S-4

As filed with the Securities and Exchange Commission on April 3, 2007

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
Under the Securities Act of 1933

TITAN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter

Illinois
(State or other jurisdiction of
incorporation or organization) 3312
(Primary Standard Industrial
Classification Code Number) 36-3228472
(I.R.S. Employer
Identification No.)

Titan International, Inc.
2701 Spruce Street, Quincy, IL 62301
(217) 228-6011
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)

Cheri T. Holley
Vice President and General Counsel
2701 Spruce Street
Quincy, IL 62301
(217) 228-6011
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Barbara A. Bowman
Bodman LLP
6^th Floor at Ford Field
1901 St. Antoine Street
Detroit, MI 48226
(313) 259-7777 Lisa L. Jacobs
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000

		Primary Standard
	Jurisdiction of	Industrial		I.R.S. Employer
	Incorporation/	Classification Code		Identification
Exact Name of Additional Registrants*	Organization	Number		Number
Titan Marketing Services, Inc.	Illinois		3312		37-1337195
Titan Wheel Corporation of Illinois	Illinois		3312		37-1366023
Titan Wheel Corporation of Iowa	Iowa		3312		39-1909552
Titan Wheel Corporation of South Carolina	South Carolina		3312		58-2359435
Titan Wheel Corporation of Virginia	Virginia		3312		54-1688395
Titan Investment Corporation	Illinois		3312		37-1330978
Titan Tire Corporation	Illinois		3312		42-1424945
Titan Tire Corporation of Bryan	Ohio		3312		20-5032911
Titan Tire Corporation of Freeport	Illinois		3312		20-2613232
Titan Tire Corporation of Natchez	Mississippi		3312		64-0898897
Titan Tire Corporation of Texas	Texas		3312		74-2851521
Titan Distribution Inc.	Illinois		3312		42-1444713
Dyneer Corporation	Delaware		3312		06-1174283
Dico, Inc.	Delaware		3312		42-1279519
Automotive Wheels, Inc.	California		3312		33-0540312
Nieman’s, Ltd.	Iowa		3312		42-1151350

* Address and telephone number of principal executive office are the same as those of Titan International, Inc.

     Approximate date of commencement of proposed sale to the public: As promptly as practicable after the effective date of this Registration Statement.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective date registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

	Amount to Be		Proposed Maximum			Proposed Maximum		Amount of
Title of Each Class of	Registered		Offering Price Per			Aggregate Offering		Registration
Securities To Be Registered	(1)		Unit(1)			Price(1)		Fee(2)
8% Senior Unsecured Notes due 2012	$	200,000,000		100	%	$	200,000,000	$	6,140
Guarantees of 8% Senior Unsecured Notes due 2012		(3)		(3)			(3)		(3)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933.
(2)	The amount of the filing fee has been calculated in accordance with Section 6(b) of the Securities Act and is equal to $30.70 for each $1,000,000 of the Proposed Maximum Aggregate Offering Price.
(3)	Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees of the new notes being registered.

     The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such a date as the Commission, acting pursuant to said Section 8(a), may determine.

     The information in this prospectus is not complete and may be changed. We may not consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED                     , 2007

PROSPECTUS

TITAN INTERNATIONAL, INC.

Offer for all outstanding 8% Senior Unsecured Notes due 2012
In Exchange for 8% Senior Unsecured Notes due 2012
Which have been Registered under the Securities Act of 1933
The exchange offer will expire at 5:00 p.m., New York City
time, on __________, 2007, unless we extend it.

Key Terms of the Exchange Offer

• We are offering to exchange registered 8% Senior Unsecured Notes due 2012 (the “new notes”) for all of our old unregistered 8% Senior Unsecured Notes due 2012 (the “old notes”).

• The terms of the new notes will be identical in all material respects to the terms of the old notes, except that the registration rights and related liquidated damages provisions, and the transfer restrictions applicable to the old notes, will not be applicable to the new notes.

• Subject to the satisfaction or waiver of specified conditions, we will exchange the new notes for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

• U.S. Bank National Association is serving as the exchange agent. If you wish to tender your old notes, you must complete, execute and deliver, among other things, a letter of transmittal to the exchange agent no later than 5:00 p.m., New York City time, on the expiration date.

• You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.

• Any outstanding notes not validly tendered will remain subject to existing transfer restrictions.

• The exchange of the old notes for the new notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes. See “Material United States Federal Income Tax Considerations.”

• We will not receive any proceeds from the exchange offer.

• The new notes will not be listed on any securities exchange or included in any automated quotation system.

• The new notes will have the same financial terms and covenants as the old notes and will be subject to the same business and financial risks.

          See “ Risk Factors” on page       of this prospectus for a discussion of risks that you should consider before participating in the exchange offer.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the new notes to be distributed in the exchange offer, nor have any of these organizations determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

          The date of this prospectus is                     , 2007

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	iii
SUMMARY		1
RISK FACTORS		14
THE EXCHANGE OFFER		23
USE OF PROCEEDS		31
RATIO OF EARNINGS TO FIXED CHARGES		32
DESCRIPTION OF NEW NOTES		32
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		83
PLAN OF DISTRIBUTION		84
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		85
INTERESTS OF DIRECTORS AND OFFICERS		86
FEES AND EXPENSES		86
LEGAL MATTERS		87
EXPERTS		87
MISCELLANEOUS		87
WHERE YOU CAN FIND MORE INFORMATION		87
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		88
Titan Marketing Services, Inc. Articles of Incorporation
Titan Marketing Services, Inc. Bylaws
Titan Wheel Corp of Illinois Articles of Incorporation
Titan Wheel Corp of Illinois Bylaws
Titan Wheel Corp of Iowa Articles of Incorporation
Titan Wheel Corp of Iowa Bylaws
Titan Wheel Corp of South Carolina Articles of Incorporation
Titan Wheel Corp of South Carolina Bylaws
Titan Wheel Corp of Virginia Articles of Incorporation
Titan Wheel Corp of Virginia Bylaws
Titan Investment Corp Articles of Incorporation
Titan Investment Corp Bylaws
Titan Tire Corp Articles of Incorporation
Titan Tire Corp Bylaws
Titan Tire Corp of Bryan Initial Articles of Incorporation
Titan Tire Corp of Bryan Bylaws
Titan Tire Corp of Freeport Articles of Incorporation
Titan Tire Corp of Freeport Bylaws
Titan Tire Corp of Natchez Articles of Incorporation
Titan Tire Corp of Natchez Bylaws
Titan Tire Corp of Texas Articles of Incorporation
Titan Tire Corp of Texas Bylaws
Titan Distribution Inc. Articles of Incorporation
Titan Distribution Inc. Bylaws
Dyneer Corp Certificate of Incorporation
Dyneer Corp Bylaws
Dico, Inc. Certificate of Incorporation
Dico, Inc. Bylaws
Automotive Wheels, Inc. Articles of Incorporation
Automotive Wheels, Inc. Bylaws
Nieman's Ltd. Articles of Incorporation
Nieman's Ltd. Bylaws
Indenture
Exchange and Registration Rights Agreement
Opinion of Bodman LLP
Opinion of Schmeideskamp, Robertson, Neu & Mitchell
Tax Opinion of Bodman LLP
Statement re Computation of Ratios
Consent of PricewaterhouseCoopers LLP
Statement of Eligibility of Trustee
Letter of Transmittal
Form of Notice of Guaranteed Delivery
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
Form of Letter to Clients

     This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. Information incorporated by reference is available without charge to holders of our 8% Senior Unsecured Notes due 2012 upon written or oral request to us at Titan International, Inc., 2701 Spruce Street, Quincy, Illinois 62301, Attention: Cheri T. Holley, Vice President, Secretary and General Counsel, or by telephone at (217) 228-6011. To obtain timely delivery, holders of the notes must request the information no later than five business days before the date they must make their investment decision, or

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                    , 2007, the present expiration date of the exchange offer, and deliver proper instructions prior to the expiration date of the exchange offer.

     You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the exchange agent has not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to exchange these securities in any jurisdiction where the offer or exchange is not permitted. To the best of our knowledge, the information in this prospectus is materially accurate on the date appearing on the front cover of this prospectus. You should assume that the information in this prospectus is materially accurate as of the date appearing on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus and the documents incorporated by reference herein include forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume,” “seek to” or other similar expressions, although not all forward-looking statements contain these identifying words. We commonly use forward-looking statements throughout this prospectus and the documents incorporated by reference herein regarding the following subjects:

• this exchange offer;

• our business strategy, plans and objectives;

• our understanding of our competition;

• market trends;

• projected sources and uses of available cash flow;

• projected capital expenditures;

• our future financial results and performance;

• potential liability with respect to legal proceedings; and

• potential effects of proposed legislation and regulatory action.

     You should not place undue reliance on our forward-looking statements because the matters they describe are subject to risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and are applicable only as of the date on the cover of this prospectus or, in the case of forward-looking statements incorporated by reference, as of the date of the filing that includes the statement. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our stockholders. Such factors include, without limitation, the following:

• those identified under “Risk Factors” including, without limitation:

• the cyclical nature of the industries in which we operate including the factors that have led to recent corn prices;

• our concentrated customer base;

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• substantial competition from international and domestic companies;

• unanticipated losses related to acquisitions or investments;

• failure to maintain satisfactory labor relations;

• price fluctuations of key commodities;

• our reliance on a limited number of suppliers;

• unfavorable outcomes of legal proceedings;

• costs related to compliance with corporate governance requirements;

• limitations on our financial and operating flexibility as a result of our significant interest expense compared to our cash flows; and

• restrictions on our ability to pursue our business strategies or repay our indebtedness as a result of restrictive covenants in our credit facility;

• those identified from time to time in our public filings with the Securities and Exchange Commission;

• the negative impact of economic slowdowns or recessions;

• the effect of changes in interest rates;

• the condition of the markets for our products;

• our access to funding sources and our ability to renew, replace or add to our existing credit facilities on terms comparable to the current terms;

• the impact of new state or federal legislation or court decisions on our operations; and

• the impact of new state or federal legislation or court decisions restricting the activities of lenders or suppliers of credit in our market.

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SUMMARY

     The following summary is qualified in its entirety by the detailed information and our Consolidated Financial Statements, including the notes thereto, included elsewhere or incorporated by reference in this Prospectus, particularly the Risk Factors. In this prospectus, “Titan,” “Company,” “we,” “us” and “our” refer to Titan International, Inc. and its subsidiaries on a consolidated basis, except as otherwise indicated.

Our Company

     We are a leading manufacturer of steel wheels and tires for off-highway vehicles used in the agricultural, earthmoving/construction, military and consumer products (including recreational trailers, all terrain vehicles (“ATVs”) and grounds care vehicles) markets. We generally manufacture the wheels and tires for these vehicles and provide the value-added service of selling a complete wheel and tire assembly. We offer thousands of products that are manufactured in relatively short production runs and must meet Original Equipment Manufacturers’ (“OEM”) specifications. Our net sales for 2006 and 2005 were approximately $679 million and $470 million, respectively. We have three operating segments: Agricultural, Earthmoving/Construction and Consumer.

     Our Agricultural segment accounted for 62% of revenue for the year ended December 31, 2006. Our agricultural rims, wheels and tires are manufactured for use on various agricultural and forestry equipment, including tractors, combines, skidders, plows, planters and irrigation equipment, and are sold directly to OEMs and to the aftermarket through independent distributors, equipment dealers and our own distribution centers. The wheels and rims range in diameter from 9” to 54” with the 54” diameter being the largest agricultural wheel manufactured in North America. Basic configurations are combined with distinct variations (such as different centers and a wide range of material thickness) allowing us to offer a broad line of product models to meet customer specifications. Our agricultural tires range from 8” to 85” in diameter and from 4.8” to 44” in width. We also offer the added value of delivering a complete wheel and tire assembly to customers in the agricultural market.

     Our Earthmoving/Construction segment accounted for 27% of revenue for the year ended December 31, 2006. We manufacture rims, wheels and tires for various types of earthmoving, mining, military and construction equipment, including skid steers, aerial lifts, cranes, graders and levelers, scrapers, self-propelled shovel loaders, load transporters, haul trucks and backhoe loaders. We provide customers with a broad range of earthmoving/construction wheels ranging in diameter from 20” to 63”, in width from 8” to 60” and in weight from 125 pounds to 7,000 pounds. The 63” diameter wheel is the largest manufactured in North America for the earthmoving/construction market. We sell our wheels and tires to both the OEM and Aftermarket segments. We also offer the added value of a complete wheel and tire assembly in the earthmoving/construction market.

     Our Consumer segment accounted for 11% of revenue for the year ended December 31, 2006. We build a variety of products for all-terrain vehicles (ATV), turf, golf and trailer applications. Consumer wheels and rims range from 8” to 16” in diameter. Recently, ATV tires using the new stripwinding manufacturing process have been introduced to the marketplace. For the domestic boat, recreational and utility trailers markets, we provide wheels and tires and assemble brakes, actuators

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and components. We also offer the value-added service of a complete wheel and tire assembly in the consumer market.

     Our major OEM customers include Deere & Company (“Deere”), CNH Global N.V. (“CNH”), AGCO Corporation, Kubota Corporation and Caterpillar Inc. (“CAT”). In addition, we continue to expand our sales of wheels and tires to the aftermarket, where product demand tends to be less cyclical than in the OEM market. We distribute our tire products in the aftermarket primarily through a network of independent distributors and also through our own distribution centers. This distribution network enables us to service markets not otherwise accessible through our traditional OEM marketing channels.

     We are an Illinois corporation. Our principal corporate offices are located at 2701 Spruce Street, Quincy, Illinois 62301, and the telephone number is (217) 228-6011.

Recent Developments

     Convertible Note Conversion Offer. In January 2007, we filed a registration statement relating to an offer to the holders of our 5.25% senior unsecured convertible notes due 2009 to convert their convertible notes into Titan’s common stock at an increased conversion rate (the “Conversion Offer”). Per the Conversion Offer, each $1,000 principal amount of convertible notes was convertible into 81.0000 shares of common stock, which is equivalent to a conversion price of approximately $12.35 per share. The offering price did not include accrued interest; therefore, no accrued interest was to be paid on the convertible notes that accepted this offer. Prior to the Conversion Offer, each $1,000 principal amount of convertible notes was convertible into 74.0741 shares of common stock, which was equivalent to a conversion price of approximately $13.50 per share. The registration statement relating to the shares of common stock to be offered was declared effective on February 21, 2007. The offer expired on March 20, 2007 and on that date, the Company was advised by the conversion agent that holders of $81,200,000 aggregate principal amount of the convertible notes, constituting 100 percent of the principal amount of the outstanding convertible notes, had delivered valid tenders pursuant to the Conversion Offer. All of such tenders were accepted for exchange by the Company. The $81,200,000 of accepted convertible notes were converted to 6,577,200 shares of Company common stock. A noncash convertible debt conversion charge of approximately $14 million will be recorded as a reduction in net income in the first quarter of 2007. The fees and expenses incurred in connection with the conversion offer will also be recorded as a reduction of net income in the first quarter of 2007.

     Credit Facility Amendment. On February 8, 2007, we amended our revolving credit facility with LaSalle Bank National Association. The amendment extended the termination date to October 2009 (previously October 2008). The amendment also lowered borrowing rates, which will be based on a pricing grid. The borrowings under the facility will bear interest at a floating rate of LIBOR plus 1% to 2% (previously 2.75%). The amendment lowered the revolving loan availability from $250 million to $125 million with the ability to request an increase back to $250 million.

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Summary of the Terms of the Exchange Offer

     On December 28, 2006, we completed an offering of $200,000,000 aggregate principal amount of 8% Senior Unsecured Notes due 2012 inside the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The notes are guaranteed on a senior basis by certain of our existing and future domestic subsidiaries, and the note guarantees are effectively subordinated to all of our and the guarantors’ existing and future secured debt, including our revolving credit facility, to the extent of the value of the assets securing that indebtedness.

     We entered into an exchange and registration rights agreement with Goldman, Sachs & Co., as the initial purchaser of the old notes, in which we agreed to complete the exchange offer. This exchange offer gives you the opportunity to exchange your notes for notes with substantially identical terms that are registered for issuance under the Securities Act. You should read the discussion under the heading “The Exchange Offer” beginning on page ___and “Description of New Notes” beginning on page ___for further information about the new notes.

