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                                                                  EXHIBIT 10(a)

                      FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is made and
entered into as of July 25, 2003 by and among TITAN DISTRIBUTION, INC., TITAN
INTERNATIONAL, INC., TITAN INVESTMENT CORPORATION, TITAN TIRE CORPORATION, TITAN
TIRE CORPORATION OF NATCHEZ, TITAN TIRE CORPORATION OF TEXAS, TITAN WHEEL
CORPORATION OF ILLINOIS, TITAN WHEEL CORPORATION OF IOWA, TITAN WHEEL
CORPORATION OF SOUTH CAROLINA, and TITAN WHEEL CORPORATION OF VIRGINIA, (the
"Borrowers") and the Requisite Lenders.

                                    RECITALS

         A.       Borrowers, Credit Parties, General Electric Capital
Corporation, as Agent and Lender and the other Lenders are parties to that
certain Credit Agreement, dated as of December 21, 2001 (as amended from time to
time, the "Credit Agreement"). All capitalized terms used herein and not
otherwise defined shall have the meaning assigned to them in the Credit
Agreement.

         B.       Investment has entered into an agreement to sell the Polymer
Stock for $4,636,000 and the execution and delivery by Borrowers (or certain of
them) and Polymer Enterprises, Inc. ("Polymer") of a supply agreement in which
Polymer agrees to supply bladders to the Borrowers at a discount (such
transactions are sometimes herein referred to as the "Polymer Stock Sale", and
such agreement to supply bladders is sometimes herein referred to as the
"Polymer Supply Agreement").

         C.       Borrowers request that the Lenders amend the Credit Agreement
 as specifically set forth herein.

         D.       Lenders executing this Amendment constitute Requisite Lenders.

                                    AGREEMENT

         In consideration of the Recitals and of the mutual promises and
covenants contained herein, Lenders and Borrowers agree as follows:

         1.       Consent and Acknowledgment.

                  (a)     Polymer Stock. Requisite Lenders consent and
     acknowledge that the Polymer Stock Sale is permitted under Section 6.8(c)
     of the Credit Agreement, and direct Agent, in connection with the Polymer
     Stock Sale, to release all Liens held by Agent which have attached or
     otherwise encumber the Polymer Stock.

                  (b)     Consent to Revolving Credit Facility Amendment.
     Requisite Lenders hereby authorize the Agent to consent to the Revolving
     Credit Facility Amendment.

         2.       Amendment of Credit Agreement.  Subject to the satisfaction
     of the conditions precedent set forth in Section 3 below, the Credit
     Agreement is hereby amended as follows:



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                  (a)     Term Loan Payments.  Section 1.1(b)(ii) of the Credit
Agreement is deleted and replaced with the following:

                         "(ii) Borrowers shall pay the principal amount of the
                  Term Notes in thirteen (13) consecutive installments as
                  follows:
<TABLE>
<CAPTION>
                          Payment Date                         Installment Amount
                          ------------                         ------------------
<S>              <C>                                         <C>
                   April 1, 2002                                     $ 825,000*

                   July 1, 2002                                      $ 825,000*

                   October 1, 2002                                   $ 825,000*

                   January 1, 2003                                   $ 825,000*

                   April 1, 2003                                     $1,650,000*

                   July 1, 2003                                      $1,650,000*

                   October 1, 2003                                   $1,650,000

                   January 1, 2004                                   $1,650,000

                   April 1, 2004                                     $2,475,000

                   July 1, 2004                                      $2,475,000

                   October 1, 2004                                   $2,475,000

                   January 1, 2005                                   $2,475,000

                   January 14, 2005                                  $79,200,000
</TABLE>


     * The Requisite Lenders acknowledge that these principal payments have been
     paid."


