights Agreement and the consummation of the transactions herein contemplated
will not conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any subsidiary of the Company is a party or
by which the Company or any subsidiary of the Company is bound or to which any of the
property or assets of the Company or any subsidiary of the Company is subject, nor will
such action result in any violation of the provisions of the certificate of incorporation,
as amended, or the by-laws of the Company or the Guarantors or any statute or any order,
rule or regulation of any court or governmental agency or body having jurisdiction over the
Company or any subsidiary of the Company or any of their properties; and no consent,
approval, authorization, order, registration or qualification of or with any such court or
governmental agency or body is required for the consummation by the Company and the
Guarantors of the transactions contemplated by this Exchange and Registration Rights
Agreement, except the registration under the Securities Act of the Securities,
qualification of the Indenture under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under State securities
or blue sky laws in connection with the offering and distribution of the Securities.




     (d) This Exchange and Registration Rights Agreement has been duly authorized, executed
and delivered by the Company.



          6. Indemnification.




          (a)
Indemnification by the Company and the Guarantors. The Company and the Guarantors,
jointly and severally, will indemnify and hold harmless each of the holders of Registrable
Securities included in an Exchange Registration Statement, each of the Electing Holders of
Registrable Securities included in a Shelf Registration Statement and each person who participates
as a placement or sales agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or several, to which such
holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as
such losses, claims,





20












 




damages or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any Exchange
Registration Statement or Shelf Registration Statement, as the case may be, under which such
Registrable Securities were registered under the Securities Act, or any preliminary, final or
summary prospectus contained therein or furnished by the Company to any such holder, Electing
Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will reimburse such holder,
such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that neither the Company nor any of the Guarantors shall
be liable to any such person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Company by such person expressly for use therein.




          (b)
Indemnification by the Holders and any Agents and Underwriters. The Company may require,
as a condition to including any Registrable Securities in any registration statement filed pursuant
to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that
the Company shall have received an undertaking reasonably satisfactory to it from the Electing
Holder of such Registrable Securities and from each underwriter named in any such underwriting
agreement or from any sales or placement agent, severally and not jointly, to (i) indemnify and
hold harmless the Company, the Guarantors, and all other holders of Registrable Securities, against
any losses, claims, damages or liabilities to which the Company, the Guarantors or such other
holders of Registrable Securities may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon an untrue statement or alleged untrue statement of a material fact contained in
such registration statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Electing Holder or sales or
placement agent or underwriter expressly for use therein, and (ii) reimburse the Company and the
Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in
connection with investigating or defending any such action or claim as such expenses are incurred;
provided, however, that no such Electing Holder shall be required to undertake liability to any
person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be
received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities
pursuant to such registration.







21









 








          (c)
Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection
(a) or (b) above of written notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in
writing of the commencement of such action; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified party otherwise than
under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case
any such action shall be brought against any indemnified party and it shall notify an indemnifying
party of the commencement thereof, such indemnifying party shall be entitled to participate therein
and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, such indemnifying party shall not be liable to such
indemnified party for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability arising out of such
action or claim and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party.




          (d)
Contribution. If for any reason the indemnification provisions contemplated by Section
6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations. The relative fault of such indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or by such indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the
holders or any agents or underwriters or all of them were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the equitable considerations
referred to in this Section 6(d).






22









 







The amount paid or payable by an indemnified party as a result of the losses, claims,
damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of
the amount by which the dollar amount of the proceeds received by such holder from the sale of any
Registrable Securities (after deducting any fees, discounts and commissions applicable thereto)
exceeds the amount of any damages which such holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission, and no agent or
underwriter shall be required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The holders’ and any agents’ or underwriters’ obligations in this
Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable
Securities registered or underwritten, as the case may be, by them and not joint.




          (e) The obligations of the Company and the Guarantors under this Section 6 shall be in
addition to any liability which the Company or the Guarantors may otherwise have and shall extend,
upon the same terms and conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or underwriter within the
meaning of the Securities Act; and the obligations of the holders and any agents or underwriters
contemplated by this Section 6 shall be in addition to any liability which the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to
each officer and director of the Company or the Guarantors (including any person who, with his
consent, is named in any registration statement as about to become a director of the Company or the
Guarantors) and to each person, if any, who controls the Company within the meaning of the
Securities Act.