Securities Offered	$200,000,000 aggregate principal amount of new 8% senior unsecured notes dues 2012, which have been registered under the Securities Act. The terms of the new notes offered in the exchange offer are substantially identical to those of the old notes, except that certain transfer restrictions, registration rights and liquidated damages provisions relating to the old notes do not apply to the new registered notes.
The Exchange Offer	We are offering to issue new notes in exchange for a like principal amount and like denomination of our old notes. We are offering to issue these new registered notes to satisfy our obligations under an exchange and registration rights agreement that we entered into with the initial purchaser of the old notes when we sold them in a transaction that was exempt from the registration requirements of the Securities Act. You may tender your old notes for exchange by following the procedures described under the heading “The Exchange Offer.”
Exchange and Registration Rights Agreement	You are entitled to exchange your new notes for new notes with substantially identical terms. The exchange offer is intended to satisfy these rights. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights for your notes.
	$200.0 million principal amount of notes is outstanding.
	We will issue new notes promptly after the expiration of the

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	exchange offer.
Resales	We believe the new notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:
	•    you are not our affiliate within the meaning of Rule 405 under the Securities Act,
	•    the new notes are acquired in the ordinary course of your business,
	•    you are not participating and do not intend to participate in a distribution of the new notes,
	•    if you are a broker-dealer, you have not entered into any arrangement or undertaking with uss or any of our affiliates to distribute the new notes, and
	•    you are not acting on behalf of any person or entity that could not truthfully make these representations.
	Each broker-dealer issued new notes in the exchange offer for its own account in exchange for notes acquired by the broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the new notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, ___, 2007, unless we decide to extend the expiration date. If we extend the exchange offer, the longest we could keep the offer open without incurring liquidated damages under the exchange and registration rights agreement in the form of increased interest payable on the old notes would be until September 24, 2007, which is 270 days after the outstanding notes were issued.
Conditions to the Exchange Offer	The exchange offer is not subject to any condition other than

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	that the exchange offer does not violate law or any interpretation of the staff of the Securities and Exchange Commission, or the SEC.
Procedures for Tendering Outstanding Notes Held in the Form of Book-Entry Interests	If you are a holder of a note held in the form of a book-entry interest through the Depository Trust Company, or DTC, and you wish to tender your book-entry interest for exchange in the exchange offer, you must transmit to U.S. Bank National Association, as exchange agent, before the expiration date of the exchange offer:
	either
	•    a properly completed and executed letter of transmittal, which accompanies this prospectus, or a facsimile of the letter of transmittal, including all other documents required by the letter of transmittal, to the exchange agent at the address on the cover page of the letter of transmittal;
	or
	•    a computer-generated message transmitted by means of DTC’s Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal;
	and, either
	•    a timely confirmation of book-entry transfer of your outstanding notes into the exchange agent’s account at DTC, according to the procedure for book-entry transfers described in this prospectus under the heading “The Exchange Offer—Book-Entry Transfer” beginning on page ___, which must be received by the exchange agent on or prior to the expiration date;
	or
	•    the documents necessary for compliance with the guaranteed delivery procedures described below.
Procedures for Tendering Certificated Notes	If you are a holder of a beneficial interest in the outstanding notes, you are entitled to receive, in exchange for your beneficial interest, certificated notes in equal principal amounts to your beneficial interest. As of the date of this Prospectus,

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	however, no certificated notes were issued and outstanding. If you acquire certificated notes before the expiration date of the exchange offer, you must tender your notes under the procedures described in this prospectus under the heading “The Exchange Offer—Procedure for Tendering Outstanding Notes” beginning on page ___.
Special Procedures for Beneficial Owners	If you are the owner of a beneficial interest and your name does not appear on a security position listing of DTC as the holder of that interest or if you are a beneficial owner of certificated notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender that interest or certificated notes in the exchange offer, you should contact the person in whose name your interest or certificated notes are registered promptly and instruct such person to tender on your behalf.
Guaranteed Delivery Procedures	If you wish to tender your notes and time will not permit your required documents to reach the exchange agent by the expiration date of the exchange offer, or the procedure for book-entry transfer cannot be completed on time or certificates for your notes cannot be delivered on time, you may tender your notes according to the procedures described in this prospectus under the heading “The Exchange Offer—Guaranteed Delivery Procedures” beginning on page ___.
Withdrawal Rights	You may withdraw the tender of your notes at any time prior to the time of expiration. We will return to you any outstanding notes not accepted for exchange for any reason without expense to you promptly after withdrawal, rejection of tender or termination of the exchange offer.
Regulatory Approvals	Other than pursuant to the federal securities laws, there are no federal or state regulatory requirements that we must comply with, or approvals that we must obtain, in connection with the exchange offer.
Appraisal Rights	You will not have dissenters’ rights or appraisal rights in connection with the exchange offer. See “The Exchange Offer—Appraisal Rights.”
U.S. Federal Income Tax Consequences	The exchange of notes will not be a taxable exchange for U.S. federal income tax purposes. You will not recognize any taxable gain or loss or any interest income as a result of the exchange.

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Exchange Agent

U.S. Bank National Association is serving as exchange agent for the exchange offer.

Consequences of Failure to Exchange

Notes that are not tendered or that are tendered but not accepted will continue to be subject to the restrictions on transfer that are described in the legend on those notes. In general, you may offer or sell your notes only if they are registered under, or offered or sold under an exemption from, the Securities Act and applicable state securities laws. We, however, will have no further obligation to register the notes. If you do not participate in the exchange offer, the liquidity of your notes could be adversely affected.

Summary of the Terms of the New Notes

     The terms of the new notes will be identical in all material respects to the terms of the old notes, except that the registration rights and related liquidated damages provisions, and the transfer restrictions applicable to the old notes, are not applicable to the new notes. The new notes will evidence the same debt as the old notes. The new notes and the old notes will be governed by the same indenture. For more complete information about the new notes, see the “Description of New Notes” section of this prospectus.

Issuer	Titan International, Inc.
Notes Offered	$200 million aggregate principal amount of 8% Senior Unsecured Notes due 2012.
Maturity Date	January 15, 2012.
Interest	8% per annum, payable semiannually on July 15 and January 15 of each year, commencing on July 15, 2007.
Guarantees	The notes will be guaranteed on a joint and several senior basis by all of our existing and future domestic restricted subsidiaries, other than “Immaterial Subsidiaries,” that guarantee the revolving credit facility. Our foreign subsidiaries will not guarantee the notes. See “Description of New Notes — Note Guarantees.”
Ranking	The notes will be:
	•    our general unsecured obligations;
	•   pari passu in right of payment to all of our existing and future unsecured senior indebtedness;
	•    senior in right of payment to our future subordinated indebtedness, if any;

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	•    effectively subordinated to all our existing and future secured indebtedness up to the value of the collateral securing such indebtedness;
	•    guaranteed by the guarantors; and
	•    effectively subordinated to all of the existing and future liabilities, including trade payables, of our subsidiaries that do not guarantee the notes.
	The guarantees will be:
	•    general unsecured obligations of our guarantors
	•    pari passu in right of payment to all of our guarantors’ existing and future unsecured senior indebtedness;
	•    senior in right of payment to our guarantors’ future subordinated indebtedness, if any; and
	• effectively subordinated to all existing and future secured indebtedness of our guarantors up to the value of the collateral securing such indebtedness.
	As of ___, 2007, we had $125 million available (subject to certain conditions) for borrowing under our revolving credit facility, which was secured by substantially all of our assets.
	See “Risk Factors — The notes and guarantees are effectively subordinated to our secured debt and to any liabilities of our non-guarantor subsidiaries” for a description of the assets, liabilities and operations of our subsidiaries that will not guarantee the notes.
Redemption with Certain Equity Proceeds	We may redeem up to 35% of the aggregate principal amount of the notes using net proceeds from certain equity offerings completed prior to January 15, 2010.
Make-Whole Redemption	We may redeem the notes, in whole or in part, by paying a redemption price equal to the sum of:
	(1) 100% of the principal amount of the notes to be redeemed, plus
	(2) the Applicable Premium for the notes (as defined in “Description of New Notes”), plus accrued and unpaid interest thereon, if any to the redemption date (subject to the right of holders of record on the relevant record date to

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	receive interest due on the relevant interest payment date).
Mandatory Offer to Repurchase	If we experience a change of control (as defined in the indenture governing the notes), we will be required to make an offer to repurchase the notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase. There is no assurance we will have adequate funds for such an offer. See “Description of New Notes — Repurchase at the Option of Holders — Change of Control.”
Certain Covenants	The indenture governing the notes will contain certain covenants that will, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•    incur, assume or guarantee additional indebtedness or issue preferred stock;
	•    pay dividends or make other equity distributions to our shareholders;
	•    purchase or redeem our capital stock;
	•    make certain investments;
	•    create liens;
	•    sell or otherwise dispose of assets;
	•    engage in transactions with our affiliates; and
	•    merge or consolidate with another entity or transfer all or substantially all of our assets.
	All of these restrictive covenants are subject to a number of important exceptions and qualifications. See “Description of New Notes — Certain Covenants”.
Use of Proceeds	We will not receive any proceeds from the exchange offer. For a description of the use of proceeds from the offering of the old notes, see “Use of Proceeds.”
Form of the New Notes	The new notes will be represented by one or more permanent global securities in registered form deposited with U.S. Bank National Association, as custodian, for the benefit of The Depository Trust Company. You will not receive notes in registered form, unless one of the events set forth under the heading “Description of New Notes—Book-Entry, Delivery and Form” occurs. Instead, beneficial interests in the new notes will be shown on, and transfers of these interests will

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	be effected only through, records maintained in book-entry form by The Depository Trust Company with respect to its participants.
Absence of a Public Market for the New Notes	There has been no public market for the old notes, and no active market for the new notes is currently anticipated. We do not intend to apply for a listing of the new notes on any securities exchange or inclusion in any automated quotation system. We cannot make any assurances regarding the liquidity of the market for the new notes, the ability of holders to sell their new notes or the price at which holders may sell their new notes. See “Plan of Distribution.”
Trustee	U.S. Bank National Association is serving as trustee under the indenture governing the notes.

Risk Factors

     As a holder of our outstanding notes, your investment is subject to various risks and uncertainties, including those described under “Risk Factors,” beginning on page ___and your investment will remain subject to those risks and uncertainties if you exchange your old notes for new notes.

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Selected Historical Consolidated Financial Data

     The selected financial data presented below as of and for the years ended December 31, 2002, 2003, 2004, 2005 and 2006 has been derived from our consolidated financial statements, as audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm. You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2006, incorporated by reference in this prospectus, and our consolidated financial statements and related notes thereto, included herein.

	Year Ended December 31,
	2002			2003			2004			2005			2006
(Amounts in thousands)
Statement of Operations Data:
Net sales	$	462,820		$	491,672		$	510,571		$	470,133		$	679,454
Gross profit		29,741			29,703			79,500			64,210			72,778
(Loss) income from operations		(14,086	)		(16,220	)		33,322			11,999			22,011
(Loss) income before income taxes		(44,293	) (a)		(33,668	)		15,215			(2,885	) (b)		8,574
Net (loss) income		(35,877	) (a)		(36,657	)		11,107			11,042	(b)(c)		5,144
Other Financial Data:
Depreciation and amortization	$	33,622		$	32,277		$	24,907		$	20,746		$	26,850
Capital expenditures		9,759			14,564			4,328			6,752			8,282
Interest expense		20,565			20,231			16,159			8,617			17,001
Cash flows from operating activities		16,908			10,382			18,149			22,899			(5,540	)
Cash flows from investing activities		(9,141	)		(33,754	)		62,392			(76,743	)		(52,726	)
Cash flows from financing activities		4,407			7,219			(85,751	)		53,306			91,086
Balance Sheet Data (end of period):
Cash and cash equivalents	$	22,049		$	6,556		$	1,130		$	592		$	33,412
Working capital		170,263			183,971			114,898			157,984			247,009
Current assets		254,569			286,946			154,668			206,167			309,933
Total assets		531,999			523,084			354,166			440,756			585,126
Long-term debt		249,119			248,397			169,688			190,464			291,266
Stockholders’ equity		144,027			111,956			106,881			167,813			187,177

(a)	Includes loss on investments of $12.4 million ($10.0 million after taxes).
(b)	Includes noncash convertible debt conversion charge of $7.2 million.
(c)	Includes tax benefit of $13.9 million for tax valuation allowance.

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Unaudited Pro Forma Consolidated Condensed Financial Information

     The following unaudited pro forma consolidated condensed statements of operations for the year ended December 31, 2006 give effect to the acquisition of the Continental Tire North America (Continental) off-the-road (OTR) tire assets. The pro forma consolidated condensed statements of operations also give effect to the March 2007 conversion of the senior convertible notes. The pro forma consolidated condensed statements of operations are presented as if all of the transactions had occurred on January 1, 2006.

     The pro forma statements of operations were derived by adjusting our historical financial statements. The adjustments are based on currently available information and, therefore, the actual adjustments may differ from the pro forma adjustments.

     The pro forma statements of operations have also been derived from Continental off-the-road tire assets historical accounting records and are presented on a carve-out basis to include the historical operations applicable to the assets we acquired in Bryan, Ohio. The historical statements of revenue and certain expenses vary from an income statement in that they do not show certain expenses that were incurred in connection with the seller’s ownership of the acquired assets, including interest, corporate expenses, and income taxes. The seller did not segregate such operating cost information related to the off-the-road tire assets for financial reporting purposes and, therefore, any pro forma allocation would not be a reliable estimate of what these costs would actually have been had the Continental off-the-road tire assets been operated as a stand alone entity.

     The pro forma consolidated condensed financial statements should be read in conjunction with the historical consolidated financial statements and the related notes thereto included herein.

     The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisition of assets actually occurred on the dates assumed nor is it necessarily indicative of Titan International, Inc.’s future consolidated results of operations or financial position.

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Pro Forma Consolidated Condensed Statements of Operations (Unaudited)
Year Ended December 31, 2006
(Amounts in thousands, except per share date)

	Historical					Pro Forma			Pro Forma
	Titan			Continental (a)		Adjustments			Titan
Net sales	$	679,454		$	82,342	$	0		$	761,796
Cost of sales		606,676			62,201		1,028	(b)		669,905
Gross profit		72,778			20,141		(1,028	)		91,891
Selling, general & administrative expenses		42,142			4,152		0			46,294
Royalty expense		5,001			0		0			5,001
Idled assets marketed for sale depreciation		3,624			0		0			3,624
Income (loss) from operations		22,011			15,989		(1,028	)		36,972
Interest expense		(17,001	)		0		(2,360	)(c)
							4,791	(d)		(14,570	)
Other income		3,564			611		0			4,175
Income before income taxes		8,574			16,600		1,403			26,577
Provision for income taxes		3,430			0		7,201	(e)		10,631
Net income (loss)	$	5,144		$	16,600	$	(5,798	)	$	15,946
Income per common share
Basic	$	.26			—		—		$	.61
Diluted		.26			—		—			.60
Average common shares and equivalent outstanding
Basic		19,702			—		6,577	(d)		26,279
Diluted		20,044			—		6,577	(d)		26,621

(a)	The Continental column includes the following pro forma numbers for the period of July 1, 2006, to July 31, 2006 (amounts in thousands): Sales — $11,763; Cost of sales - - $8,886; Selling, general & administrative — $593; and Other income — $87. The Continental column represents the period from January 1, 2006 to July 31, 2006.
(b)	To record the difference in depreciation between the actual depreciation recorded on the Continental off-the-road tire assets and the calculated amount if the Company had acquired these assets on January 1, 2006. The difference is the result of differing asset values and lives. The Company uses straight-line depreciation with the following lives: Buildings — 25 years; Machinery & Equipment — 10 years; Tools, Dies and Molds — 5 years.
(c)	To record the additional interest for the Continental off-the-road tire acquisition for the year ended December 31, 2006. Interest is calculated using a rate of 7.76% derived from the terms of the Company’s revolving credit facility, which was LIBOR plus 3% during the period. The pro forma adjustment for interest would have been thirty-eight thousand dollars ($38,000) higher or lower if the interest rate had been 1/8% higher or lower.
(d)	To reflect the March 2007 conversion of 100% of Titan’s senior convertible notes as if the conversion had occurred on January 1, 2006.
(e)	To record income tax provision at a 40% rate, the historical provision rate.

RISK FACTORS

     The new notes, like the old notes, entail risk. In deciding whether to participate in the exchange offer, you should consider the risks associated with the nature of our industry, the nature of our business and the risk factors relating to the exchange offer in addition to the other information contained in this prospectus. You should carefully consider the following factors before making a decision to exchange your old notes for new notes.

Risks Related to Our Business

We operate in cyclical industries and, accordingly, our business is subject to the numerous and continuing changes in the economy.

     Our sales are substantially dependent on three major industries, the agricultural equipment industry, the earthmoving/construction equipment industry (including military) and the consumer products industry (including trailers and ATVs). The business activity levels in these industries are subject to specific industry and general economic cycles. Accordingly, any downturn in these industries or general economy could materially adversely affect our business.

     The agricultural equipment industry is affected by crop prices, farm income and farmland values, weather, export markets and government policies. Recently, demand for corn has caused significantly increased corn prices, which is generally good for our business. However, corn prices are subject to a number of risks and could decrease, which could have a material adverse effect on us. Corn prices are heavily dependent on federal legislation and new legislation is expected in 2007 or 2008, with a new majority in both the House of Representatives and the Senate. Any significant changes, or the expectation of significant changes, to federal agricultural policy, could have a material adverse effect on us. Another factor which has had significant positive impact on corn prices recently is demand for ethanol. This has been driven by high oil prices and federal legislation that encourages ethanol production and imposes limits on imported corn and ethanol. Reductions in oil prices or changes in federal ethanol policy, or the expectation of changes, could have a material adverse effect on our business. In addition, the agricultural equipment industry is subject to weather risks, including drought, flood and climate risks, any of which could have a material adverse effect on us.

     The earthmoving/construction industry is affected by commodity prices, the levels of government and private construction spending and replacement demand. The consumer products industry is affected by consumer disposable income, weather, competitive pricing, energy prices and consumer attitudes. In addition, the performance of these industries is sensitive to interest rate changes and varies with the overall level of economic activity.

     Due to capacity constraints at our Bryan, Ohio, off-the-road (OTR) tire facility, we are adding OTR tire capacity at our Freeport, Illinois, and Des Moines, Iowa, tire facilities. We are aligning production, which includes retooling, retraining personnel, and movement of equipment at the Bryan, Freeport and Des Moines facilities. This will decrease our gross margin for the first half of 2007 as labor costs that are normally dedicated to making products will instead be used for retooling, retraining and movement of equipment.

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Our customer base is relatively concentrated.

     Our ten largest customers, which are primarily original equipment manufacturers (“OEMs”), accounted for approximately 53% and 55% of our net sales for 2006 and 2005, respectively. Net sales to Deere represented 17% and 20% of our total net sales for 2006 and 2005, respectively. Net sales to CNH represented 11% of our total net sales for each of 2006 and 2005. No other customer accounted for more than 10% of our net sales in 2006 or 2005. As a result, our business could be adversely affected if one of our larger customers reduces its purchases from us due to work stoppages or slow-downs, financial difficulties, as a result of termination provisions, competitive pricing or other reasons. There is also continuing pressure from the OEMs to reduce costs, including the cost of products and services purchased from outside suppliers such as us. Although we have had long-term relationships with our major customers and expect that we will be able to continue these relationships, there can be no assurance that we will be able to maintain such relationships on terms favorable to us or at all. Any failure to maintain our relationship with a leading customer could have an adverse effect on our results of operations.

We face substantial competition from international and domestic companies.