                  (b)     Mandatory Prepayments-- Asset Disposition.  Section
     1.3(b)(ii) of the Credit Agreement is deleted and replaced with the
     following:

                          "(ii) Except as set forth in clauses (b)(v) and (vi)
                  below, immediately upon receipt by any Credit Party of
                  proceeds of any asset disposition (including condemnation
                  proceeds, but excluding proceeds of asset dispositions
                  permitted by Section 6.8(a) and (b)) or any sale of Stock of
                  any Subsidiary of any Credit Party, Borrowers shall prepay the
                  Loans in an amount equal to all such proceeds, net of (A)
                  commissions and other




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                  reasonable and customary transaction costs, fees and
                  expenses properly attributable to such transaction and payable
                  by Borrowers in connection therewith (in each case, paid to
                  non-Affiliates), (B) transfer taxes, (C) amounts payable to
                  holders of senior Liens (to the extent such Liens constitute
                  Permitted Encumbrances hereunder), if any, and (D) an
                  appropriate reserve for income taxes in accordance with GAAP
                  in connection therewith (the "Net Proceeds). The Credit
                  Parties are not required to make any mandatory prepayment of
                  the Loans with respect to an asset disposition authorized by
                  Section 6.8(a). Any such prepayment shall be applied in
                  accordance with clause (c) below."

                  (c)     Mandatory Prepayments -- Polymer Stock Sale. The
     Credit Agreement is amended by adding a new Section 1.3(b)(vi) as follow:

                          "(vi) If the Polymer Stock Sale closes on or prior to
                  October 1, 2003, Borrowers shall prepay the Term Loan on the
                  date of such closing in a principal amount equal to $5,775,000
                  (which is equal to the principal installments due on the Term
                  Loan, pursuant to Section 1.1(b)(ii) above, on October 1,
                  2003, January 1, 2004 and April 1, 2004). Any such prepayment
                  shall be applied in accordance with clause (c) below."

                  (d)     Mandatory Prepayments. Section 1.3(c) of the Credit
     Agreement is deleted and replaced with the following:

                          "(c)     Application of Certain Mandatory
                  Prepayments. Any prepayments made by any Credit Party pursuant
                  to clauses (b)(ii), (b)(iii), (b)(iv) or (b)(v) above shall be
                  applied as follows: first, to Prepayment Fees, other Fees and
                  reimbursable expenses of Agent then due and payable pursuant
                  to any of the Loan Documents; second, to interest then due and
                  payable on the Term Loan; and last, to prepay the scheduled
                  installments of the Term Loan in inverse order of maturity
                  until such Loan shall have been prepaid in full.
                  Notwithstanding anything herein to the contrary, any
                  prepayment made by any Credit Party pursuant to clause (b)(vi)
                  above shall be applied to fully pay the quarterly principal
                  installments due October 1, 2003, January 1, 2004 and April 1,
                  2004 as set forth in Section 1.1(b)(ii) above."

                  (e)     Limitations on the Revolving Credit Facility. Section
     5.11 of the Credit Agreement is amended by adding the following sentence
     to the end of such Section:

                          "Notwithstanding the foregoing, Borrowers are
                  authorized to execute and deliver the Revolving Credit
                  Facility Amendment."

                  (f)     Indebtedness -- Prepayment/Redemption. Section 6.3(b)
     of the Credit Agreement is deleted and replaced with the following:



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                          "(b) No Credit Party shall, directly or indirectly,
                  voluntarily purchase, redeem, defease or prepay any principal
                  of, premium, if any, interest or other amount payable in
                  respect of any Indebtedness, other than (i) the Obligations,
                  (ii) Indebtedness secured by a Permitted Encumbrance if the
                  asset securing such Indebtedness has been sold or otherwise
                  disposed of in accordance with Sections 6.8(b) or (c), (iii)
                  Permitted Subordinated Bond Payments provided that no Default
                  or Event of Default shall have occurred and be continuing or
                  would result after giving effect to any such Permitted
                  Subordinated Bond Payment, and (iv) other Indebtedness
                  (excluding Subordinated Debt) not in excess of $500,000."

                  (g)     Restricted Payments. Section 6.14 of the Credit
     Agreement is deleted and replaced with the following:

                          "6.14 Restricted Payments. No Credit Party shall make
                  any Restricted Payment, except (a) intercompany loans and
                  advances between Borrowers to the extent permitted by Section
                  6.3 above, (b) dividends and distributions by Subsidiaries of
                  any Borrower paid to such Borrower, (c) employee loans
                  permitted under Section 6.4(b) above, (d) scheduled payments
                  of interest with respect to the Subordinated Debt; (e) payment
                  of directors' fees and reimbursable expenses of directors
                  consistent with past practices; (f) payment of a cash dividend
                  in any calendar quarter of not more than $500,000 in the
                  aggregate with respect to International's common stock; (g)
                  Permitted Company Redemption on or after January 1, 2001, and
                  (h) Permitted Subordinated Bond Payments; provided that no
                  Default or Event of Default shall have occurred and be
                  continuing or would result after giving effect to any payment
                  pursuant to clause (d), (f), (g) or (h) above."