          7. Underwritten Offerings.




          (a)
Selection of Underwriters. If any of the Registrable Securities covered by the Shelf
Registration are to be sold pursuant to an underwritten offering, the managing underwriter or
underwriters thereof shall be designated by Electing Holders holding at least a majority in
aggregate principal amount of the Registrable Securities to be included in such offering, provided
that such designated managing underwriter or underwriters is or are reasonably acceptable to the
Company.




          (b)
Participation by Holders. Each holder of Registrable Securities hereby agrees with each
other such holder that no such holder may participate in any underwritten offering hereunder unless
such holder (i) agrees to sell such holder’s






23









 







Registrable Securities on the basis provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.




          8. Rule 144.




          The Company covenants to the holders of Registrable Securities that to the extent it shall be
required to do so under the Exchange Act, the Company shall timely file the reports required to be
filed by it under the Exchange Act or the Securities Act (including the reports under Section 13
and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by the Commission
thereunder, and shall take such further action as any holder of Registrable Securities may
reasonably request in writing, all to the extent required from time to time to enable such holder
to sell Registrable Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted by the Commission.
Upon the written request of any holder of Registrable Securities in connection with that holder’s
sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to
whether it has complied with such requirements.




          9. Miscellaneous.




          (a)
No Inconsistent Agreements. The Company represents, warrants, covenants and agrees that
it has not granted, and shall not grant, registration rights with respect to Registrable Securities
or any other securities which would be inconsistent with the terms contained in this Exchange and
Registration Rights Agreement.




          (b)
Specific Performance. The parties hereto acknowledge that there would be no adequate
remedy at law if the Company fails to perform any of its obligations hereunder and that the Initial
Purchasers and the holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Initial Purchasers and such holders, in
addition to any other remedy to which they may be entitled at law or in equity, shall be entitled
to compel specific performance of the obligations of the Company under this Exchange and
Registration Rights Agreement in accordance with the terms and conditions of this Exchange and
Registration Rights Agreement, in any court of the United States or any State thereof having
jurisdiction.




          (c)
Notices. All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand,
if delivered personally or by courier, or three days after being deposited in the mail (registered
or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it
at Titan International, Inc., 2701 Spruce Street, Quincy, Illinois 62301, Attention: Cheri T.
Holley, Vice President, Secretary and






24









 







General Counsel, and if to a holder, to the address of such holder set forth in the security
register or other records of the Company, or to such other address as the Company or any such
holder may have furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.




          (d) Parties in Interest. All the terms and provisions of this Exchange and Registration
Rights Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by
the parties hereto and the holders from time to time of the Registrable Securities and the
respective successors and assigns of the parties hereto and such holders. In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall,
without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes
and such Registrable Securities shall be held subject to all of the terms of this Exchange and
Registration Rights Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed
to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights
Agreement. If the Company shall so request, any such successor, assign or transferee shall agree
in writing to acquire and hold the Registrable Securities subject to all of the applicable terms
hereof.




          (e) Survival. The respective indemnities, agreements, representations, warranties and each
other provision set forth in this Exchange and Registration Rights Agreement or made pursuant
hereto shall remain in full force and effect regardless of any investigation (or statement as to
the results thereof) made by or on behalf of any holder of Registrable Securities, any director,
officer or partner of such holder, any agent or underwriter or any director, officer or partner
thereof, or any controlling person of any of the foregoing, and shall survive delivery of and
payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and
registration of Registrable Securities by such holder and the consummation of an Exchange Offer.




          (f) Governing Law. This Exchange and Registration Rights Agreement shall be governed by and
construed in accordance with the laws of the State of New York.




          (g) Headings. The descriptive headings of the several Sections and paragraphs of this
Exchange and Registration Rights Agreement are inserted for convenience only, do not constitute a
part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning
or interpretation of this Exchange and Registration Rights Agreement.




          (h) Entire Agreement; Amendments. This Exchange and Registration Rights Agreement and the
other writings referred to herein (including the Indenture and the form of Securities) or delivered
pursuant hereto which form a part hereof contain the entire understanding of the parties with
respect to its subject matter. This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings between the parties with respect to its subject matter. This
Exchange and Registration






25









 








Rights Agreement may be amended and the observance of any term of this Exchange and
Registration Rights Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a written instrument duly executed by the Company
and the holders of at least a majority in aggregate principal amount of the Registrable Securities
at the time outstanding. Each holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h),
whether or not any notice, writing or marking indicating such amendment or waiver appears on such
Registrable Securities or is delivered to such holder.