     We compete with several international and domestic competitors, some of which are larger and have greater financial and marketing resources than us. We compete primarily on the basis of price, quality, customer service, design capability and delivery time. Our ability to compete with international competitors may be adversely affected by currency fluctuations. In addition, foreign competitors in low-wage markets have a natural cost advantage over us that may enable them to offer lower prices. Certain of our OEM customers could, under certain circumstances, elect to manufacture certain of our products to meet their own requirements or to otherwise compete with us. There can be no assurance that our businesses will not be adversely affected by increased competition in the markets in which we operate or that our competitors will not develop products that are more effective or less expensive than our products or which could render certain of our products less competitive. From time to time certain of our competitors have reduced their prices in particular product categories, which has caused us to reduce our prices. There can be no assurance that in the future our competitors will not further reduce prices or that any such reductions would not have a material adverse effect on our business.

Acquisitions and joint ventures may require significant resources and/or result in significant unanticipated losses, costs or liabilities.

     In the last [15] months we closed two significant acquisitions. In the future we may seek to grow by making acquisitions. Some of the businesses that we would consider acquiring, if they become available, are quite large and could become available at any time. Any future acquisitions will depend on our ability to identify suitable acquisition candidates, to negotiate acceptable terms for their acquisition and to finance those acquisitions. We will also face competition for suitable acquisition candidates that may cause us to pay too much. In addition, acquisitions (including our two recent acquisitions) require significant managerial attention, which may be diverted from our other operations. Furthermore, acquisitions of businesses or facilities entail a number of additional risks, including:

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• problems with integration of operations;

• the inability to maintain key pre-acquisition customer, supplier and employee relationships and labor agreements;

• increased operating costs; and

• exposure to unanticipated liabilities.

     Subject to the terms of our indebtedness, we may finance future acquisitions with cash from operations, additional indebtedness and/or by issuing additional equity securities. In addition, we could face financial risks associated with incurring additional indebtedness such as reducing our liquidity and access to financing markets and increasing the amount of cash flow required to service such indebtedness.

Our business could be negatively impacted if we fail to maintain satisfactory labor relations.

     Approximately 48% of our employees in the United States are covered by three collective bargaining agreements. Upon the expiration of any of our collective bargaining agreements, however, we may be unable to negotiate new collective bargaining agreements on terms favorable to us, and our business operations may be affected as a result of labor disputes or difficulties and delays in the process of renegotiating our collective bargaining agreements. In 1998, the employees in our Des Moines, Iowa and Natchez, Mississippi facilities went on strike for 40 and 39 months, respectively. Our three labor agreements each expire on the same date in November 2010. The fact that these agreements all expire on the same date could increase the adverse consequences to us if we have difficulty when we negotiate new agreements in 2010. We cannot assure you that there will not be any other labor disruptions or strikes at our facilities that adversely affect our business.

We have incurred, and may incur in the future, net losses.

     Although we generated net income in 2004, 2005 and 2006, we have incurred significant net losses previously. Reported net losses were $36.7 million, $35.9 million, and $34.8 million for the years ended December 31, 2003, 2002 and 2001, respectively.

We are exposed to price fluctuations of key commodities.

     We do not generally enter into long-term commodity contracts and do not use derivative commodity instruments to hedge our exposures to commodity market price fluctuations. Therefore, we are exposed to price fluctuations of our key commodities, which consist primarily of steel and rubber, which we primarily buy on the spot market. Although we attempt to pass on certain material price increases to our customers, there is no assurance that we will be able to do so in the future. Any increase in the price of steel and rubber that is not passed on to our customers could have an adverse material effect on our results of operations.

We rely on a limited number of suppliers.

     We currently rely on a limited number of suppliers for certain key commodities, which consist primarily of steel and rubber, in the manufacturing of our products. The loss of our key

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suppliers or their inability to meet our price, quality, quantity and delivery requirements could have a significant adverse impact on our results of operations.

We may be subject to claims for damages for defective products, which could adversely affect our results of operations.

     We warrant our products to be free of certain defects and accordingly may be subject in the ordinary course of business to product liability or product warranty claims. Losses may result or be alleged to result from defects in our products, which could subject us to claims for damages, including consequential damages. We do not carry significant product liability insurance and we cannot assure you that any insurance we maintain will be adequate for liabilities actually incurred. Any claims relating to defective products that result in liability exceeding our insurance coverage could have a material adverse effect on our financial condition and results of operations. Further, claims of defects could result in negative publicity against us, which could adversely affect our business.

We are subject to risks associated with environmental laws and regulations.

     Our operations are subject to federal, state, local and foreign laws and regulations governing, among other things, emissions to air, discharge to waters and the generation, handling, storage, transportation, treatment and disposal of waste and other materials. Our operations entail risks in these areas, and there can be no assurance that we will not incur material costs or liabilities. In addition, potentially significant expenditures could be required in order to comply with evolving environmental and health and safety laws, regulations or requirements that may be adopted or imposed in the future or to investigate or remediate contamination at currently or formerly owned or operated sites.

Our revenues are seasonal due to our dependence on agricultural, earthmoving, construction and recreational industries, which are seasonal.

     The agricultural, earthmoving, construction and recreational industries are seasonal, with typically lower sales during our second half of the year. This seasonality in demand has resulted in fluctuations in our revenues and operating results. Because much of our overhead expenses are fixed, seasonal trends can cause reductions in our quarterly profit margins and financial condition, especially during our slower periods. During certain periods of the year, OEMs may shut down production for maintenance, inventory reduction or due to labor contracts, which can affect our results.

We may be adversely affected by changes in government regulations and policies.

     Domestic and foreign political developments and government regulations and policies directly affect the agricultural, earthmoving/construction and consumer products industries in the United States and abroad. Regulations and policies relating to the agricultural industry include those encouraging farm acreage reduction in the United States and restricting deforestation techniques. In addition, U.S. government subsidies for ethanol have significantly enhanced demand for corn in recent periods. U.S. tariffs on imported ethanol have also reduced the supply

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of ethanol. Both of these factors have increased U.S. corn prices, which has been good for our agricultural equipment business. Regulations and policies relating to the earthmoving/construction industry include those regarding the construction of roads, bridges and other items of infrastructure. The modification of existing laws, regulations or policies or the adoption of new laws, regulations or policies could have an adverse effect on any one or more of these industries and therefore on our business.

Our success depends on attracting and retaining key personnel and qualified employees.

     Our continued success and viability are dependent, to a certain extent, upon our ability to attract and retain qualified personnel in all areas of our businesses, especially management positions. In the event we are unable to attract and retain qualified personnel, our businesses may be adversely affected. Mr. Taylor, our Chairman and Chief Executive Officer, has been instrumental in the development and implementation of our business strategy. We do not maintain key-person life insurance policies on any of our executive officers. We have outstanding agreements with certain of our executive employees selected by the board of directors, which provide that the individuals will not receive any benefits if they voluntarily leave the company. In the event of a termination of the individual’s employment after a change of control (defined generally as an acquisition of 20% or more of our outstanding voting shares), the executive is entitled to receive salary, bonus and other fringe benefits. In addition, all unvested options and certain benefits become vested. Messrs. Taylor, Rodia and Hackamack and Ms. Holley are each a party to such an agreement. The loss or interruption of the continued full-time services of any of our executive officers, including Mr. Taylor, could have a material adverse effect on our business.

Unfavorable outcomes of legal proceedings could adversely affect our financial condition and results of operations.

     We are a party to routine legal proceedings arising out of the normal course of business. Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, we believe at this time that none of these actions, individually or in the aggregate, will have a material adverse effect on our financial condition or results of operations. However, due to the uncertainties involved in litigation, we cannot anticipate or predict material adverse effects on our financial condition, cash flows or results of operations as a result of efforts to comply with, or our liabilities pertaining to, legal judgments.

We are subject to corporate governance requirements, and costs related to compliance with, or failure to comply with, existing and future requirements could adversely affect our business.

     We face corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC, the Public Company Accounting Oversight Board and the NYSE. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. Our failure to comply with these laws, rules and regulations may materially adversely affect our reputation, financial condition and the value of our securities, including the notes.

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Risks Related to the Notes

Our debt will result in significant interest expense compared to our cash flows, which may limit our financial and operating flexibility.

     We have substantial debt. As of December 31, 2006, we have an aggregate of approximately $291 million of debt outstanding and approximately $109 million of additional borrowing capacity under our revolving credit facility, subject to certain conditions. See “Capitalization.” We may incur additional indebtedness in the future, subject to limitations imposed by the notes and our credit facility.

     Due to our high level of debt, we have significant interest expense, which may be difficult for us to service from our net cash provided by operating activities. For the year ended December 31, 2006, we had interest expense of $17.0 million and capital expenditures were $8.3 million, compared to net cash (used for) operating activities of ($5.5 million). For 2005 we had net cash provided by operating activities of $22.9 million and capital expenditures of $6.8 million. For 2004, we had net cash provided by operating activities of $18.1 million and capital expenditures of $4.3 million. In addition, in recent years our cash payments for taxes have been reduced as we used our net operating losses. These are substantially used now and will not be available to shelter our cash flows in the future. For the foregoing reasons, it will be difficult for us to service our debt and make capital expenditures in the future unless we increase our net cash provided by operating activities. If we are unable to service our debt, whether in the normal course of business or upon acceleration of such debt, we may be forced to pursue one or more alternative strategies, such as reducing or delaying capital expenditures or selling assets.

     The degree to which we are leveraged could have important consequences to holders of the notes, including, but not limited to, the following: (i) a substantial portion of our cash flow from operations will be required to be dedicated to debt service and will not be available to us for our operations; (ii) our ability to obtain additional financing in the future for acquisitions, capital expenditures, working capital or general corporate purposes could be limited; (iii) certain of our borrowings are and any of our new borrowings may be at variable rates of interest which could result in higher interest expense in the event of increases in interest rates; and (iv) we may be substantially more leveraged than certain of our competitors, which may place us at a relative competitive disadvantage and make us more vulnerable to changing market conditions and regulations.

Our ability to fulfill our obligations under the notes is dependent upon our future financial and operating performance.

     Our ability to make interest and principal payments on the notes when due and to satisfy our other debt obligations depends in part upon our future financial performance and upon our ability to renew or refinance our debt obligations or to raise additional equity capital. Prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments. While we believe that cash flow from our operations will provide an adequate source of liquidity, a significant drop in our operating cash

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flow resulting from adverse economic conditions, competition and other uncertainties beyond our control would increase our need for alternative sources of liquidity.

     If we are unable to generate sufficient cash flow to meet our debt services obligations, we will have to pursue one or more alternatives, such as:

• reducing our operating expenses;

• reducing or delaying capital expenditures:

• selling assets; or

• raising additional equity capital.

     We cannot assure you that any of these alternatives could be accomplished on satisfactory terms, if at all, or that those actions would provide sufficient funds to retire the notes and our other debt obligations.

The notes and guarantees are effectively subordinated to our secured debt and to any liabilities of our non-guarantor subsidiaries.

     The notes rank equal in right of payment to all of our other unsecured senior indebtedness and are effectively subordinated to all of our existing and future secured debt as to the assets securing such debt. As of December 31, 2006, on a consolidated basis, we have an aggregate of approximately $291 million of debt outstanding, with no amount of secured debt, and approximately $109 million of additional borrowing capacity under the revolving credit facility, subject to certain conditions. Any debt incurred under our revolving credit facility will be secured by substantially all of our assets. The indenture under which the notes are issued does not limit how much of our debt can be senior debt and contains a significant carve-out to allow us to incur secured debt.

     The notes are also structurally subordinated to all indebtedness and other liabilities, including trade payables and lease obligations, of our non-guarantor subsidiaries. Our restricted subsidiaries that will not guarantee the notes are foreign subsidiaries and “Immaterial Subsidiaries”. At December 31, 2006, all of our significant domestic subsidiaries guaranteed our revolving credit facility. At December 31, 2006, the only significant assets our foreign subsidiaries had were our ownership interest in Titan Europe Plc and intercompany notes from us and our U.S. subsidiaries for approximately $22.5 million. Our foreign subsidiaries did not have any significant liabilities at that date and, since they are not operating companies, are not expected to have any significant liabilities in the future.

     Restrictive covenants in our credit facility and the indenture may restrict our ability to pursue our business strategies or repay the notes.

     The indenture and our revolving credit facility will limit our ability, among other things, to:

• incur additional indebtedness or issue preferred stock;

• create liens;

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• pay dividends and make distributions in respect of capital stock;

• repurchase or redeem capital stock or prepay certain indebtedness;

• make investments or certain other restricted payments;

• sell assets;

• issue or sell stock of restricted subsidiaries;

• guarantee indebtedness;

• designate unrestricted subsidiaries;

• enter into transactions with our affiliates; and

• merge, consolidate or transfer all or substantially all of our assets.

     These restrictions on our management’s ability to operate our businesses could have a material adverse effect on our business. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt. In addition, our senior secured credit facility requires us to meet certain financial ratios in order to draw funds.

     If we default under any financing agreements, our lenders could:

• elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or

• terminate their commitments, if any, to make further extensions of credit.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

     The issuance of the guarantees of the notes by the guarantors may be subject to review under state and federal laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf of, the unpaid creditors of a guarantor. Under the U.S. bankruptcy law and comparable provisions of state fraudulent transfer and conveyance laws, any guarantees of the notes could be voided, or claims in respect of a guarantee could be subordinated to all other existing and future debts of that guarantor if, among other things, and depending upon the jurisdiction whose laws are applied, the guarantor, at the time it incurs the indebtedness evidenced by its guarantee or, in some jurisdictions, when payments came due under such guarantee:

• issued the guarantee with the intent of hindering, delaying or defrauding any present or future creditor; or

• received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee and (1) was insolvent or rendered insolvent by reason of such incurrence, (2) was engaged in a business or transaction for which the guarantor’s remaining assets constitute unreasonably small capital, or (3) intended to incur, or believed or reasonably should have believed that it would incur, debts beyond its ability to pay such debts as they mature.

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     A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee.

     The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability or its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

     Each guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may reduce the guarantor’s obligation to an amount that effectively makes the guarantee worthless. If a guarantee were legally challenged, such guarantee could also be subject to the claim that, since the guarantee was incurred for the benefit of Titan International, Inc., and only indirectly for the benefit of the guarantor, the obligations of the guarantor were incurred for less than fair consideration. A court could thus void the obligations under a guarantee, subordinate it to a guarantor’s other debt or take other action detrimental to the holders of the notes.

     We cannot be certain as to the standard that a court would use to determine whether or not a guarantor was solvent upon issuance of the guarantee or, regardless of the actual standard applied by the court, that the issuance of the guarantee of the notes would not be voided or subordinated to any guarantor’s other debt.

     If a court voided a guarantee, you would no longer have a claim against such guarantor for amounts owed in respect of such guarantee. In addition, a court might direct you to repay any amounts already received from such guarantor. If a court were to void any guarantee, funds may not be available from any other source to pay our obligations under the notes.

If you fail to exchange your old notes, you may be unable to sell them.

     Because we did not register the old notes under the Securities Act or any state securities laws, and we do not intend to register any remaining old notes after the exchange offer, the old notes may only be transferred in limited circumstances under the securities laws. If the holders of the old notes do not exchange their notes in the exchange offer, they lose their right to have their old notes registered under the Securities Act, subject to certain limitations. A holder of old notes after the exchange offer may be unable to sell its old notes.

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There is no public market for the new notes, so you may be unable to sell them.

     The new notes are new securities for which there is currently no existing trading market. Consequently, the new notes will be relatively illiquid, and you may be unable to sell them. We do not intend to apply for listing of the new notes on any securities exchange or for the inclusion of the new notes in any automated quotation system. Accordingly, a liquid market for the new notes may not develop.

You must tender the old notes in accordance with proper procedures in order to ensure the exchange will occur.

     The exchange of the old notes for the new notes can only occur if the proper procedures, as detailed in this prospectus, are followed. The new notes will be issued in exchange for the old notes only after timely receipt by the exchange agent of the old notes or a book-entry confirmation, a properly completed and executed letter of transmittal (or an agent’s message in lieu thereof) and all other required documentation. If you want to tender your old notes in exchange for new notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent is under any duty to give you notification of defects or irregularities with respect to tenders of old notes for exchange. Old notes that are not tendered will continue to be subject to the existing transfer restrictions. In addition, if you are an affiliate of ours or you tender the old notes in the exchange offer in order to participate in a distribution of the new notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to the sections entitled “The Exchange Offer” and “Plan of Distribution.”

If a market develops for the new notes, the notes might trade at volatile prices.

     If a market develops for the new notes, the notes might trade at prices higher or lower than their initial public offering price. The trading price would depend on many factors, such as prevailing interest rates, the market for similar securities, general economic conditions and our financial condition, performance and prospects. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of these securities. The market for the notes may not be free from similar disruptions. Any disruptions could have an adverse effect on noteholders.

THE EXCHANGE OFFER

Terms of the Exchange Offer; Period for Tendering Your Notes

     On December 28, 2006, we sold the notes you currently hold to Goldman, Sachs & Co. under a purchase agreement dated December 19, 2006. The sale was structured to comply with exemptions from registration under the Securities Act and in compliance with Rule 144A and Regulation S promulgated thereunder. Upon the terms and subject to the conditions stated in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any and all of your notes that are properly tendered on or before the expiration date of the exchange offer and not withdrawn as permitted below. The expiration date will be at 5:00 p.m., New York City

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time, on                     , 2007. If we extend the period of time for which the exchange offer is open, the expiration date will be the latest time and date to which the exchange offer is extended. The longest we could extend the offer without incurring liquidated damages under the exchange and registration rights agreement in the form of increased interest payable on the notes would be until September 24, 2007, which is 270 days after the original issuance of the notes you currently own.

     As of the date of this prospectus, $200.0 million principal amount of the notes was outstanding. We are sending this prospectus, together with the letter of transmittal, on or about the date stated on the cover page to you at the addresses listed in the security register in connection with notes maintained by the trustee. Our obligation to accept notes for exchange in the exchange offer is subject to various conditions.

