exv4w2






Exhibit 4.2




Titan International, Inc.




And Each of the Guarantors Party Hereto



8% SENIOR UNSECURED NOTES DUE 2012



 





First Supplemental Indenture



Dated as of September 14, 2010



 





to



Indenture



Dated as of December 28, 2006



 





U.S. Bank National Association



Trustee



 









 





     FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), dated as of September 14,
2010, between TITAN INTERNATIONAL, INC., an Illinois corporation (the “Company”), certain of its
subsidiaries, and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), under an Indenture
dated as of December 28, 2006 (the “Indenture”).



W I T N E S S E T H:




     WHEREAS, Section 9.02 of the Indenture provides, among other things, that, with the consent of
the Holders of at least a majority in principal amount of the Notes then outstanding, the Company,
the Guarantors party to the Indenture (the “Guarantors”) and the Trustee may amend or supplement
the Indenture; and



     WHEREAS, all things necessary to make this First Supplemental Indenture a valid supplement to
the Indenture in accordance with its terms have been done;



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     Section 1. Effectiveness of First Supplemental Indenture. This First Supplemental
Indenture shall become effective as of the date hereof provided that the amendments to the
Indenture set forth in Section 2 shall not become operative until the date (the “Amendment
Effective Date”) that at least a majority of the aggregate principal amount outstanding of the
Notes are accepted for purchase by the Company pursuant to the Offer to Purchase and Consent
Solicitation Statement dated August 31, 2010.



     Section 2. Amendments to Indenture.



     (a) The following definitions are hereby added to Section 1.01 of the Indenture:



     “Amendment Effective Date” shall mean the “Amendment Effective Date” as defined in the First
Supplemental Indenture.



     “First Supplemental Indenture” shall mean that certain First Supplemental Indenture, dated as
of the date hereof, between the Company, the Guarantors and the Trustee.



     (b) Section 4.03 of the Indenture will be deleted in its entirety and replaced by the
following:



     Section 4.03. [INTENTIONALLY OMITTED].



     (c) Section 4.04 of the Indenture will be deleted in its entirety and replaced by the
following:



     Section 4.04. [INTENTIONALLY OMITTED].



     (d) Section 4.05 of the Indenture will be deleted in its entirety and replaced by the
following:



          Section 4.05. [INTENTIONALLY OMITTED].





 









 








     (e) Section 4.06 of the Indenture will be deleted in its entirety and replaced by the
following:



          Section 4.06. [INTENTIONALLY OMITTED].




     (f) Section 4.07 of the Indenture will be deleted in its entirety and replaced by the
following:



          Section 4.07. [INTENTIONALLY OMITTED].




     (g) Section 4.08 of the Indenture will be deleted in its entirety and replaced by the
following:



          Section 4.08. [INTENTIONALLY OMITTED].




     (h) Section 4.09 of the Indenture will be deleted in its entirety and replaced by the
following:



          Section 4.09. [INTENTIONALLY OMITTED].




     (i) Section 4.10 of the Indenture will be amended to add a new subsection (f) to read as
follows:




	 	(f)	 	The foregoing provisions of this Section 4.10 shall not apply
with respect to any Asset Sale consummated after the Amendment Effective Date.





     (j) Section 4.11 of the Indenture will be deleted in its entirety and replaced by the
following:



          Section 4.11. [INTENTIONALLY OMITTED].




     (k) Section 4.12 of the Indenture will be deleted in its entirety and replaced by the
following:



          Section 4.12. [INTENTIONALLY OMITTED].




     (l) Section 4.13 of the Indenture will be deleted in its entirety and replaced by the
following:



          Section 4.13. [INTENTIONALLY OMITTED].




     (m) Section 4.14 of the Indenture will be deleted in its entirety and replaced by the
following:



          Section 4.14. [INTENTIONALLY OMITTED].




     (n) Section 4.16 of the Indenture will be deleted in its entirety and replaced by the
following:



 









 





          Section 4.16. [INTENTIONALLY OMITTED].




     (o) Section 4.18 of the Indenture will be deleted in its entirety and replaced by the
following:



          Section 4.18. [INTENTIONALLY OMITTED].




     (p) Section 4.19 of the Indenture will be deleted in its entirety and replaced by the
following:



          Section 4.19. [INTENTIONALLY OMITTED].




     (q) Clause (4) Section 5.01 of the Indenture will be deleted in its entirety and replaced by
the following:



          (4) [Intentionally Omitted]




     (r) The following clauses (3), (5) and (6) of Section 6.01 of the Indenture will be deleted in
their entirety and replaced with the following:




(3) failure by the Company or any of its Restricted Subsidiaries to comply
with the provisions of Sections 4.15 or 5.01of this Indenture;




(5) [Intentionally Omitted]




(6) [Intentionally Omitted]



     Section 3. Waiver. Subject to the Company’s performance of its obligation under
Section 9.02 of the Indenture to notify Holders of the effectiveness of this First Supplemental
Indenture, all Defaults and Events of Default that may exist under the Indenture at the Amendment
Effective Date are hereby waived.



     Section 4. Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE AND THE INDENTURE AS AMENDED HEREBY.



     Section 5. Terms Defined. Capitalized terms used in this First Supplemental Indenture
and not otherwise defined herein shall have the respective meanings set forth in the Indenture, as
amended hereby.



     Section 6. Counterparts. This First Supplemental Indenture may be signed in any
number of counterparts, each of which shall be an original, with the same effect as if the
signature thereto and hereto were upon the same instrument.



     Section 7. Severability Clause. In case any provision in this First Supplemental
Indenture shall be invalid, illegal or unenforceable, to the extent permitted by law, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.



 









 





     Section 8. Ratification. Except as expressly amended by this First Supplemental
Indenture, each provision of the Indenture shall remain in full force and effect, and, as amended
hereby, the Indenture is in all respects agreed to, ratified and confirmed by each of the Company,
the Guarantors and the Trustee.



* * *




 









 





     IN WITNESS WHEREOF, the undersigned have caused this First Supplemental Indenture to be duly
executed by their respective officers thereunto duly authorized, all as of the day and year first
above written.



	 	 	 	 	 
	 	TITAN INTERNATIONAL, INC.

 	 
	 	By  	/s/ Maurice M. Taylor, Jr. 	 
	 	 	Name:  	Maurice M. Taylor, Jr. 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	GUARANTORS:



TITAN MARKETING SERVICES, INC.

TITAN WHEEL CORPORATION OF ILLINOIS

TITAN WHEEL CORPORATION OF IOWA

TITAN WHEEL CORPORATION OF SOUTH CAROLINA

TITAN WHEEL CORPORATION OF VIRGINIA

TITAN INVESTMENT CORPORATION

TITAN TIRE CORPORATION

TITAN TIRE CORPORATION OF BRYAN

TITAN TIRE CORPORATION OF FREEPORT

TITAN TIRE CORPORATION OF NATCHEZ

TITAN TIRE CORPORATION OF TEXAS

TITAN DISTRIBUTION, INC.

DYNEER CORPORATION

DICO, INC.

AUTOMOTIVE WHEELS, INC.

NIEMAN’S, LTD.
 	 
	 	 	 
	 	By  	/s/ Maurice M. Taylor, Jr. 
 	 
	 	 	Name:  	Maurice M. Taylor, Jr. 	 
	 	 	Title:  	Chief Executive Officer 	 



First Supplemental Indenture





 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By  	/s/ Ann M. Forey	 
	 	 	Name:  	Ann M. Forey	 
	 	 	Title:  	Vice President	 



First Supplemental Indenture