          (i) Inspection. For so long as this Exchange and Registration Rights Agreement shall be in
effect, this Exchange and Registration Rights Agreement and a complete list of the names and
addresses of all the holders of Registrable Securities shall be made available for inspection and
copying on any business day upon written notice to the Company by any holder of Registrable
Securities for proper purposes only (which shall mean any purpose related to the rights of the
holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the
offices of the Company at the address thereof set forth in Section 9(c) above and at the office of
the Trustee under the Indenture.




          (j) Counterparts. This agreement may be executed by the parties in counterparts, each of
which shall be deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.




26









 





     If the foregoing is in accordance with your understanding of our agreement, please sign
and return to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement between the Initial Purchasers, the Guarantors and
the Company in accordance with its terms.



	 	 	 	 	 	 	 

	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	TITAN INTERNATIONAL, INC.
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Maurice M. Taylor Jr.
 

Maurice M. Taylor Jr.
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	TITAN WHEEL CORPORATION OF ILLINOIS
	 	 	TITAN TIRE CORPORATION
	 	 	TITAN TIRE CORPORATION OF BRYAN
	 	 	TITAN TIRE CORPORATION OF FREEPORT
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Maurice M. Taylor Jr.
 

Maurice M. Taylor Jr.
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 






Registration Rights Agreement




 









 





	 	 	 	 	 

	CONFIRMED AND ACCEPTED,	 	 
	 

	 	as of the date first above written:	 	 
	 
	 	 	 	 
	GOLDMAN, SACHS & CO.	 	 
	 
	 	 	 	 
	By

	 	/s/ Goldman, Sachs & Co.
 

     (Goldman, Sachs & Co.)
	 	 
	 
	 	 	 	 
	 

	 	On behalf of each of the Initial Purchasers	 	 






 









 





Exhibit A




Titan International, Inc.




INSTRUCTION TO DTC PARTICIPANTS



(Date of Mailing)



URGENT — IMMEDIATE ATTENTION REQUESTED



DEADLINE FOR RESPONSE: [DATE] *


The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in the Titan International, Inc. (the “Company”) 7.875% Senior Secured Notes
due 2017 (the “Securities”) are held.



The Company is in the process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. In order to have their Securities included in the
registration statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.



It is important that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire by [Deadline For
Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds
interests in the Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Titan International, Inc., 2701 Spruce
Street, Quincy, Illinois 62301, (212) 228-6011, Attention: [•].






 




			
	*	 	Not less than 28 calendar days from date of mailing.





A-1









 





Titan International, Inc.




Notice of Registration Statement

and

Selling Securityholder Questionnaire



(Date)


Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and
Registration Rights Agreement”) between Titan International, Inc. (the “Company”) and the Initial
Purchaser named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company
has filed with the United States Securities and Exchange Commission (the “Commission”) a
registration statement on Form [__] (the “Shelf Registration Statement”) for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the
Company’s 7.875% Senior Secured Notes due 2017 (the “Securities”). A copy of the Exchange and
Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.



Each beneficial owner of Registrable Securities (as defined below) is entitled to have the
Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In
order to have Registrable Securities included in the Shelf Registration Statement, this Notice of
Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must
be completed, executed and delivered to the Company’s counsel at the address set forth herein for
receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do
not complete, execute and return this Notice and Questionnaire by such date (i) will not be named
as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus
forming a part thereof for resales of Registrable Securities.



Certain legal consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.



The term “Registrable Securities” is defined in the Exchange and Registration Rights
Agreement.




A-2









 





ELECTION



The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to
include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and
listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without
limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned
Selling Securityholder were an original party thereto.



Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling
Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set
forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights
Agreement.



The Selling Securityholder hereby provides the following information to the Company and represents
and warrants that such information is accurate and complete:





A-3












 






QUESTIONNAIRE





	1.	 	(a)    Full Legal Name of Selling Securityholder:






	 	(b)	 	Full Legal Name of Registered Holder (if not the same as in (a) above) of
Registrable Securities Listed in Item (3) below:
	 
	 	(c)	 	Full Legal Name of DTC Participant (if applicable and if not the same as (b)
above) Through Which Registrable Securities Listed in Item (3) below are Held:






	2.	 	Address for Notices to Selling Securityholder:






	 	 	 	 	 	 	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Contact Person:	 	 	 	 
	 

	 	 	 	 

	 	 







	3.	 	Beneficial Ownership of Securities:
	 
	 	 	Except as set forth below in this Item (3), the undersigned does not beneficially own any
Securities.