     We reserve the right, at any time or from time to time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance for exchange of any notes pursuant to the extension, by providing notice of any extension as described below. During any extension, all notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any delay in acceptance for exchange of any notes will be consistent with Rule 14e-1(c) under the Exchange Act. Any notes not accepted for exchange for any reason will be returned without expense to the tendering holder of the notes promptly after the expiration or termination of the exchange offer.

     Notes tendered in the exchange offer must be $2,000 in principal amount or any integral multiple of $1,000 in excess thereof.

     We will provide notice by means of a press release or other public announcement of any extension, amendment, non-acceptance or termination to the holders of the notes as promptly as practicable. Any notice will include the amount of notes offered for exchange up to the date of the notice and will be issued no later than 9:00 a.m. New York City time, on the next business day after the previously scheduled expiration date or other event giving rise to the notice requirement. In the event of a material change in the terms of the offer, including any waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in the offering following notice of a material change.

Registration Rights; Additional Interest

     In connection with the private offering of the old notes, we entered into an exchange and registration rights agreement dated December 28, 2006 (the “Registration Rights Agreement”), with the initial purchaser, in which we agreed, among other things, to:

     (1) file with the SEC an exchange offer registration statement under the Securities Act relating to an exchange offer for the old notes;

     (2) use our best efforts to cause such exchange offer registration statement to be declared effective under the Securities Act;

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     (3) upon the effectiveness of the registration statement, commence the exchange offer and offer the holders of the old notes the opportunity to exchange their old notes for a like principal amount of new notes and to keep the exchange offer open for not less than 20 days (or longer if required by applicable federal and state securities laws) after the date on which notice of the exchange offer is mailed to the holders of the old notes; and

     (4) use our best efforts to complete the exchange offer and issue the new notes on or prior to the date that is 60 business days after the date on which the exchange offer registration statement was declared effective by the SEC.

     We are making the exchange offer to satisfy our obligations and your registration rights under the Registration Rights Agreement. A copy of the Registration Rights Agreement has been filed as an exhibit to the registration statement filed with the SEC in connection with the exchange offer. You may request a copy of the Registration Rights Agreement at our address set forth under “Where You Can Find More Information.”

     In general, if you wish to exchange your notes for new notes in the exchange offer, you will be required to represent that any new notes you receive will be acquired in the ordinary course of your business, that you are not our affiliate, as defined in Rule 405 of the Securities Act, and that at the time of the commencement of the offer, you have no arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the new notes, or if you are participating in a distribution of the new notes, that you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

Procedure for Tendering Outstanding Notes

     Your tender of notes to us is subject to the objective criteria set forth below and our acceptance of the notes will constitute a binding agreement between you and us upon the terms and subject to the conditions stated in this prospectus and in the accompanying letter of transmittal. Except as explained below, a holder who wishes to tender notes for exchange in the exchange offer must transmit a properly completed and executed letter of transmittal, together with all other documents required by the letter of transmittal, to U.S. Bank National Association at the address listed below under “—Exchange Agent” on or before the expiration date. In addition,

     (1) certificates for the notes must be received by DTC, along with the letter of transmittal, or

     (2) a timely confirmation of a book-entry transfer of the notes, if this procedure is available, into U.S. Bank National Association’s account at DTC according to the procedure for book-entry transfer described below, must be received by U.S. Bank National Association before the expiration date, or

     (3) you must comply with the guaranteed delivery procedures described below.

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The method of delivery of the notes, letters of transmittal and all other required documents is at your election and risk. If the delivery is by mail, we recommend registered mail, properly insured, with return receipt requested, be used in all cases. You should allow sufficient time to assure timely delivery. No letters of transmittal or notes should be sent to us.

     Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed, unless the notes surrendered for exchange are tendered:

     (1) by a registered holder of the notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

     (2) for the account of an eligible institution.

     An “eligible institution” is an eligible guarantor institution like a bank, stockbroker, national securities exchange, registered securities association, savings and loan association or credit union with membership in a signature medallion program under Rule 17Ad-15 of the Exchange Act. If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an eligible institution. If notes are registered in the name of a person other than the person signing the letter of transmittal, the notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, properly executed by the registered holder, with the signature guaranteed by an eligible institution.

     We reserve the absolute right to:

     (1) reject any and all tenders of any particular outstanding note not properly tendered pursuant to the objective procedures set forth above;

     (2) refuse to accept any outstanding note if, in our judgment or the judgment of our counsel, the acceptance would be unlawful; and

     (3) waive any defects or irregularities as to any particular outstanding note before the expiration of the exchange offer.

     You must cure any defects or irregularities in connection with tenders of outstanding notes. Neither we, the exchange agent nor any other person will incur any liability for failure to notify you of any defect or irregularity with respect to your tender of outstanding notes. If we waive any defects or irregularities pursuant to (3) above with respect to a noteholder, we will extend the same waiver to all noteholders with respect to the defect or irregularity being waived.

     If the letter of transmittal is signed by a person or persons other than the registered holder or holders of notes, the notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the notes.

     If the letter of transmittal or any notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in

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a fiduciary or representative capacity, these persons should so indicate when signing and, unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

Resale of New Notes

     We have not requested, and do not intend to request, an interpretation by the staff of the SEC as to whether the new notes issued pursuant to the exchange offer in exchange for the outstanding notes may be offered for sale, resold or otherwise transferred by any holder without compliance with the registration and prospectus delivery provisions of the Securities Act. Instead, based on an interpretation by the staff in a series of no-action letters issued to third parties, we believe that the new notes issued pursuant to the exchange offer in exchange for original notes may be offered for sale, resold and otherwise transferred by any holder of the new notes if:

     (1) the holder is not our affiliate within the meaning of Rule 405 under the Securities Act;

     (2) the new notes are acquired in the ordinary course of the holder’s business; and

     (3) the holder does not intend to participate in a distribution of the new notes.

     Any holder who exchanges original notes in the exchange offer with the intention of participating in any manner in a distribution of the new notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and the secondary resale transaction must be covered by an effective registration statement under the Securities Act containing the selling holder’s information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act.

     Because the SEC has not considered our exchange offer in the context of a no-action letter, we cannot assure you that the staff would make a similar determination with respect to the exchange offer. Any holder that is an affiliate of ours or that tenders in the exchange offer for the purpose of participating in a distribution of the new notes or that does not acquire new notes in the ordinary course of its business may be deemed to have received restricted securities and will not be allowed to rely on this interpretation by the staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

     If you participate in the exchange offer, you must advise us, among other things, that you are not participating in, and do not intend to participate in, a distribution of new notes and whether you are a broker-dealer. If you are a broker-dealer that receives new notes for your own account in exchange for original notes, and you acquired your original notes as a result of your market-making activities or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of the new notes. Please see below under “Plan of Distribution.”

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Acceptance of Outstanding Notes for Exchange; Delivery of New Notes

     We will accept, promptly after the expiration date, all outstanding notes properly tendered. To the extent the outstanding notes are properly tendered, we will issue the new notes promptly after the expiration date. For each outstanding note accepted for exchange, the holder of the note will receive a new note having a principal amount equal to that of the surrendered note. The new notes will bear interest from the most recent date to which interest has been paid on the notes or, if no interest has been paid on the notes, from December 28, 2006. Accordingly, if the relevant record date for interest payment occurs after the completion of the exchange offer, registered holders of new notes on the record date will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from December 28, 2006. If, however, the relevant record date for interest payment occurs before the completion of the exchange offer, registered holders of notes on the record date will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from December 28, 2006. Outstanding notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer, except as explained in the immediately preceding sentence. If your outstanding notes are accepted for exchange, you will not receive any payment of interest on the notes otherwise payable on any interest payment date the record date for which occurs on or after completion of the exchange offer.

     If any tendered outstanding notes are not accepted for any reason described in the terms and conditions of the exchange offer or if certificates representing outstanding notes are submitted for a greater principal amount than the holder desires to exchange, certificates representing the unaccepted or non-exchanged outstanding notes will be returned without expense to the tendering holder of the notes promptly after the expiration or termination of the exchange offer. If outstanding notes are tendered by book-entry transfer into U.S. Bank National Association’s account at DTC according to the book-entry transfer procedures described below, the non-exchanged notes will be credited to an account maintained with DTC.

Book-Entry Transfer

     U.S. Bank National Association will make a request to establish an account for the outstanding notes at DTC for purposes of the exchange offer within two business days after the date of this document, and any financial institution that is a participant in DTC’s systems may make book-entry delivery of notes by causing DTC to transfer the notes into U.S. Bank National Association’s account at DTC. Although delivery of outstanding notes may be effected through book-entry transfer at DTC, the letter of transmittal or a facsimile of it, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by U.S. Bank National Association at the address listed below under “—Exchange Agent” on or before the expiration date or you must comply with the guaranteed delivery procedures described below.

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Guaranteed Delivery Procedures

     If you desire to tender your outstanding notes and your notes are not immediately available, or time will not permit your notes or other required documents to reach U.S. Bank National Association before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

     (1) the tender is made through an eligible institution,

     (2) before the expiration date, U.S. Bank National Association receives from the eligible institution a properly completed and executed letter of transmittal or a facsimile of it and notice of guaranteed delivery, substantially in the form provided by us, stating your name and address and the amount of notes tendered, stating that the tender is being made and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered notes, in proper form for transfer, or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with U.S. Bank National Association, and

     (3) the certificates for all physically tendered notes, in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal, are received by U.S. Bank National Association within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

     Tenders of notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

     For a withdrawal to be effective, a written or facsimile notice of withdrawal must be received by U.S. Bank National Association at the address listed below under “—Exchange Agent.” Any notice of withdrawal must:

     (1) specify the name of the person having tendered the notes to be withdrawn,

     (2) identify the notes to be withdrawn, including the principal amounts of the notes, and

     (3) where certificates for notes have been transmitted, specify the name in which the notes are registered, if different from that of the withdrawing holder.

     If certificates for outstanding notes have been delivered or otherwise identified to U.S. Bank National Association, then, before the release of the certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution, unless the holder is an eligible institution. If notes have been tendered according to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn notes and otherwise comply with the procedures of the facility. All questions about the validity, form and eligibility of the notices will

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be determined by us and our determination will be final and binding on all parties. Certificates for any outstanding notes so withdrawn will not be considered to have been validly tendered for purposes of the exchange offer. Any outstanding notes that have been tendered but which are not exchanged for any reason will be returned to the holder of the notes without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer. In the case of outstanding notes tendered by book-entry transfer into U.S. Bank National Association’s account at DTC according to the book-entry transfer procedures described above, the notes will be credited to an account maintained with DTC for the notes. Properly withdrawn outstanding notes may be retendered by following one of the procedures described under “—Procedure for Tendering Outstanding Notes” above at any time on or before the expiration date.

Exchange Agent

     U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at the address below. Questions and requests for assistance, requests for additional copies of this document or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent, addressed as follows:

     By Registered or Certified Mail or Overnight Carrier

U.S. Bank Corporate Trust Services
60 Livingston Avenue
St. Paul, MN 55107
Attn:	Transfers
By Facsimile (Eligible Institutions Only):
(651)   495-8145
Confirm Facsimile by Telephone:
(651)   495-3458

Delivery of the letter of transmittal to a different address or transmission of instructions via a different facsimile number does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

     We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

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Transfer Taxes

     You will not be obligated to pay any transfer tax in connection with the exchange, except if you instruct us to register the new notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than you, in which case you will be responsible for the payment of any applicable transfer tax.

Appraisal Rights

     You will not have dissenters’ rights or appraisal rights in connection with the exchange offer.

Consequences of Failure to Exchange Outstanding Notes

     If you do not exchange your outstanding notes for the new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of the outstanding notes. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. We do not anticipate that we will register the outstanding notes under the Securities Act. Based on interpretations by the staff of the SEC issued to third parties, new notes may be offered for resale, resold or otherwise transferred by holders of the new notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the new notes are acquired in the ordinary course of the holders’ business and the holders have no arrangement with any person to participate in the distribution of the new notes. If you are not a broker-dealer, you must acknowledge you are not engaged in, and do not intend to engage in, a distribution of notes notes. If you are our affiliate, are engaged in or intend to engage in or have any arrangement or understanding related to the distribution of the new notes to be acquired in the exchange offer, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

     Each broker-dealer that receives new notes for its own account in exchange for outstanding notes must acknowledge that the notes were acquired by the broker-dealer as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.” In addition, to comply with the securities laws of various jurisdictions, if applicable, it may be necessary to qualify for sale or to register the new notes before offering or selling the new notes. We do not intend to take any action to register or qualify the new notes for resale in any of these jurisdictions.

USE OF PROCEEDS

     The exchange offer is intended to satisfy our obligations under the exchange and registration rights agreement that we entered into in connection with the private offering of the old notes. We will not receive any cash proceeds from the issuance of the new notes. The old notes that are surrendered in exchange for the new notes will be retired and canceled and cannot

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be reissued. As a result, the issuance of the new notes will not result in any increase or decrease in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

     The net proceeds from the issuance and sale of the old notes was approximately $195.0 million after deducting the discount to the initial purchaser and estimated expenses related to the offering of the old notes.

     We used the net proceeds from that offering to repay the balance of our revolving credit facility and we will use the remaining cash for general corporate purposes.

RATIO OF EARNINGS TO FIXED CHARGES

     The following table shows our historical ratio of earnings to fixed charges for each of the five most recent fiscal years.

	Year Ended December 31,
	2002		2003		2004		2005		2006
Ratio of earnings to fixed charges		n/a		n/a		2.06		1.25		1.48
Earnings deficiency	$	31,213	$	33,147	$	—	$	—	$	—

     For the purposes of calculating the ratio of earnings to fixed charges, “earnings” represents income from continuing operations before income taxes, plus fixed charges. “Fixed charges” consist of interest expense including amortization of debt issuance costs and that portion of rental expense considered to be a reasonable approximation of interest.

     For the years ended December 31, 2002 and 2003, earnings were inadequate to cover fixed charges and the dollar amount of coverage deficiency is disclosed in the above table, in thousands.

DESCRIPTION OF NEW NOTES

     The new notes will be issued under an existing indenture dated as of December 28, 2006 (as amended or supplemented from time to time, the “Indenture”), among us, the Guarantors and U.S. Bank National Association as Trustee (the “Trustee”), a copy of which may be obtained from us as set forth below under “—Additional Information.” The statements herein relating to the new notes and the following summaries of provisions of the indenture do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the indenture, including the definitions therein of certain terms, and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Wherever particular sections or defined terms of the indenture are referred to in this prospectus, such sections or defined terms are incorporated herein by reference. Certain defined terms used in this description but not defined below under “—Certain Definitions” or otherwise herein have the meanings assigned to them in the indenture.

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In this description, the word “Titan” refers only to Titan International, Inc. and not to any of its subsidiaries.

     The following sets forth certain general terms and provisions of the new notes, which are identical in all material respects to the terms of the old notes, except that the registration rights and related liquidated damages provisions, and the transfer restrictions applicable to the old notes, are not applicable to the new notes.

     The registered holder of a New Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture. All references herein to “holder” or “holders” are intended to refer to the registered holder of new notes, which, as long as the new notes are held as Global Notes, will be Cede & Co. or another nominee of The Depository Trust Company (“DTC”) (or a successor of DTC or its nominee).

Brief Description of the New Notes and the Note Guarantees

The New Notes

     The new notes will be:

• general unsecured obligations of Titan;

• pari passu in right of payment with all existing and future unsecured senior Indebtedness of Titan;

• senior in right of payment to any future subordinated Indebtedness of Titan; effectively subordinated to secured Indebtedness of Titan up to the value of the collateral securing such Indebtedness;

• guaranteed by the Guarantors; and

• effectively subordinated to all existing and future liabilities, including trade payables, of our non-guarantor Subsidiaries.

     The new notes will be effectively subordinated to all borrowings under our credit facility, which is secured by substantially all the assets of Titan and the Guarantors, including receivables and inventory. See “Risk Factors — The new notes and guarantees are effectively subordinated to our secured debt and to any liabilities of our non-guarantor subsidiaries.”

The Note Guarantees

     The new notes will be guaranteed by all of Titan’s Domestic Subsidiaries other than its Immaterial Subsidiaries. None of Titan’s Foreign Subsidiaries will guarantee the new notes unless such Foreign Subsidiary guarantees other domestic Debt of Titan.

     Each guarantee of the new notes will be:

• a general unsecured obligation of the Guarantor;

• pari passu in right of payment with all existing and future unsecured senior Indebtedness of that Guarantor;

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• effectively subordinated to secured Indebtedness of that Guarantor up to the value of the collateral securing such Indebtedness; and

• senior in right of payment to future subordinated Indebtedness, if any, of that Guarantor.

     In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. As a result, the new notes will be effectively subordinated in right of payment to all Indebtedness and other liabilities and commitments (including trade payables and lease obligations) of our Foreign Subsidiaries and our other non-guarantor Subsidiaries.

     As of the date of this prospectus, all of our wholly owned Subsidiaries are “Restricted Subsidiaries.” However, under the circumstances described below under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the new notes.

Principal, Maturity and Interest

     Titan will issue $200.0 million in aggregate principal amount of new notes in this offering in exchange for old notes. Titan may issue additional notes under the indenture from time to time after this exchange offer. Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenant described below under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.” The new notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Titan will issue new notes in denominations of $2,000 and integral multiples of $1,000. The new notes will mature on January 15, 2012.

     Interest on the new notes will accrue at the rate of 8% per annum and will be payable semiannually in arrears on July 15 and January 15, commencing on July 15, 2007. Interest on overdue principal and interest will accrue at a rate that is 1% higher than the then applicable interest rate on the new notes. Titan will make each interest payment to the holders of record on the immediately preceding July 1 and January 1.