                  (h)     Definitions - Changes. The definitions of
     "Commitment Termination Date" and "Tangible Net Worth" in Annex A of the
     Credit Agreement are deleted and replaced with the following:

                          "Commitment Termination Date" shall mean the earliest
                  of (a) January 14, 2005, (b) the date of termination of
                  Lenders' obligations to permit existing Loans to remain
                  outstanding pursuant to Section 8.2(b), and (c) the date of
                  indefeasible prepayment in full by Borrowers of the Loans.

                          "Adjusted Tangible Net Worth" shall mean with respect
                  to any Person at any date, the Net Worth of such Person at
                  such date, (a) excluding, however, from the determination of
                  the total assets at such date, (i) all capitalized
                  organizational expenses, capitalized research and development
                  expenses, trademarks, trade names, copyrights, patents, patent
                  applications, licenses and rights in any thereof, and other
                  intangible items (with the exception that goodwill shall not
                  be excluded), (ii) all unamortized debt discount and expense,
                  and (iii) any write-up in the book


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                  value of any asset resulting from a revaluation
                  thereof, (b) if such Person is International, adding back to
                  total assets at such date, an amount equal to the write-off
                  taken by International in the third quarter of 2002 to the
                  value of International's investment in Fabrica Uruguaya de
                  Neumaticos S.A., (c) excluding, however, from the
                  determination of total liabilities at such date that portion
                  of pension liabilities which such Person is required to
                  recognize as result of GAAP, (d) adding back to total assets
                  at such date an amount not to exceed $50,000,000 equal to the
                  sum of (i) the aggregate cumulative net loss incurred since
                  the Closing Date of TTC of Natchez, TTC of Texas and
                  Distribution, and (ii) the loss recognized in connection with
                  the Polymer Stock Sale, and (e) any cumulative translation
                  adjustment required by GAAP as a result of currency
                  fluctuations shall not be included in the calculation of
                  Adjusted Tangible Net Worth.

                  (i)     Definitions - New.  Annex A of the Credit Agreement
     is amended by adding to such Annex in alphabetical order the following
     terms:

                          "Amendment" shall mean that certain First Amendment
                  to Credit Agreement, dated as of July 25, 2003 by and between
                  Borrowers and Requisite Lenders.

                          "Intercreditor Agreement" shall mean that certain
                  Intercreditor Agreement, dated as of December 21, 2001 by and
                  between Agent and LaSalle Bank National Association as the
                  lender under the Revolving Credit Facility, as the same is
                  amended, modified, restated or renewed from time to time.

                          "Permitted Subordinated Bond Payments" shall mean
                  payments or redemptions by International of the Subordinated
                  Bonds which (i) do not exceed $1,500,000 in the aggregate,
                  (ii) are made on or prior to December 31, 2003, and (iii)
                  retire (or redeem) such Subordinated Bonds at a discount of no
                  less than 45%. Permitted Subordinated Bond Payments may be
                  made with proceeds from the Revolving Credit Facility."

                          "Polymer Stock Sale" shall have the meaning set forth
                  in the recitals to the Amendment.

                          "Polymer Supply Agreement" shall have the meaning set
                  forth in the recitals to the Amendment.

                          "Revolving Credit Facility Amendment" shall mean that
                  certain amendment to the loan agreement which evidences the
                  Revolving Credit Facility, dated as of July 25, 2003 and which
                  is substantially in the form attached to the Amendment as
                  Exhibit A.

                  (j)     Financial Covenants. Clause (a) of Annex G of the
     Credit Agreement is deleted and  replaced with the following:




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                          "(a)  Minimum Adjusted Tangible Net Worth.  Borrowers
                  and their Subsidiaries on a consolidated basis shall maintain
                  at all times Adjusted Tangible Net Worth equal to or greater
                  than $150,000,000.00."

         3.       Conditions Precedent to Effectiveness of Amendment. Sections
1 and 2 of this Amendment shall not be effective unless and until each of the
following conditions shall have been satisfied in Agent's discretion (unless
Agent has received written notice of a determination by Requisite Lenders of
satisfaction or non-satisfaction of such conditions, in which case such
determination shall control):

                  (a)     Execution of Amendment.  Borrowers and the Requisite
     Lenders shall each have executed and delivered this Amendment.