	 	(a)	 	Principal amount of Registrable Securities beneficially
owned:                                                             
	 
	 	 	 	CUSIP No(s). of such Registrable Securities:                                                                      
	 
	 	(b)	 	Principal amount of Securities other than Registrable Securities beneficially
owned:                                                                             
	 
	 	 	 	CUSIP No(s). of such other Securities:                                                                       

	 
	 	(c)	 	Principal amount of Registrable Securities which the undersigned wishes to be
included in the Shelf Registration Statement:                                                            
	 
	 	 	 	CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration
Statement:                                                                             







	4.	 	Beneficial Ownership of Other Securities of the Company:
	 
	 	 	Except as set forth below in this Item (4), the undersigned Selling Securityholder is not
the beneficial or registered owner of any other securities of the Company, other than the
Securities listed above in Item (3).
	 
	 	 	State any exceptions here:





A-4









 






	5.	 	Relationships with the Company:
	 
	 	 	Except as set forth below, neither the Selling Securityholder nor any of its affiliates,
officers, directors or principal equity holders (5% or more) has held any position or office
or has had any other material relationship with the Company (or its predecessors or
affiliates) during the past three years.
	 
	 	 	State any exceptions here:
	 
	6.	 	Plan of Distribution:
	 
	 	 	Except as set forth below, the undersigned Selling Securityholder intends to distribute the
Registrable Securities listed above in Item (3) only as follows (if at all): Such
Registrable Securities may be sold from time to time directly by the undersigned Selling
Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such
Registrable Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at the time of
sale, or at negotiated prices. Such sales may be effected in transactions (which may
involve crosses or block transactions) (i) on any national securities exchange or quotation
service on which the Registered Securities may be listed or quoted at the time of sale, (ii)
in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or
services or in the over-the-counter market, or (iv) through the writing of options. In
connection with sales of the Registrable Securities or otherwise, the Selling Securityholder
may enter into hedging transactions with broker-dealers, which may in turn engage in short
sales of the Registrable Securities in the course of hedging the positions they assume. The
Selling Securityholder may also sell Registrable Securities short and deliver Registrable
Securities to close out such short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities.
	 
	 	 	State any exceptions here:




By signing below, the Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder, particularly Regulation M.



In the event that the Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such information is provided to the
Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration
Rights Agreement.



By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (6) above and the inclusion of such
information in the Shelf Registration Statement and related Prospectus. The Selling






A-5









 








Securityholder understands that such information will be relied upon by the Company in connection
with the preparation of the Shelf Registration Statement and related Prospectus.



In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and
Registration Rights Agreement to provide such information as may be required by law for inclusion
in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect.
All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made
in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as
follows:




	 	 	 	 	 	 	 

	(i)

	 	To the Company:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	(ii)

	 	With a copy to:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 




Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the
Company’s counsel, the terms of this Notice and Questionnaire, and the representations and
warranties contained herein, shall be binding on, shall inure to the benefit of and shall be
enforceable by the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be
governed in all respects by the laws of the State of New York.







A-6









 







IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



Dated:                                                            




	 	 	 	 	 

	 	 	 
	 	 	Selling Securityholder
	 	 	(Print/type full legal name of beneficial owner of Registrable Securities)
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 





PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE
[DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:




 






 





 





 





 





A-7









 





Exhibit B




NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT




[U.S. Bank National Association

Corporate Trust Services

10 West Market Street

Suite 1150

Indianapolis, Indiana
46204]a




Attention: Trust Officer





	 	 	 	Re: Titan International, Inc. (the “Company”)
	 	 	 	       7.875% Senior Secured Notes due 2017




Dear Sirs:



Please be advised that _______ has transferred
$________ aggregate principal amount of the above-referenced
Notes pursuant to an effective Registration Statement on Form [____]
(File No. 333-______) filed by the Company.



We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933,
as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as
a “Selling Holder” in the Prospectus dated [DATE] or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such
owner’s name.



Dated:




	 	 	 	 	 

	 	 	Very truly yours,
	 
	 
	 

	 	 	 	 
	 

	 	 	 	(Name)
	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Authorized Signature)








 




			
	a	 	Trustee to confirm address.






B-1