     Interest on the new notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the New Notes

     If a holder of new notes holding in excess of $5.0 million of new notes has given wire transfer instructions to Titan, Titan will pay all principal, interest and premium, if any, on that holder’s new notes in accordance with those instructions. All other payments on the new notes

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will be made at the office or agency of the paying agent and registrar within the City and State of New York unless Titan elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the New Notes

     The trustee will initially act as paying agent and registrar. Titan may change the paying agent or registrar without prior notice to the holders of the new notes, and Titan or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

     A holder may transfer or exchange new notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of new notes. Holders will be required to pay all taxes due on transfer. Titan will not be required to transfer or exchange any New Note selected for redemption. Also, Titan will not be required to transfer or exchange any New Note for a period of 15 days before a selection of new notes to be redeemed.

Note Guarantees

     The new notes will be guaranteed by each of Titan’s current and future wholly owned Domestic Subsidiaries other than its Immaterial Subsidiaries. These Note Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.”

     A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Titan or another Guarantor, unless:

     (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

     (2) either:

     (a) the Person surviving any such consolidation or merger is the Guarantor;

     (b) the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) assumes all the obligations of that Guarantor under the indenture and its Note Guarantee pursuant to a supplemental indenture reasonably satisfactory to the trustee; or

     (c) the Net Proceeds of such sale or other disposition of assets are applied in accordance with the applicable provisions of the indenture.

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     The Note Guarantee of a Guarantor will be released with respect to the new notes:

     (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Titan or a Restricted Subsidiary of Titan, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

     (2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Titan or a Restricted Subsidiary of Titan, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

     (3) if Titan designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture; or

     (4) upon legal defeasance or satisfaction and discharge of the indenture as provided below under the captions “— Legal Defeasance and Covenant Defeasance” and “— Satisfaction and Discharge.”

See “— Repurchase at the Option of Holders — Asset Sales.”

Redemption with Certain Equity Proceeds

     At any time prior to January 15, 2010, upon not less than 30 nor more than 60 days’ prior notice, Titan may on any one or more occasions redeem up to 35% of the aggregate principal amount of new notes issued under the indenture at a redemption price of 108% of the principal amount, plus accrued and unpaid interest on the new notes redeemed to the redemption date, subject to the rights of holders of new notes on the relevant record date to receive interest on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings; provided that:

     (1) at least 65% of the aggregate principal amount of new notes originally issued under the indenture (excluding new notes held by Titan and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

     (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

     Except pursuant to the preceding paragraph and pursuant to “— Make-Whole Redemption” below, the new notes will not be redeemable at Titan’s option.

Make-Whole Redemption

     Titan may also redeem all or a part of the new notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of new notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest if any, on the new notes to be

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redeemed to the date of redemption (the “Redemption Date”), subject to the rights of holders of the new notes on the relevant record date to receive interest due on the relevant interest payment date.

Mandatory Redemption

     Titan is not required to make mandatory redemption or sinking fund payments with respect to the new notes.

Repurchase at the Option of Holders

Change of Control

     If a Change of Control occurs, each holder of new notes will have the right to require Titan to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s new notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Titan will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of new notes repurchased plus accrued and unpaid interest, if any, on the new notes repurchased to the date of purchase, subject to the rights of holders of new notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, Titan will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase new notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Titan will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the new notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, Titan will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

     On the Change of Control Payment Date, Titan will, to the extent lawful:

     (1) accept for payment all new notes or portions of new notes properly tendered pursuant to the Change of Control Offer;

     (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all new notes or portions of new notes properly tendered; and

     (3) deliver or cause to be delivered to the trustee the new notes properly accepted together with an officers’ certificate stating the aggregate principal amount of new notes or portions of new notes being purchased by Titan.

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     The paying agent will promptly mail to each holder of new notes properly tendered the Change of Control Payment for such new notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the new notes surrendered, if any. Titan will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

     The provisions described above that require Titan to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the new notes to require that Titan repurchase or redeem the new notes in the event of a takeover, recapitalization or similar transaction.

     Titan will not be required to make a Change of Control Offer, with respect to the new notes, upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Titan and purchases all new notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the captions “— Redemption with Certain Equity Proceeds” and “— Make-Whole Redemption,” unless and until there is a default in payment of the applicable redemption price.

     If a Change of Control offer is made, there can be no assurance that Titan will have available funds sufficient to pay the Change of Control purchase price for all the new notes that might be delivered by holders seeking to accept the Change of Control offer. In the event Titan is required to purchase outstanding new notes pursuant to a Change of Control offer, Titan expects that it would seek third party financing to the extent it does not have available funds to meet its purchase obligations. However, there can be no assurance that Titan would be able to obtain such financing.

     Neither Titan’s Board of Directors nor the trustee may waive the covenant relating to a holder’s right to repurchase upon the occurrence of a Change of Control Event. Restrictions in the indenture described in this prospectus on the ability of Titan and its subsidiaries to incur additional Indebtedness, to grant Liens on their property, to make Restricted Payments and to make Asset Sales may also make more difficult or discourage a takeover of Titan, whether favored or opposed by management. Consummation of any such transaction in certain circumstances may require the redemption or repurchase of new notes, and Titan cannot assure you that Titan or the acquiror will have sufficient financial resources to effect such a redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage a leveraged buyout of Titan or any of its subsidiaries by management. While such restrictions cover a wide variety of arrangements which have traditionally been used to effect highly leveraged transactions, the indenture may not afford the holders protection in all circumstances from the adverse aspects of a highly leveraged reorganization, restructuring, merger or similar transaction.

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     The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Titan and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of new notes to require Titan to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Titan and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

     Titan will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

     (1) Titan (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

     (2) at least 75% of the consideration received in the Asset Sale by Titan or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this clause (2) (and not for purposes of determining the Net Proceeds received from the Asset Sale), each of the following will be deemed to be cash:

     (a) any liabilities, as shown on Titan’s most recent consolidated balance sheet, of Titan or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the new notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a written novation agreement that releases Titan or such Restricted Subsidiary from further liability;

     (b) any securities, notes or other obligations received by Titan or any such Restricted Subsidiary from such transferee that are within 180 days of the receipt thereof converted by Titan or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion;

     (c) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant; and

     (d) any Designated Noncash Consideration received by Titan or any of its Restricted Subsidiaries in such Asset Sale having a Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (d) that is at that time outstanding, not to exceed 7.5% of Consolidated Net Tangible Assets at the time of receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

     Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Titan (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:

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     (1) to repay Indebtedness and other Obligations under a Credit Facility and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

     (2) to acquire Business Assets or all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Business Assets or Capital Stock, the Business Assets will be held by, or the Permitted Business is or becomes, a Restricted Subsidiary of Titan;

     (3) to make a capital expenditure; or

     (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business;

provided, however that if, during such 365-day period, Titan and/or any of its Restricted Subsidiaries enters into a binding written contract with a Person other than an Affiliate of Titan to apply such amount pursuant to clauses (2) or (3) above, then such 365-day period shall be extended until the earlier of (a) the date on which such acquisition or expenditure is consummated, and (b) the 180th day following the expiration of the aforementioned 365-day period.

     Pending the final application of any Net Proceeds, Titan may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

     Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, within twenty days thereof, Titan will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of new notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Titan may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of new notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the new notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

     Titan will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of new notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, Titan will comply with the applicable securities laws and regulations

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and will be deemed not to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

     The agreements governing Titan’s other Indebtedness contain, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the new notes. The exercise by the holders of new notes of their right to require Titan to repurchase the new notes upon a Change of Control or an Asset Sale could cause a default under these other agreements, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on Titan. In the event a Change of Control or Asset Sale occurs at a time when Titan is prohibited from purchasing new notes, Titan could seek the consent of its senior lenders to the purchase of new notes or could attempt to refinance the borrowings that contain such prohibition. If Titan does not obtain a consent or repay those borrowings, Titan will remain prohibited from purchasing new notes. In that case, Titan’s failure to purchase tendered new notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under the other indebtedness. Finally, Titan’s ability to pay cash to the holders of new notes upon a repurchase may be limited by Titan’s then existing financial resources.

Selection and Notice

     If less than all of the new notes are to be redeemed at any time, the trustee will select new notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.

     No new notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of new notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the new notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

     If any New Note is to be redeemed in part only, the notice of redemption that relates to that New Note will state the portion of the principal amount of that New Note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original New Note will be issued in the name of the holder of new notes upon cancellation of the original New Note. new notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on new notes or portions of new notes called for redemption.

Certain Covenants

Restricted Payments

     Titan will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

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     (1) declare or pay any dividend or make any other payment or distribution on account of Titan’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Titan or any of its Restricted Subsidiaries) or to the direct or indirect holders of Titan’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Titan and other than dividends or distributions payable to Titan or a Restricted Subsidiary of Titan);

     (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Titan) any Equity Interests of Titan or any direct or indirect parent of Titan;

     (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Titan or any Guarantor that is contractually subordinated to the new notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among Titan and any of its Restricted Subsidiaries and excluding the payment, repurchase, redemption, defeasance or other acquisition or retirement of such subordinated Indebtedness in anticipation of or in connection with a payment of principal or interest at the Stated Maturity thereof, in each case due within three months of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement); or

     (4) make any Restricted Investment

     (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

     unless, at the time of and after giving effect to such Restricted Payment:

     (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

     (2) Titan would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;” and

     (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Titan and its Restricted Subsidiaries since the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6) and (7) of the next succeeding paragraph), is less than the sum, without duplication, of:

     (a) 50% of the Consolidated Net Income of Titan for the period (taken as one accounting period) from the beginning of the most recent fiscal quarter commencing prior to the date of the indenture to the end of Titan’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment

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(or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

     (b) 100% of the aggregate net cash proceeds received by Titan since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of Titan (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Titan that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Titan); plus

     (c) to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

     (d) 100% of the aggregate net cash proceeds received by Titan or a Restricted Subsidiary since the date of the indenture from the sale (other than to Titan or a Restricted Subsidiary) of Equity Interests of an Unrestricted Subsidiary; plus

     (e) to the extent that any Unrestricted Subsidiary of Titan designated as such after the date of the indenture is redesignated as a Restricted Subsidiary after the date of the indenture, the lesser of (i) the Fair Market Value of Titan’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the indenture; plus

     (f) 50% of any dividends received by Titan or a Restricted Subsidiary of Titan that is a Guarantor after the date of the indenture from an Unrestricted Subsidiary of Titan, to the extent that such dividends were not otherwise included in the Consolidated Net Income of Titan for such period; plus

     (g) $20.0 million.

     So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

     (1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;

     (2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Titan) of, Equity Interests of Titan (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Titan; provided that the amount of any such net cash proceeds that are

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utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

     (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Titan or any Guarantor that is contractually subordinated to the new notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

     (4) the payment of any dividend (or, in the case of any Person other than a corporation, any similar distribution) by a Restricted Subsidiary of Titan to the holders of its Equity Interests on a pro rata basis;

     (5) the payment of any dividend by Titan to the holders of its Equity Interests in an amount not to exceed $1.0 million in any twelve-month period;

     (6) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Titan or any Restricted Subsidiary of Titan held by any current or former officer, director or employee of Titan or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1.0 million in any twelve-month period (with the first of such twelve-month periods beginning on the date of the indenture) with unused amounts in any preceding twelve-month period being carried over to the succeeding twelve-month periods; provided further, that such amount in any twelve-month period may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by Titan or its Restricted Subsidiaries after the date of the indenture;

     (7) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

     (8) payments or distributions to dissenting shareholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of the indenture applicable to mergers, consolidations and transfers of all or substantially all of the property and assets of Titan;

     (9) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Titan or any Restricted Subsidiary of Titan issued on or after the date of the indenture in accordance with the Fixed Charge Coverage Ratio test described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;” and

     (10) other Restricted Payments, when taken together with all other Restricted Payments made pursuant to this clause (10), in an aggregate amount not to exceed $5.0 million since the date of the indenture.

     The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or

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issued by Titan or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant exceeding $5.0 million will be determined by the Board of Directors of Titan whose good faith determination shall be conclusive and whose resolution with respect thereto will be delivered to the trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $10.0 million.

Incurrence of Indebtedness and Issuance of Preferred Stock

     Titan will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Titan will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Titan may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for Titan’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

     The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

     (1) in addition to Debt incurred pursuant to clauses (2) through (14), the incurrence by Titan and its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Titan and its Restricted Subsidiaries thereunder) not to exceed the sum of (a) $375.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied by Titan or any of its Restricted Subsidiaries since the date of the indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales” and (b) the amount of the Acquired Borrowing Base;

     (2) the incurrence by Titan and its Restricted Subsidiaries of the Existing Indebtedness;

     (3) the incurrence by Titan and the Guarantors of Indebtedness represented by the new notes and the related Note Guarantees to be issued on the date of the indenture;

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     (4) the incurrence by Titan or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of Titan or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $5.0 million outstanding at any time;

     (5) the incurrence by Titan or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5) or (13) of this paragraph;

     (6) the incurrence by Titan or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Titan and any of its Wholly-Owned Restricted Subsidiaries; provided, however, that:

     (a) if Titan or any Guarantor is the obligor on such Indebtedness and the payee is not Titan or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the new notes, in the case of Titan, or the applicable Note Guarantee, in the case of a Guarantor; and

     (b)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Titan or a Wholly-Owned Restricted Subsidiary of Titan and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Titan or a Wholly-Owned Restricted Subsidiary of Titan,

will be deemed, in each case, to constitute an incurrence of such Indebtedness by Titan or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

     (7) the issuance by any of Titan’s Restricted Subsidiaries to Titan or to any of its Wholly-Owned Restricted Subsidiaries of shares of preferred stock; provided, however, that:

     (a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Titan or a Wholly-Owned Restricted Subsidiary of Titan; and

     (b) any sale or other transfer of any such preferred stock to a Person that is not either Titan or a Wholly-Owned Restricted Subsidiary of Titan,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

     (8) the incurrence by Titan or any of its Restricted Subsidiaries of Hedging Obligations in the normal course of business;

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     (9) the guarantee by Titan or any of the Guarantors of Indebtedness of Titan or a Restricted Subsidiary of Titan that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the new notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the new notes, to the same extent as the Indebtedness guaranteed;

     (10) the incurrence by Titan or any of its Restricted Subsidiaries of Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts in the normal course of business;

     (11) the incurrence by Titan or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is repaid within five business days;

     (12) Indebtedness of (a) Titan or a Restricted Subsidiary of Titan to the extent such Indebtedness was Indebtedness of a Person that was merged, consolidated or amalgamated into Titan or such Restricted Subsidiary of Titan or (b) a Restricted Subsidiary that was incurred and outstanding prior to the date on which such Restricted Subsidiary was acquired by Titan or a Restricted Subsidiary of Titan, in each case other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Person was merged, consolidated or otherwise acquired by Titan or a Restricted Subsidiary of Titan; provided, however, that for any such Indebtedness outstanding at any time under this clause (12), after giving pro forma effect thereto on the date of such acquisition, merger, consolidation or amalgamation, Titan or such Restricted Subsidiary would have been able to incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant;

     (13) the incurrence by Titan or any Restricted Subsidiary of Indebtedness arising from agreements of Titan or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, “earn out” or similar obligations, in each case, incurred in connection with the acquisition or disposition of assets, including shares of Capital Stock, in accordance with the terms of the indenture, provided, that the amount of such Indebtedness does not exceed the gross proceeds actually received by Titan and its Restricted Subsidiaries in connection with any such disposition; and

     (14) the incurrence by Titan or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (14), not to exceed $50.0 million.

     Titan will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of Titan or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the new notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be

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contractually subordinated in right of payment to any other Indebtedness of Titan solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

     For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Titan will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which new notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of Titan as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Titan or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

     The amount of any Indebtedness outstanding as of any date will be:

     (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

     (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

     (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

     (a) the Fair Market Value of such assets at the date of determination; and

     (b) the amount of the Indebtedness of the other Person.

     Notwithstanding the foregoing, (i) all Indebtedness outstanding on the closing date of the offering will be permitted and (ii) Titan will be permitted to issue shares of its common stock.

Liens

     Titan will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

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Dividend and Other Payment Restrictions Affecting Subsidiaries

     Titan will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

     (1) pay dividends or make any other distributions on its Capital Stock to Titan or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Titan or any of its Restricted Subsidiaries;

     (2) make loans or advances to Titan or any of its Restricted Subsidiaries; or

     (3) sell, lease or transfer any of its properties or assets to Titan or any of its Restricted Subsidiaries.

     However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

     (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of the indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture, as determined in good faith by Titan’s Board of Directors;

     (2) the indenture, the new notes and the Note Guarantees;

     (3) applicable law, rule, regulation or order;

     (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Titan or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

     (5) non-assignment or change in control provisions in contracts and licenses entered into in the normal course of business;

     (6) purchase money obligations for property acquired in the normal course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

     (7) any restriction imposed under an agreement for the sale or other disposition of assets or Equity Interests pending the sale or other disposition;

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     (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined in good faith by Titan’s Board of Directors;

     (9) Liens permitted to be incurred under the provisions of the covenant described above under the caption “— Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

     (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the normal course of business or with the approval of Titan’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

     (11) the license of any intellectual property of Titan or any of its Restricted Subsidiaries entered into in the normal course of business;

     (12) the release, waiver or novation of contractual, indemnification, or any other legal rights entered into in the normal course of business; and

     (13) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the normal course of business.

Merger, Consolidation or Sale of Assets

     Titan will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Titan is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Titan and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

     (1) either: (a) Titan is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Titan) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

     (2) the Person formed by or surviving any such consolidation or merger (if other than Titan) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Titan under the new notes, the indenture and pursuant to agreements reasonably satisfactory to the trustee;

     (3) immediately after such transaction, no Default or Event of Default exists; and

     (4) Titan or the Person formed by or surviving any such consolidation or merger (if other than Titan), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter

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period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock.”

     This “Merger, Consolidation or Sale of Assets” covenant will not apply to:

     (1) a merger of Titan with an Affiliate solely for the purpose of reincorporating Titan in another jurisdiction; or

     (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Titan and its Restricted Subsidiaries.