                  (b)     Acknowledgment of Guarantors.  The Acknowledgment
     and Agreement of each of the Guarantors set forth at the end of this
     Amendment, shall be duly executed by each Guarantor.

                  (c)     Amendment of Revolving Credit Facility. Borrowers
     shall have delivered to Agent and each of the Lenders a fully executed copy
     of the Revolving Credit Facility Amendment, and all of the conditions
     precedent set forth therein shall have been satisfied.

                  (d)     Fee. Borrowers shall have paid to Agent an
     amendment fee in the amount of $200,000 payable to those Lenders signatory
     to this Amendment in an amount, with respect to each such Lender, equal to
     such Lender's Pro Rata Share, which fee shall be fully earned and payable
     in cash on the date hereof. Any portion of the fee which is not distributed
     to the Lenders pursuant to the Section 3(d) shall be returned to the
     Borrower Representative.

                  (e)     Polymer Supply Agreement.  Borrowers shall have
     delivered to Agent and each of the Lenders a fully executed copy of the
     Polymer Supply Agreement.

                  (f)     Proceeds of the Polymer Stock Sale.  Borrowers shall
     have delivered to Agent the mandatory prepayment required by Section
     1.3(b)(ii) of the Credit Agreement as a result of the Polymer Stock Sale.

         4.       Representations and Warranties. Borrowers hereby, jointly and
severally, represent and warrant to Agent and the Lenders as follows:

                  (a)     Recitals.  The Recitals in this Amendment are true
     and correct in all respects.

                  (b)     Incorporation of Representations. All
     representations and warranties of the Borrowers in the Credit Agreement are
     incorporated herein in full by this reference and, except with respect to
     representations and warranties that were made as of and limited to a
     specific date, are true and correct as of the date hereof.

                  (c)      Corporate Power; Authorization.  Borrowers have the
     corporate or organizational power, and have been duly authorized by all
     requisite action (corporate or otherwise), to execute and deliver this
     Amendment and to perform their obligations hereunder



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<PAGE>


     and thereunder. This Amendment has been duly executed and delivered by
     each of the Borrowers.

                  (d)     Enforceability. This Amendment is the legal, valid
     and binding obligation of Borrowers, enforceable against each Borrower in
     accordance with its terms.

                  (e)     No Violation. The execution, delivery and
     performance of this Amendment by each of the Borrowers does not and will
     not (i) violate any law, rule, regulation or court order to which any
     Borrower is subject; (ii) conflict with or result in a breach of any
     Borrower's Articles of Incorporation, Bylaws, or other organizational
     documents or any agreement or instrument to which any Borrower is party or
     by which it or its properties are bound, or (iii) result in the creation or
     imposition of any lien, security interest or encumbrance on any property of
     any Borrower, whether now owned or hereafter acquired, other than liens in
     favor of Agent.

                  (f)     Obligations Absolute. The obligation of Borrowers
     to repay the Loans, together with all interest accrued thereon, is absolute
     and unconditional, and there exists no right of set off or recoupment,
     counterclaim or defense of any nature whatsoever to payment of the Loans.

                  (g)     Default.  No Default or Event of Default exists under
     the Credit Agreement or the Loan Documents other than the Existing
     Defaults.

         5.       Effect and Construction of Amendment. Except as expressly
provided herein, the Loan Documents shall remain in full force and effect in
accordance with their respective terms, and this Amendment shall not be
construed to:

                  (a)     impair the validity, perfection or priority of any
     lien or security interest securing the Notes;

                  (b)     waive or impair any rights, powers or remedies of
     Agent under the Loan Documents;

                  (c)     constitute an election of remedies to the exclusion
     of any other remedies;

                  (d)     constitute an agreement by Agent or require Agent to
     waive any Defaults or extend the term of the Credit Agreement or the time
     for payment of any of the Loans; or

                  (e)     evidence the obligations of any Lender to make any
     further Loans or other extensions of credit to Borrowers.