Transactions with Affiliates

     Titan will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Titan (each, an “Affiliate Transaction”), unless:

     (1) the Affiliate Transaction is on terms that are no less favorable to Titan or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Titan or such Restricted Subsidiary with an unrelated Person; and

     (2) Titan delivers to the trustee:

     (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of Titan set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Titan; and

     (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to Titan or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

     The following items will be deemed not to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

     (1) any employment, compensation, benefit or indemnification agreement or arrangement (and any payments or other transactions pursuant thereto) entered into by Titan or any of its Restricted Subsidiaries in the normal course of business with an officer, employee, consultant or director and any transactions pursuant to stock option plans, stock ownership plans and employee benefit plans or arrangements;

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     (2) transactions between or among Titan and/or its Restricted Subsidiaries;

     (3) transactions with a Person (other than an Unrestricted Subsidiary of Titan) that is an Affiliate of Titan solely because Titan owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

     (4) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of Titan;

     (5) any issuance of common stock (other than Disqualified Stock) of Titan to Affiliates of Titan;

     (6) any agreement of Titan or any Affiliate as in effect as of the date of the indenture and described in this prospectus or any amendment thereto or any replacement agreement, or any transaction pursuant to or contemplated by any such agreement, amendment or replacement, so long as any such amendment or replacement agreement, taken as a whole, is not more disadvantageous to Titan or the holders of the new notes in any material respect than the original agreement as in effect on the date of the indenture;

     (7) Restricted Payments that do not violate the provisions of the indenture described above under the caption “— Restricted Payments;” and

     (8) loans or advances to officers, employees, consultants or directors not to exceed $2.0 million in the aggregate at any one time outstanding.

Business Activities

     Titan will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Titan and its Restricted Subsidiaries taken as a whole.

Additional Note Guarantees

     If Titan or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary that is not an Immaterial Subsidiary after the date of the indentures or a Foreign Subsidiary guarantees any domestic Debt of Titan, then that newly acquired or created Domestic Subsidiary or such Foreign Subsidiary, as applicable, will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 30 days of the date on which it was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

     The Board of Directors of Titan may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding

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Investments owned by Titan and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “— Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by Titan. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Titan may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

     Any designation of a Subsidiary of Titan as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “— Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Titan as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” Titan will be in default of such covenant. The Board of Directors of Titan may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Titan; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Titan of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Limitation on Sale and Leaseback Transactions

     Titan will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that Titan or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

     (1) Titan or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “— Liens;”

     (2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of Titan and set forth in an officers’ certificate delivered to the trustee, of the property that is the subject of that sale and leaseback transaction; and

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     (3) the transfer of assets in that sale and leaseback transaction is permitted by, and Titan applies the proceeds of such transaction in compliance with, the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

Payments for Consent

     Titan will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of new notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the new notes unless such consideration is offered to be paid and is paid to all holders of the new notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SEC Reports

     Notwithstanding that Titan may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Titan will file with the SEC and provide the trustee and holders and prospective holders (upon written request) within 15 days after it files them with the SEC, copies of its annual report and the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. In addition, Titan shall furnish to the trustee and, upon request, the holders and prospective holders, promptly upon their becoming available, copies of the annual report to shareholders and any other information provided by Titan to its public shareholders generally. Titan also will comply with the other provisions of Section 314(a) of the Trust Indenture Act of 1939, as amended.

     In addition, Titan shall furnish to noteholders, prospective investors, broker-dealers and securities analysts, upon their request, the information referred to in Rule 144A(d)(4) under the Securities Act so long as the new notes are not freely transferable under the Securities Act.

Events of Default and Remedies

     With respect to the new notes, each of the following is an “Event of Default”:

     (1) default for 30 days in the payment when due of interest on the new notes;

     (2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the new notes;

     (3) failure by Titan or any of its Restricted Subsidiaries to comply with the provisions described under the captions “— Repurchase at the Option of Holders — Change of Control,” “— Repurchase at the Option of Holders — Asset Sales,” “— Certain Covenants — Restricted Payments,” “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” or “— Certain Covenants — Merger, Consolidation or Sale of Assets;”

     (4) failure by Titan or any of its Restricted Subsidiaries for 60 days after notice to Titan by the trustee or the holders of at least 25% in aggregate principal amount of the new notes then outstanding voting as a single class to comply with any of the other agreements in the indenture;

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     (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Titan or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Titan or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:

     (a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

     (b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

     (6) failure by Titan or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $15.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

     (7) except as permitted by the indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and

     (8) certain events of bankruptcy or insolvency described in the indenture with respect to Titan or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

     In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Titan, any Restricted Subsidiary of Titan that is a Significant Subsidiary or any group of Restricted Subsidiaries of Titan that, taken together, would constitute a Significant Subsidiary, all outstanding new notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding new notes may declare all the new notes to be due and payable immediately.

     Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding new notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the new notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

     Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of new notes unless such holders have offered to the trustee indemnity or security reasonably satisfactory to it

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against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder of a New Note may pursue any remedy with respect to the indenture or the new notes unless:

     (1) such holder has previously given the trustee notice that an Event of Default is continuing;

     (2) holders of at least 25% in aggregate principal amount of the then outstanding new notes have requested the trustee to pursue the remedy;

     (3) such holders have offered the trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

     (4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

     (5) holders of a majority in aggregate principal amount of the then outstanding new notes have not given the trustee a direction inconsistent with such request within such 60-day period.

     The holders of a majority in aggregate principal amount of the then outstanding new notes by notice to the trustee may, on behalf of the holders of all of the new notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the new notes.

     Titan is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, Titan is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Shareholders

     No director, officer, employee, incorporator or shareholder of Titan or any Guarantor, as such, will have any liability for any obligations of Titan or the Guarantors under the new notes, the indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of new notes by accepting a New Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the new notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

     Titan may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an officers’ certificate, elect to have all of its obligations discharged with respect to the outstanding new notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

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     (1) the rights of holders of outstanding new notes to receive payments in respect of the principal of, or interest or premium, if any, on, such new notes when such payments are due from the trust referred to below;

     (2) Titan’s obligations with respect to the new notes concerning issuing temporary new notes, registration of new notes, mutilated, destroyed, lost or stolen new notes and the maintenance of an office or agency for payment and money for security payments held in trust;

     (3) the rights, powers, trusts, duties and immunities of the trustee, and Titan’s and the Guarantors’ obligations in connection therewith; and

     (4) the Legal Defeasance and Covenant Defeasance provisions of the indenture.

     In addition, with respect to the new notes, Titan may, at its option and at any time, elect to have the obligations of Titan and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the new notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “— Events of Default and Remedies” will no longer constitute an Event of Default with respect to the new notes.

     In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the new notes:

     (1) Titan must irrevocably deposit, or cause to be deposited, with the trustee, in trust, for the benefit of the holders of the new notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on, the outstanding new notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Titan must specify whether the new notes are being defeased to such stated date for payment or to a particular redemption date;

     (2) in the case of Legal Defeasance, Titan must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Titan has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding new notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

     (3) in the case of Covenant Defeasance, Titan must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding new notes will not recognize income, gain or loss for federal income tax purposes as a result of such

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Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

     (4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Titan or any Guarantor is a party or by which Titan or any Guarantor is bound;

     (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which Titan or any of its Subsidiaries is a party or by which Titan or any of its Subsidiaries is bound;

     (6) Titan must deliver to the trustee an officers’ certificate stating that the deposit was not made by Titan with the intent of preferring the holders of new notes over the other creditors of Titan with the intent of defeating, hindering, delaying or defrauding any creditors of Titan or others; and

     (7) Titan must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

     Except as provided in the next two succeeding paragraphs, the indenture or the new notes or the Note Guarantees, may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the new notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, new notes), and any existing Default or Event of Default or compliance with any provision of the indenture or the new notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding new notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, new notes).

     Without the consent of each holder of new notes affected, an amendment, supplement or waiver may not (with respect to any new notes held by a non-consenting holder):

     (1) reduce the principal amount of new notes whose holders must consent to an amendment, supplement or waiver;

     (2) reduce the principal of or change the fixed maturity of any New Note or alter the provisions with respect to the redemption of the new notes (other than provisions relating to the covenants described above under the caption “— Repurchase at the Option of Holders”);

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     (3) reduce the rate of or change the time for payment of interest, including default interest, on any New Note;

     (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the new notes (except a rescission of acceleration of the new notes by the holders of at least a majority in aggregate principal amount of the then outstanding new notes and a waiver of the payment default that resulted from such acceleration);

     (5) make any note payable in money other than that stated in the new notes;

     (6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of new notes to receive payments of principal of, or interest or premium, if any, on, the new notes;

     (7) waive a redemption payment with respect to any New Note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the Option of Holders”);

     (8) release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture; or

     (9) make any change in the preceding amendment and waiver provisions.

     Notwithstanding the preceding, without the consent of any holder of new notes, Titan, the Guarantors and the trustee may amend or supplement the indenture, the new notes or the Note Guarantees:

     (1) to cure any ambiguity, defect or inconsistency, as determined in good faith by Titan’s Board of Directors;

     (2) to provide for uncertificated new notes in addition to or in place of certificated new notes;

     (3) to provide for the assumption of Titan’s or a Guarantor’s obligations to holders of new notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of Titan’s or such Guarantor’s assets, as applicable;

     (4) to make any change that would provide any additional rights or benefits to the holders of new notes or that does not adversely affect the legal rights under the indenture of any such holder;

     (5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939;

     (6) to conform the text of the indenture, the Note Guarantees or the new notes to any provision of this Description of new notes to the extent that such provision in this Description of

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new notes was intended to be a verbatim recitation of a provision of the indenture, the Note Guarantees or the new notes;

     (7) to provide for the issuance of additional new notes in accordance with the limitations set forth in the indenture; or

     (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the new notes.

Satisfaction and Discharge

     The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

     (1) either:

     (a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Titan, have been delivered to the trustee for cancellation; or

     (b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Titan or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

     (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Titan or any Guarantor is a party or by which Titan or any Guarantor is bound;

     (3) Titan or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

     (4) Titan has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

     In addition, Titan must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

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Governing Law

     The indenture and the new notes are governed by the laws of the State of New York.

Concerning the Trustee

     If the trustee becomes a creditor of Titan or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act of 1939) or resign.

     The holders of a majority in aggregate principal amount of the then outstanding new notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of new notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

     Anyone who receives this prospectus may obtain a copy of the indenture without charge by writing to Titan International, Inc., Office of General Counsel 2701 Spruce Street, Quincy, Illinois 62301.

Book-Entry, Delivery and Form

     Except as set forth below, the new notes will be issued in the form of registered global notes (the “Global Notes”) in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

     Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form (“Certificated Notes”) except in the limited circumstances described below. See “— Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form. Transfers of beneficial interests in the Global Notes will be subject

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to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depository Procedures

     The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to changes by DTC. We take no responsibility for these operations and procedures and urge investors to contact DTC or its participants directly to discuss these matters.

     DTC has advised us that it is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

     DTC has also advised us that, pursuant to procedures established by DTC:

     (1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants with portions of the principal amount of the Global Notes; and

     (2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).

     Holders of new notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Holders of new notes who are not Participants may hold their interests indirectly through organizations that are Participants. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

     Except as described below, owners of interests in the Global Notes will not have new notes registered in their names, will not receive physical delivery of new notes in

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certificated form and will not be considered the registered owners or “holders” thereof under the indenture for any purpose.

     Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, we and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the new notes for the purpose of receiving payments and for all other purposes. Consequently, neither we, the trustee nor any agent of ours or the trustee has or will have any responsibility or liability for:

     (1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

     (2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

     DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the new notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date, unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of new notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the new notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

     Transfers between the Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

     DTC has advised us that it will take any action permitted to be taken by a holder of new notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the new notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

Exchange of Global Notes for Certificated Notes

     A Global Note is exchangeable for Certificated Notes if:

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     (1) DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, we fail to appoint a successor depositary;

     (2) We, at our option, notifies the trustee in writing that we elect to cause the issuance of the Certificated Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged for Certificated Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S; or

     (3) there has occurred and is continuing a Default or Event of Default with respect to the notes.

     In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in “Notice to Investors,” unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

     Certificated Notes may not be exchanged for beneficial interests in any Global Note, unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See “Notice to Investors.”

Same Day Settlement and Payment

     We will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. We will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. Titan expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

     Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash

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received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Certain Definitions

     Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

     “Acquired Borrowing Base” means, as of any date, an amount equal to:

     (1) 80% of the book value of all accounts receivables owned by any Person or business acquired or to be acquired by Titan or any of its Restricted Subsidiaries after the date of the indenture; plus

     (2) 60% of the book value of all inventory owned by any Person or business acquired or to be acquired by Titan or any of its Restricted Subsidiaries after the date of the indenture; plus

     (3) 50% of the Orderly Liquidation Value of Equipment owned by any Person or business acquired or to be acquired by Titan or any of its Restricted Subsidiaries after the date of the indenture; and

     (4) 50% of the Orderly Liquidation Value of Equipment otherwise acquired by Titan or any of its Restricted Subsidiaries since the date of the indenture;

     all calculated on a consolidated basis in accordance with GAAP.

     “Acquired Debt” means, with respect to any specified Person:

     (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

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     “Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

     (1) 1.0% of the principal amount of the Note; or

     (2) the excess of:

          (a) the present value at such redemption date of (i) the principal amount of the Note at maturity plus (ii) all required interest payments due on the Note through the maturity date of the Note (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

          (b) the principal amount of the Note, if greater.

     “Asset Sale” means:

     (1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Titan and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

     (2) the issuance of Equity Interests in any of Titan’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

     Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

     (1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $1.0 million;

     (2) a transfer of assets or rights between or among Titan and its Restricted Subsidiaries;

     (3) an issuance of Equity Interests by a Restricted Subsidiary of Titan to Titan or to a Restricted Subsidiary of Titan;

     (4) the sale, assignment or lease of products, rights, services, equipment, inventory or accounts receivable in the normal course of business and any sale or other disposition of damaged, worn-out or obsolete assets or properties in the normal course of business;

     (5) the sale or other disposition of cash or Cash Equivalents;

     (6) the license of any intellectual property of Titan or any of its Restricted Subsidiaries in the normal course of business;

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     (7) the surrender or waiver of contract or intellectual property rights, or the settlement, release or surrender of contract, tort or other litigation claims, but only to the extent that pursuant to such surrender, waiver, settlement or release Titan or any of its Restricted Subsidiaries does not receive cash or Cash Equivalents in exchange therefor;

     (8) a Restricted Payment that does not violate the covenant described above under the caption “— Certain Covenants — Restricted Payments” or a Permitted Investment; or

     (9) the exchange of up to $12.0 million in notes for stock of Titan Europe Plc.

     “Asset Sale Offer” has the meaning assigned to that term in the indenture governing the notes.

     “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

     “Board of Directors” means:

     (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

     (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

     (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

     (4) with respect to any other Person, the board or committee of such Person serving a similar function.

     “Business Asset” means assets (except in connection with the acquisition of a Subsidiary in a Permitted Business that becomes a Guarantor) other than notes, bonds, obligations and securities that, in the good faith judgment of the Board of Directors, will immediately constitute, be a part of, or be used in, a Permitted Business.

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     “Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

     “Capital Stock” means:

     (1) in the case of a corporation, corporate stock;

     (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

     (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

     “Cash Equivalents” means:

     (1) United States dollars or currencies held by the Company or any of its Subsidiaries from time to time in the normal course of business;

     (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

     (3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

     (4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

     (5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition; and

     (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

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     “Change of Control” means the occurrence of any of the following:

     (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Titan and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act);

     (2) the adoption of a plan relating to the liquidation or dissolution of Titan;

     (3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Titan, measured by voting power rather than number of shares; or

     (4) the first day on which a majority of the members of the Board of Directors of Titan are not Continuing Directors.

     “Change of Control Offer” has the meaning assigned to that term in the indenture governing the notes.

     “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

     (1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

     (2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

     (3) other non-cash charges from employee compensation expenses arising from the issuance of stock, options to purchase stock, deferrals and stock appreciation rights, (excluding any such expenses which relate to options or rights which, at the option of the holder thereof, may be settled in cash); plus

     (4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

     (5) non-cash items (other than any non-cash items that will require cash payments in the future or that relate to foreign currency translation) decreasing such Consolidated Net Income for such period other than items that were accrued in the normal course of business; minus

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     (6) non-cash items (other than any non-cash items that will require cash payments in the future or that relate to foreign currency translation) increasing such Consolidated Net Income for such period, other than the items that were accrued in the normal course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

     “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

     (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

     (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders;

     (3) the cumulative effect of a change in accounting principles will be excluded;

     (4) any non-cash goodwill impairment charges will be excluded;

     (5) any non-cash charges relating to the underfunded portion of any pension plan will be excluded; and

     (6) any non-cash charges resulting from the application of SFAS No. 123 will be excluded.

     “Consolidated Net Tangible Assets” means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries (less applicable reserves), after deducting therefrom (a) all current liabilities and (b) all goodwill and any other amounts classified as intangible assets in accordance with GAAP.

     “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Titan who:

     (1) was a member of such Board of Directors on the date of the indenture; or

     (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

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     “Credit Facilities” means, one or more debt facilities (including, without limitation, a Credit Agreement dated as of July 23, 2004 among Titan and LaSalle Bank National Association or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

     “Debt” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

     (1) in respect of borrowed money;

     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

     (3) in respect of banker’s acceptances;

     (4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

     (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

     (6) representing any Hedging Obligations,

     if and to the extent any of the preceding items (other than letters of credit, Attributable Debt, and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Persons prepared in accordance with GAAP.

     “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

     “Designated Noncash Consideration” means the Fair Market Value of noncash consideration received by Titan or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an officers’ certificate of Titan, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

     “Determination Date” with respect to an Interest Period relating to LIBOR, will be the day that is two business days preceding the first day of such Interest Period.

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     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the new notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Titan to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Titan may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that Titan and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

     “Domestic Subsidiary” means any Restricted Subsidiary of Titan that was formed under the laws of the United States or any state of the United States or the District of Columbia.

     “Equipment” of any Person or business means all machinery and equipment of such Person or business, including all such Persons’ or businesses’ processing equipment, conveyors, machine tools and all engineering, processing and manufacturing equipment, office machinery, furniture, tools, attachments, accessories, molds, dies, stamps, and other machinery and equipment, but not including any motor vehicles or other titled assets.

     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

     “Equity Offering” means an issuance or sale of Equity Interests (other than Disqualified Stock) of Titan.

     “Exchange notes” means the debt securities of Titan issued pursuant to the indenture in exchange for, and in an aggregate principal amount equal to, the notes, in compliance with the terms of the registration rights agreement.

     “Existing Indebtedness” means the Indebtedness of Titan and its Restricted Subsidiaries (other than Indebtedness under our Credit Agreement) in existence on the date of the indenture, until such amounts are repaid.

     “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Titan.

     “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed

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Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

     (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;

     (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

     (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

     (4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

     (5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

     (6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

     “Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

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     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt and fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

     (2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

     (3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

     (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Titan (other than Disqualified Stock) or to Titan or a Restricted Subsidiary of Titan, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

     “Foreign Subsidiary” means any Restricted Subsidiary of Titan that is not a Domestic Subsidiary.

     “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the normal course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

     “Guarantors” means each of:

     (1) all Restricted Subsidiaries other than Foreign Subsidiaries; and

     (2) any other Subsidiary of Titan that executes a Note Guarantee in accordance with the provisions of the indenture,

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and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the indenture.

     “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

     (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

     (2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

     (3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

     “Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $250,000 and whose total revenues for the most recent 12-month period do not exceed $250,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of Titan.

     “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

     (1) in respect of borrowed money;

     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

     (3) in respect of banker’s acceptances;

     (4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

     (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

     (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

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     “Interest Period” means the period commencing on and including an interest payment date and ending on and including the day immediately preceding the next succeeding interest payment date, with the exception that the first Interest Period will commence on and include the date of the indenture and end on July 15, 2007.

     “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the normal course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Titan or any Subsidiary of Titan sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of Titan such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Titan, Titan will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Titan’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The acquisition by Titan or any Subsidiary of Titan of a Person that holds an Investment in a third Person will be deemed to be an Investment by Titan or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     “Moody’s” means Moody’s Investors Service, Inc.

     “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

     (1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

     (2) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

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     “Net Proceeds” means the aggregate cash proceeds received by Titan or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

     “Non-Recourse Debt” means Indebtedness:

     (1) as to which neither Titan nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

     (2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Titan or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

     (3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Titan or any of its Restricted Subsidiaries.

     “Note Guarantee” means the Guarantee by each Guarantor of Titan’s obligations under the indenture and the new notes, executed pursuant to the provisions of the indenture.

     “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

     “Orderly Liquidation Value” means the greater of (a) the in place orderly liquidation value, as determined by the most recent appraisal prepared by or on behalf of the Company, or (b) the book value of such assets.

     “Permitted Business” means (i) the business conducted by or proposed to be conducted by, Titan and its Restricted Subsidiaries on the date of the original issuance of the notes and (ii) businesses that are reasonably similar, ancillary or related to, or a reasonable extension or expansion of, the business conducted by Titan and its Restricted Subsidiaries on the date of original issuance of the notes.

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     “Permitted Investments” means:

     (1) any Investment in Titan or in a Wholly-Owned Restricted Subsidiary of Titan;

     (2) any Investment in Cash Equivalents;

     (3) any Investment by Titan or any Restricted Subsidiary of Titan in a Person, if as a result of such Investment:

          (a) such Person becomes a Restricted Subsidiary of Titan and a Guarantor; or

          (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Titan or a Restricted Subsidiary of Titan that is a Guarantor;

     (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales;”

     (5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Titan;

     (6) any Investment made prior to the date of the indenture;

     (7) any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the normal course of business of Titan or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;

     (8) advances, loans or extensions of trade credit in the normal course of business by Titan or any of its Restricted Subsidiaries;

     (9) Investments represented by Hedging Obligations not made for speculative purposes;

     (10) loans or advances to officers and employees made in the normal course of business of Titan or any Restricted Subsidiary of Titan in an aggregate principal amount not to exceed $2.0 million at any one time outstanding;

     (11) repurchases of the new notes;

     (12) other Investments in a Permitted Business of any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding not to exceed in the aggregate at any time outstanding 5.0% of Consolidated Net Tangible Assets, provided that any such Investment will

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not be deemed to be outstanding pursuant to this clause (12) if such Investment subsequently constitutes a Permitted Investment pursuant to clause (3) hereof;

     (13) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding not to exceed $5.0 million, provided that any such Investment will not be deemed to be outstanding pursuant to this clause (13) if such Investment subsequently constitutes a Permitted Investment pursuant to clause (3) hereof; and

     (14) the exchange of up to $12 million in notes for stock of Titan Europe Plc.

     “Permitted Liens” means:

     (1) Liens on assets of Titan or any Guarantor securing Indebtedness and other Obligations not to exceed the sum of (A) the Indebtedness permitted to be incurred under clause (1) of the second paragraph of the covenant entitled “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” and (B) the amount of Debt, not to exceed $125.0 million, that can be incurred on the date such Lien is created under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant entitled “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”;

     (2) Liens in favor of Titan or the Guarantors;

     (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Titan or any Subsidiary of Titan; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Titan or the Subsidiary;

     (4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by Titan or any Subsidiary of Titan; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

     (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the normal course of business;

     (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;

     (7) Liens existing on the date of the indenture;

     (8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly

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instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

     (9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the normal course of business;

     (10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

     (11) Liens created for the benefit of (or to secure) the new notes (or the Note Guarantees);

     (12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:

          (a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

          (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; and

     (13) Liens incurred in the normal course of business of Titan or any Subsidiary of Titan securing obligations that do not exceed $5.0 million at any one time outstanding; and

     (14) Liens securing Hedging Obligations not entered into for speculative purposes.

     “Permitted Refinancing Indebtedness” means any Indebtedness of Titan or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of Titan or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

     (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

     (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the

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Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

     (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the new notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the new notes on terms at least as favorable to the holders of new notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

     (4) such Indebtedness is incurred either by Titan or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

     “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

     “Restricted Investment” means an Investment other than a Permitted Investment.

     “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

     “S&P” means Standard & Poor’s Ratings Group.

     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.

     “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

     “Subsidiary” means, with respect to any specified Person:

     (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

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     (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

     “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to the maturity date of the notes; provided, however, that if the period from the redemption date to the maturity date of the notes, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

     “Unrestricted Subsidiary” means any Subsidiary of Titan that is designated by the Board of Directors of Titan as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

     (1) has no Indebtedness other than Non-Recourse Debt;

     (2) except as permitted by the covenant described above under the caption “— Certain Covenants — Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with Titan or any Restricted Subsidiary of Titan unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Titan or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Titan;

     (3) is a Person with respect to which neither Titan nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

     (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Titan or any of its Restricted Subsidiaries.

     “Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

     (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

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     (2) the then outstanding principal amount of such Indebtedness.

     “Wholly-Owned Restricted Subsidiary” of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than director qualifying shares) will at the time be owned by such person or by one or more Wholly-Owned Restricted Subsidiaries of such Person.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     Following is a summary of the material United States federal income tax considerations relating to the exchange of your notes in the exchange offer for new notes registered pursuant to the registration statement of which this prospectus is a part. This discussion is a summary for general informational purposes only and does not address all aspects of United States federal income taxation that may be relevant to a holder in light of the holder’s particular circumstances. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated under the Code, Internal Revenue Service rulings, and judicial decisions, all as of the date of this prospectus. These authorities may be changed, possibly with retroactive effect, so as to result in United States federal income tax consequences different from those described below. We have not requested a ruling from the Internal Revenue Service or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and there is no assurance that the Internal Revenue Service will agree with these statements and conclusions.

     TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, NOTE HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN THIS PROSPECTUS IS NOT INTENDED OR WRITTEN BY US TO BE USED, AND CANNOT BE RELIED UPON BY NOTE HOLDERS, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) NOTE HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

     We have assumed for purposes of this summary that the notes are and will be held as capital assets by holders who purchased the notes in the original offering at the initial offering price. This summary does not address tax consequences arising under the laws of any foreign, state or local jurisdiction. In addition, this summary does not address United States federal income tax considerations applicable to holders that may be subject to special tax rules, including, without limitation:

• holders subject to the alternative minimum tax;

• tax-exempt organizations;

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• insurance companies;

• partnerships;

• dealers in securities or currencies;

• traders in securities or commodities or dealers in commodities that elect to use a mark-to-market method of accounting;

• banks and financial institutions;

• holders whose “functional currency” is not the United States dollar;

• persons that will hold the notes as a position in a hedging transaction, “straddle,” “conversion transaction,” or other risk-reduction transaction, or

• persons deemed to sell the notes under the constructive sale provisions of the Code.

Consequences of Exchange

     The exchange of your notes for new notes in the exchange offer should have no United States federal income tax consequences to you. For example, your tax basis in the new notes will be the same as your tax basis in the notes, and your holding period of the new notes will include the holding period of your notes. In addition, the United States federal income tax consequences of holding and disposing of the new notes generally will be the same as those applicable to your notes.

     This discussion set forth under the heading “Material United States Federal Income Tax Considerations” to the extent it states matters of law or legal conclusions, and subject to the assumptions, exceptions, limitations and qualifications set forth herein, constitutes the opinion of special counsel, Bodman LLP, as to the material U.S. federal income tax considerations of the exchange described herein. Special counsel’s opinion is not binding upon the IRS or the courts, and thus there is no assurance that the IRS will not successfully assert a contrary position.

     Each note holder is urged to consult the holder’s own tax advisor with respect to the application of United States federal income tax laws in light of the holder’s particular circumstances, as well as any tax consequences arising under the laws of any state, local, foreign, or other taxing jurisdiction, or under any applicable tax treaty.

PLAN OF DISTRIBUTION

     Each broker-dealer that receives new notes for its own account in connection with the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for notes where the notes were acquired as a result of market-making activities or other trading

84

activities. We have agreed that we will make available and provide promptly upon reasonable request this prospectus, in a form meeting the requirements of the Securities Act, to any broker-dealer for use in connection with any such resale until the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

     We will receive no proceeds in connection with the exchange offer. New notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. A resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-dealer and/or the purchasers of new notes. Any broker-dealer that resells new notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of the new notes may be an underwriter within the meaning of the Securities Act, and any profit on the resale of new notes and any commissions or concessions received by these persons may be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be considered to admit that it is an underwriter. We have agreed to reimburse these broker-dealers for any amounts arising as a result of certain liabilities, including liabilities under the Securities Act.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC’s rules allow us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the date we file that document. Any reports filed by us with the SEC after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement, as well as any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities is terminated or expires, will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

     We incorporate by reference into this prospectus the following documents filed with the SEC:

• Our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 28, 2007, other than the financial statements on pages F-1 through F-32, which have been included herein.

• Our Current Reports on Form 8-K dated January 22, 2007; January 22, 2007; February 9, 2007; and February 22, 2007 (other than any information contained in these reports that has been furnished to the SEC, which information is not incorporated by reference into this prospectus).

85

• Our Proxy Statement filed on March 30, 2007.

• All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of this exchange offer.

     We will provide without charge to each person to whom this prospectus is delivered, upon his or her written or oral request, a copy of the filed documents referred to above, excluding exhibits, unless they are specifically incorporated by reference into those documents. You can request those documents from Cheri T. Holley, Vice President, Secretary and General Counsel, 2701 Spruce Street, Quincy, Illinois, telephone (217) 228-6011.

INTERESTS OF DIRECTORS AND OFFICERS

     To our knowledge after reasonable inquiry, none of our directors, executive officers or controlling persons, or any of their affiliates or associates, own notes or will be surrendering notes for exchange pursuant to the exchange offer. Neither we, nor any of our subsidiaries or associates nor, to our knowledge after reasonable inquiry, any of our directors, executive officers, or controlling persons (or any of their affiliates), nor any executive officer or director of any of our subsidiaries, has engaged in any transactions in the notes during the 60 days prior to the date hereof.

     There is no present or proposed material agreement, arrangement, understanding or relationship between us and any of our executive officers, directors, controlling persons or subsidiaries, except as set forth in:

• the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on February 28, 2007, with respect to relationships between us and our subsidiaries; and

• the section entitled “Related Party Transactions” set forth in our Proxy Statement filed with the SEC on March 30, 2007, with respect to relationships between us and our executive officers, directors and controlling persons.

FEES AND EXPENSES

     Fees and expenses in connection with the exchange offer are estimated to be approximately $300,000. We will bear the cost of all of fees and expenses relating to the exchange offer. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer. We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

86

LEGAL MATTERS

     The validity of the issuance of the new notes will be passed upon for us by Bodman LLP, Detroit, Michigan and Schmiedeskamp, Robertson, Neu & Mitchell, Quincy, Illinois.

EXPERTS

     The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) included herein have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

MISCELLANEOUS

     We are not aware of any jurisdiction in which the making of the exchange offer is not in compliance with applicable law. If we become aware of any jurisdiction in which the making of the exchange offer would not be in compliance with applicable law, we will make a good faith effort to comply with any such law. If, after such good faith effort, we cannot comply with any such law, the exchange offer will not be made to (nor will surrenders of notes for exchange in connection with the exchange offer be accepted from or on behalf of) the owners of such notes residing in such jurisdiction.

     No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this prospectus and, if given or made, such information or representation may not be relied upon as having been authorized by us or the dealer manager.

WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Copies of these materials may be examined without charge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference room. You may also obtain these materials from us at no cost by directing a written or oral request to us at Titan International, Inc., 2701 Spruce Street, Quincy, Illinois 62301, Attention: Cheri T. Holley, Vice President, Secretary and General Counsel, or by telephone at (217) 228-6011. In addition, the SEC maintains a web site, http://www.sec.gov, which contains reports, proxy and information statements and other information regarding us and other registrants that file electronically with the SEC.

87

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Management’s Responsibility for Financial Statements and Report on Internal Control Over Financial Reporting	F-1
Report of Independent Registered Public Accounting Firm	F-2 through F-3
Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004	F-4
Consolidated Balance Sheets at December 31, 2006 and 2005	F-5
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2006, 2005 and 2004	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004	F-7
Notes to Consolidated Financial Statements	F-8 through F-39

88

Management’s Responsibility for Financial Statements

Management is responsible for the preparation of the Company’s consolidated financial statements included herein. Management believes that the consolidated financial statements fairly reflect the transactions and the financial statements reasonably present the Company’s financial position and results of operations in conformity with accounting principles generally accepted in the United States of America.

The Board of Directors of the Company has an Audit Committee comprised entirely of outside directors who are independent of management. The Committee meets periodically with management, the internal auditors and the independent registered public accounting firm to review accounting control, auditing and financial reporting matters. The Audit Committee is responsible for the appointment of the independent registered public accounting firm and approval of their fees.

The independent registered public accounting firm audits the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). The consolidated financial statements as of December 31, 2006, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has performed an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, based on criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded the Company maintained effective internal control over financial reporting as of December 31, 2006. Management’s assessment of the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2006, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

The audited consolidated financial statements of the Company include the results of the Company’s facility in Bryan, Ohio, which was acquired on July 31, 2006. The Bryan facility accounted for approximately 9% of the Company’s total assets at December 31, 2006, and Bryan’s manufacturing output accounted for approximately 7% of the Company’s total cost of sales for the year ended December 31, 2006. The Bryan facility was excluded from the management’s evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006.

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors
and Stockholders of
Titan International, Inc.:

We have completed integrated audits of Titan International, Inc.’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the accompanying consolidated financial statements listed in the accompanying appendix present fairly, in all material respects, the financial position of Titan International, Inc. and its subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing on page F-1, that the Company maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made

F-2

only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded the Bryan, Ohio facility from its assessment of internal control over financial reporting as of December 31, 2006 because it was acquired by the Company in a purchase business combination during 2006. We have also excluded the Bryan, Ohio facility from our audit of internal control over financial reporting. The Bryan, Ohio facility is a wholly-owned subsidiary whose total assets and total output represent 9% and 7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2006.

PricewaterhouseCoopers LLP
St. Louis, MO
February 26, 2007, except for Note 31 as to which the date is March 21, 2007.

F-3

TITAN INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(All amounts in thousands, except per share data)

	Year ended December 31,
	2006			2005			2004
Net sales	$	679,454		$	470,133		$	510,571
Cost of sales		606,676			405,923			431,071
Gross profit		72,778			64,210			79,500
Selling, general and administrative expenses		42,142			32,270			37,915
Royalty expense		5,001			0			0
Idled assets marketed for sale depreciation		3,624			4,736			5,275
Dyneer legal charge		0			15,205			0
Goodwill impairment on Titan Europe		0			0			2,988
Income from operations		22,011			11,999			33,322
Interest expense		(17,001	)		(8,617	)		(16,159	)
Noncash convertible debt conversion charge		0			(7,225	)		0
Debt termination expense		0			0			(3,654	)
Other income, net		3,564			958			1,706
Income (loss) before income taxes		8,574			(2,885	)		15,215
Provision (benefit) for income taxes		3,430			(13,927	)		4,108
Net income	$	5,144		$	11,042		$	11,107
Income per common share:
Basic	$	.26		$	.61		$	.62
Diluted		.26			.60			.61
Average common shares and equivalents outstanding:
Basic		19,702			18,053			17,798
Diluted		20,044			18,284			21,574

See accompanying Notes to Consolidated Financial Statements.