         6.       Release of Claims and Waiver. Borrowers, hereby release,
remise, acquit and forever discharge Agent, Lenders, and Agent's and Lenders'
employees, agents, representatives, consultants, attorneys, fiduciaries,
servants, officers, directors, partners, predecessors, successors and assigns,
subsidiary corporations, parent corporations, and related corporate divisions
(all of the foregoing hereinafter called the "Released Parties"), from any and
all actions and causes of action, judgments, executions, suits, debts, claims,
demands, liabilities, obligations, damages and expenses of any and every
character, known or unknown, direct and/or indirect, at law or in equity, of


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<PAGE>

whatsoever kind or nature, whether heretofore or hereafter arising, for or
because of any matter or things done, omitted or suffered to be done by any of
the Released Parties prior to and including the date of execution hereof, and in
any way directly or indirectly arising out of or in any way connected to this
Amendment, the Credit Agreement and the Loan Documents, including but not
limited to, claims relating to any settlement negotiations (all of the foregoing
hereinafter called the "Released Matters"). Borrowers acknowledge that the
agreements in this paragraph are intended to be in full satisfaction of all or
any alleged injuries or damages arising in connection with the Released Matters.
Each Borrower represents and warrants to Agent and the Lenders that it has not
purported to transfer, assign or otherwise convey any right, title or interest
of such Borrower in any Released Matter to any other Person and that the
foregoing constitutes a full and complete release of all Released Matters.

         7.       Costs and Expenses. The Borrowers hereby reaffirm their
agreement under the Credit Agreement to pay or reimburse Agent on demand for all
costs and expenses incurred by Agent in connection with the Credit Agreement,
the Collateral Documents and all other documents contemplated thereby, including
without limitation all reasonable fees and disbursements of legal counsel.
Without limiting the generality of the foregoing, the Borrowers specifically
agree to pay all fees and disbursements of counsel to Agent for the services
performed by such counsel in connection with the preparation of this Amendment
and the documents and instruments incidental hereto.

         8.       Miscellaneous.

                  (a)     Further Assurances. Borrowers agree to execute such
     other and further documents and instruments as Agent may reasonably request
     to implement the provisions of this Amendment and to perfect and protect
     the liens and security interests created by the Credit Agreement.

                  (b)     Benefit of Agreement. This Amendment shall be
     binding upon and inure to the benefit of and be enforceable by the parties
     hereto, their respective successors and assigns. No other person or entity
     shall be entitled to claim any right or benefit hereunder, including,
     without limitation, the status of a third-party beneficiary of this
     Amendment.

                  (c)     Entire Agreement. Except as expressly set forth
     herein, there are no agreements or understandings, written or oral, between
     Borrowers, Lenders or Agent relating to this Amendment, the Credit
     Agreement or the other Loan Documents that are not fully and completely set
     forth herein or therein.

                  (d)     Severability. The provisions of this Amendment are
     intended to be severable. If any provisions of this Amendment shall be held
     invalid or unenforceable in whole or in part in any jurisdiction, such
     provision shall, as to such jurisdiction, be ineffective to the extent of
     such invalidity or enforceability without in any manner affecting the
     validity or enforceability of such provision in any other jurisdiction or
     the remaining provisions of this Amendment in any jurisdiction.




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<PAGE>

                  (e)     Governing Law. This Amendment shall be governed by
     and construed in accordance with the internal substantive laws of the
     State of Illinois, without regard to the choice of law principles of
     such state.

                  (f)     Counterparts; Facsimile Signatures. This Amendment
     may be executed in any number of counterparts and by different parties to
     this Amendment on separate counterparts, each of which, when so executed,
     shall be deemed an original, but all such counterparts shall constitute one
     and the same agreement. Any signature delivered by a party by facsimile
     transmission shall be deemed to be an original signature hereto.

                  (g)     Notices. Any notices with respect to this Amendment
     shall be given in the manner provided for in the Credit Agreement.

                  (h)     Survival. The provisions set forth in Section 6 above
     shall survive the Termination Date.

                  (i)     Amendment. No amendment, modification, rescission,
     waiver or release of any provision of this Amendment shall be effective
     unless the same shall be in writing and signed by the parties hereto.

                  (j)     References. All references in the Credit Agreement
     shall be deemed to refer to the Credit Agreement as amended hereby; and any
     and all references in the Security Documents to the Credit Agreement shall
     be deemed to refer to the Credit Agreement as amended hereby.

                  (k)     No Other Waiver. The execution of this Amendment
     and acceptance of any documents related hereto shall not be deemed to be a
     waiver of any Default or Event of Default under the Credit Agreement or
     breach, default or event of default under any Loan Document or other
     document held by Agent, whether or not known to Agent and whether or not
     existing on the date of this Amendment.


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