F-4

TITAN INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share data)

	December 31,
	2006			2005
Assets
Current assets
Cash and cash equivalents	$	33,412		$	592
Accounts receivable (net of allowance of $4,818 and $5,654, respectively)		73,882			47,112
Inventories		154,604			122,692
Deferred income taxes		29,234			20,141
Prepaid and other current assets		18,801			15,630
Total current assets		309,933			206,167
Property, plant and equipment, net		184,616			140,382
Idled assets marketed for sale		0			18,267
Investment in Titan Europe Plc		65,881			48,467
Goodwill		11,702			11,702
Other assets		12,994			15,771
Total assets	$	585,126		$	440,756
Liabilities and Stockholders’ Equity
Current liabilities
Short-term debt (including current portion of long-term debt)	$	98		$	11,995
Accounts payable		25,884			24,435
Other current liabilities		36,942			11,753
Total current liabilities		62,924			48,183
Long-term debt		291,266			190,464
Deferred income taxes		27,924			13,581
Other long-term liabilities		15,835			20,715
Total liabilities		397,949			272,943
Commitments and contingencies: Notes 14, 23 and 24
Stockholders’ equity
Common stock (no par, 60,000,000 shares authorized, 30,577,356 issued)		30			30
Additional paid-in capital		258,071			255,299
Retained earnings		36,802			32,053
Treasury stock (at cost, 10,678,454 and 11,074,150 shares, respectively)		(96,264	)		(99,817	)
Accumulated other comprehensive loss		(11,462	)		(19,752	)
Total stockholders’ equity		187,177			167,813
Total liabilities and stockholders’ equity	$	585,126		$	440,756

See accompanying Notes to Consolidated Financial Statements.

F-5

TITAN INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(All amounts in thousands, except share data)

														Accumulated
	Number of					Additional								other
	common			Common		paid-in		Retained			Treasury			comprehensive
	shares			Stock		capital		earnings			stock			income (loss)			Total
Balance January 1, 2004		#21,197,320		$	27	$	203,050	$	10,629		$	(81,204	)	$	(20,546	)	$	111,956
Comprehensive income (loss):
Net income									11,107									11,107
Currency translation adjustment															(584	)		(584	)
Minimum pension liability, net of tax															4,564			4,564
Comprehensive income									11,107						3,980			15,087
Dividends paid on common stock									(351	)								(351	)
Exercise of stock options		23,570					189											189
Treasury stock purchases		(4,894,464	)									(20,000	)					(20,000	)
Balance December 31, 2004		16,326,426			27		203,239		21,385			(101,204	)		(16,566	)		106,881
Comprehensive income (loss):
Net income									11,042									11,042
Currency translation adjustment															(3,168	)		(3,168	)
Minimum pension liability, net of tax															(18	)		(18	)
Comprehensive income									11,042						(3,186	)		7,856
Dividends paid on common stock									(374	)								(374	)
Gain on investee transaction, net of tax							10,471											10,471
Bond conversion		3,022,275			3		40,928											40,931
Exercise of stock options		135,860					568					1,220						1,788
Issuance of treasury stock under 401(k) plan		18,645					93					167						260
Balance December 31, 2005		19,503,206			30		255,299		32,053			(99,817	)		(19,752	)		167,813
Comprehensive income (loss):
Net income									5,144									5,144
Unrealized gain on investment, net of tax															6,126			6,126
Minimum pension liability, net of tax															3,225			3,225
Comprehensive income									5,144						9,351			14,495
Adjustment to initially apply SFAS No. 158, net of tax															(1,061	)		(1,061	)
Dividends paid on common stock									(395	)								(395	)
Exercise of stock options		382,190					2,647					3,432						6,079
Issuance of treasury stock under 401(k) plan		13,506					125					121						246
Balance December 31, 2006		#19,898,902		$	30	$	258,071	$	36,802		$	(96,264	)	$	(11,462	)	$	187,177

See accompanying Notes to Consolidated Financial Statements.

F-6

TITAN INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands)

	Year ended December 31,
	2006			2005			2004
Cash flows from operating activities:
Net income	$	5,144		$	11,042		$	11,107
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		26,850			20,746			24,907
Deferred income tax provision (benefit)		2,597			(14,476	)		0
Noncash convertible debt conversion charge		0			7,225			0
Goodwill impairment		0			0			2,988
Noncash debt termination expense		0			0			1,486
Undistributed earnings of unconsolidated affiliate		0			(2,024	)		(1,022	)
Excess tax benefit from stock options exercised		(646	)		0			0
(Increase) decrease in current assets:
Accounts receivable		(26,770	)		5,669			(10,822	)
Inventories		(19,509	)		2,212			(8,804	)
Prepaid and other current assets		(3,675	)		1,938			(944	)
Increase (decrease) in current liabilities:
Accounts payable		1,449			(2,298	)		4,689
Other current liabilities		13,443			(260	)		140
Other, net		(4,423	)		(6,875	)		(5,576	)
Net cash (used for) provided by operating activities		(5,540	)		22,899			18,149
Cash flows from investing activities:
Continental off-the-road (OTR) asset acquisition		(44,642	)		0			0
Goodyear North American farm tire acquisition		0			(100,000	)		0
Capital expenditures		(8,282	)		(6,752	)		(4,328	)
Decrease in restricted cash deposits		0			24,500			24,609
Titan Europe Plc sale		0			0			40,757
Asset disposals		0			5,509			1,354
Other, net		198			0			0
Net cash (used for) provided by investing activities		(52,726	)		(76,743	)		62,392
Cash flows from financing activities:
Proceeds from borrowings		200,000			0			115,348
Payment of debt		(11,995	)		(1,296	)		(225,525	)
(Payment) proceeds on revolving credit facility, net		(99,100	)		54,700			44,400
Proceeds from exercise of stock options		5,407			1,500			0
Excess tax benefit from stock options exercised		646			0			0
Repurchase of common stock		0			0			(15,000	)
Payment of financing fees		(3,725	)		(1,500	)		(4,788	)
Dividends paid		(393	)		(358	)		(375	)
Other, net		246			260			189
Net cash provided by (used for) financing activities		91,086			53,306			(85,751	)
Effect of exchange rate changes on cash		0			0			(216	)
Net increase (decrease) in cash and cash equivalents		32,820			(538	)		(5,426	)
Cash and cash equivalents, beginning of year		592			1,130			6,556
Cash and cash equivalents, end of year	$	33,412		$	592		$	1,130

See accompanying Notes to Consolidated Financial Statements.

F-7

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Business

Titan International, Inc. and its subsidiaries (Titan or the Company) are leading manufacturers of wheels, tires and assemblies for off-highway vehicles used in the agricultural, earthmoving/construction and consumer markets. Titan’s earthmoving/construction market also includes products supplied to the U.S. military and other government entities, while the consumer market includes all-terrain vehicles (ATVs) and recreational/utility trailer applications. Titan manufactures both wheels and tires for the majority of these market applications, allowing the Company to provide the value-added service of delivering complete wheel and tire assemblies. The Company offers a broad range of products that are manufactured in relatively short production runs to meet the specifications of original equipment manufacturers (OEMs) and/or the requirements of aftermarket customers.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly- and majority-owned subsidiaries. Titan records its investment in each unconsolidated affiliated company (20% to 49% ownership) at its related equity in the net assets of such affiliate, as adjusted for equity earnings and losses. Investments of less than 20% of non-publicly traded entities are carried at cost. Investments of less than 20% of publicly traded entities are carried at fair value in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” The Company records change of interest gains and losses directly to equity. All significant intercompany accounts and transactions have been eliminated.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method in 2006 for approximately 74% of inventories and the last-in, first-out (LIFO) method for approximately 26% of inventories. The major rubber material inventory and related work-in-process and their finished goods are accounted for under the FIFO method. The major steel material inventory and related work-in-process and their finished goods are accounted for under the LIFO method. Market value is estimated based on current selling prices. Estimated provisions are established for excess and obsolete inventory, as well as inventory carried above market price based on historical experience.

Fixed assets

Property, plant and equipment have been recorded at cost. Depreciation is provided using the straight-line method over the following estimated useful lives of the related assets:

	Years
Building and improvements		25
Machinery and equipment		10
Tools, dies and molds		5

Maintenance and repairs are expensed as incurred. When property, plant and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are eliminated, and any gain or loss on disposition is included in the accompanying consolidated statements of operations.

F-8

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred financing costs

Deferred financing costs are costs incurred in connection with the Company’s (i) revolving credit facility, (ii) senior unsecured notes, (iii) senior unsecured convertible notes and (iv) industrial revenue bonds. The costs associated with the revolving credit facility are being amortized over the remaining term of the facility. The costs associated with the senior unsecured notes are amortized straight line over five years, the term of the notes. The costs associated with the senior unsecured convertible notes are amortized straight line over five years, the term of the notes. The costs associated with the industrial revenue bonds are being amortized over the life of the bonds on a straight-line basis. Amortization of deferred financing costs for the various debt facilities approximates the effective interest rate method.

Fair value of financial instruments

The Company records all financial instruments, including cash and cash equivalents, accounts receivable, notes receivable, accounts payable, other accruals and notes payable at cost, which approximates fair value. Investments in marketable equity securities are recorded at fair value. The convertible notes due 2009 are the only significant financial instrument of the Company with a fair value different than the recorded value. At December 31, 2006, the fair value of the convertible notes, based on quoted market prices obtained through independent pricing sources, was approximately $130.8 million, compared to a carrying value of $81.2 million.

Available-for-sale securities

The Company has an investment in Titan Europe Plc of $65.9 million as of December 31, 2006, representing a 17.3% ownership position. Due to the dilution in the Company’s ownership interest from 29.3% at December 31, 2004, the Company began accounting for its investment in Titan Europe Plc as an available-for-sale security during 2005. Accordingly, this investment is recorded as “Investment in Titan Europe Plc” on the consolidated balance sheet. The Company reports this investment at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of stockholders’ equity. If the fair value declines below the amortized cost basis, the Company determines if this decline is other than temporary. If the decline in fair value is judged to be other than temporary, an impairment charge is recorded.

Impairment of fixed assets

The Company reviews fixed assets to assess recoverability from future operations whenever events and circumstances indicate that the carrying values may not be recoverable. Impairment losses are recognized in operating results when expected undiscounted future cash flows are less than the carrying value of the asset. Impairment losses are measured as the excess of the carrying value of the asset over the discounted expected future cash flows or the estimated fair value of the asset.

Foreign currency translation

The financial statements of the Company’s foreign subsidiaries are translated to United States currency in accordance with SFAS No. 52, “Foreign Currency Translation.” Assets and liabilities are translated to United States dollars at period-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the period. Translation adjustments are included in “Accumulated other comprehensive loss” in stockholders’ equity. As of December 2006, the Company’s investment in Titan Europe Plc was classified as available-for-sale securities and this investment is recorded as “Investment in Titan Europe Plc” on the consolidated balance sheet. Gains and losses that result from foreign currency transactions are included in the accompanying consolidated statements of operations.

Impairment of goodwill

The Company reviews goodwill to assess recoverability from future operations during the fourth quarter of each annual reporting period, and whenever events and circumstances indicate that the carrying values may not be recoverable, as required by the adoption of SFAS No. 142, Goodwill and Other Intangible Assets. The carrying amount of $11.7 million of goodwill by segment at December 31, 2006, was (i) agricultural of $6.9 million, (ii) earthmoving/construction of $3.6 million and (iii) consumer of $1.2 million. Based on a discounted cash flow method at December 31, 2006, the Company’s computation showed no impairment. See Notes 9 and 18 for additional information.

F-9

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue recognition

The Company records sales revenue when products are shipped to customers and both title and the risks and rewards of ownership are transferred. Provisions are established for sales returns and uncollectible accounts based on historical experience. Should these trends change, adjustments would be necessary to the estimated provisions.

Cost of sales

Cost of sales is comprised primarily of direct materials and supplies consumed in the manufacturing of the Company’s products, as well as manufacturing labor, depreciation expense and overhead expense necessary to acquire and convert the purchased materials and supplies into a finished product. Cost of sales also includes all purchasing, receiving, inspection, internal transfers, and related distribution costs.

Selling, general and administrative expense

Selling, general and administrative expense is comprised primarily of sales commissions, marketing expense, selling and administrative wages, management information system costs, legal fees, bank charges, audit fees, research and development, depreciation and amortization expense on non-manufacturing assets, and other administrative items.

Research and development expense

Research and development (R&D) expenses are expensed as incurred and included as part of selling, general and administrative expense. R&D costs were $1.3 million, $0.8 million and $1.9 million for the years of 2006, 2005 and 2004, respectively.

Advertising

Advertising expenses are included in selling, general and administrative expense and are expensed as incurred. Advertising expenses were less than $1 million for each of the years ended December 31, 2006, 2005 and 2004.

Warranty costs

The Company provides limited warranties on workmanship on its products in all market segments. The provision for estimated warranty costs is made in the period when such costs become probable and is based on past warranty experience. Warranty costs were $5.5 million, $2.6 million and $2.4 million for the years of 2006, 2005 and 2004, respectively. The warranty costs in 2006 increased approximately $3 million due to the acquisition of the Freeport and Bryan facilities.

Income taxes

Deferred income tax provisions are determined using the liability method whereby deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and income tax basis of assets and liabilities. The Company assesses the realizability of its deferred tax asset positions to determine if a valuation allowance is necessary.

Earnings per share

Basic earnings per share (EPS) is computed by dividing consolidated net earnings by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing adjusted consolidated net earnings by the sum of the weighted average number of common shares outstanding and the weighted average number of potential common shares outstanding. Potential common shares consist of outstanding options under the Company’s stock option plans and the conversion of the Company’s senior unsecured convertible notes.

Statement of cash flows

For purposes of the Consolidated Statements of Cash Flows, the Company considers short-term debt securities with an original maturity of three months or less to be cash equivalents.

Interest paid

The Company paid $15.6 million, $7.5 million and $17.9 million for interest in 2006, 2005 and 2004, respectively. In 2006, the increase in interest paid of approximately $8 million was due to borrowings related to acquisition of the Freeport and Bryan facilities.

F-10

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income taxes paid

Titan paid $0.2 million, $1.9 million and $0.7 million for income taxes in 2006, 2005 and 2004, respectively.

Global market risk

The Company manufactures and sells products and purchases goods in the United States and foreign countries. The Company is potentially subject to foreign currency exchange risk relating to receipts from customers and payments to suppliers in foreign currencies. As a result, the Company’s financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which the Company conducts business. Gains and losses arising from the settlement of foreign currency transactions are charged to the Consolidated Statement of Operations for the related period. Translation adjustments arising from the translation of foreign subsidiary financial statements are recorded in accumulated other comprehensive income in stockholders’ equity in the accompanying consolidated balance sheets.

Environmental liabilities

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future revenue are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and can be reasonably estimated.

Stock-based compensation

At December 31, 2006, the Company has three stock-based compensation plans, which are described in Note 22. In 2005 and prior years, the Company applied the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations in accounting for those plans. No stock-based compensation expense was recorded in the consolidated financial statements under this method, as any options granted had an exercise price equal to the market value of the underlying common stock on the date of the grant. The following table illustrates the effect on net income and income per share if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” to stock-based compensation (in thousands, except share data):

	2005			2004
Net income — as reported	$	11,042		$	11,107
Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects		(5,255	)		0
Pro forma net income	$	5,787		$	11,107
Income per share:
Basic — as reported	$	.61		$	.62
Basic — pro forma		.32			.62
Diluted — as reported	$	.60		$	.61
Diluted — pro forma		.32			.61

The Company granted no stock options in 2006 or 2004. The weighted-average fair value of options granted in 2005 was $9.56 and was calculated at the time of issue using the Black-Scholes option-pricing model with the following assumptions used for grants in 2005:

	2006 (a)		2005			2004 (a)
Stock price volatility		n/a		66%			n/a
Risk-free interest rate		n/a		3.7% — 4.4	%		n/a
Expected life of options		n/a	6 years				n/a
Dividend yield		n/a		.43% — .62	%		n/a

(a) The Company granted no options during 2006 or 2004.

F-11

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reclassification

Certain amounts from prior years have been reclassified to conform to the current year’s presentation. The 2005 and 2004 Consolidated Statements of Operations have been revised to combine research and development (R&D) expenses, which were previously shown separately, with the selling, general and administrative expenses due to the reduced level of R&D expenditures.

Use of estimates

The policies utilized by the Company in the preparation of the financial statements conform to accounting principles generally accepted in the United States of America and require management to make estimates, assumptions and judgments that affect the reported amount of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from these estimates and assumptions.

Recently issued accounting standards

Financial Accounting Standards Board Interpretation Number 48

In July 2006, Financial Accounting Standards Board Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109,” was issued. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure requirements for uncertain tax positions. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The Company is evaluating the effect the adoption of this interpretation will have on its consolidated financial position, results of operations and cash flows.

Statement of Financial Accounting Standards Number 157

In September 2006, Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements,” was issued. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is evaluating the effect the adoption of this standard will have on its consolidated financial position, results of operations and cash flows.

Statement of Financial Accounting Standards Number 158

In September 2006, SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” was issued. This statement requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. The Company adopted SFAS No. 158 as of December 31, 2006. The adoption of this statement had no material effect on the Company’s consolidated results of operations or cash flows. See Note 21 for the effect this statement had on the Company’s consolidated financial position.

Staff Accounting Bulletin Number 108

In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB 108 requires that public companies utilize a “dual-approach” when assessing the quantitative effects of financial misstatements. This dual approach includes both an income statement focused assessment and a balance sheet focused assessment. The guidance in SAB 108 is effective for annual financial statements for fiscal years ending after November 15, 2006. The adoption of this guidance had no material effect on the Company’s consolidated financial position, results of operations and cash flows.

F-12

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. ACQUISITIONS

Acquisition of Continental’s OTR Assets

On July 31, 2006, Titan Tire Corporation of Bryan, a subsidiary of Titan International, Inc., acquired the off-the-road (OTR) tire assets of Continental Tire North America, Inc. (Continental) in Bryan, Ohio. Titan Tire Corporation of Bryan purchased the assets of Continental’s OTR tire facility for approximately $53 million in cash proceeds, including an initial cash payment of approximately $44 million and subsequent payment due of approximately $9 million. The assets purchased included Continental’s OTR plant, property and equipment located in Bryan, Ohio, inventory and other current assets. In addition, the Company recorded intangibles related to the acquisition as noncurrent assets and assumed warranty liabilities. This acquisition expanded Titan’s product offering into larger earthmoving, construction and mining tires and added the manufacturing capacity of the Bryan, Ohio, facility.

The allocation of the Continental OTR asset acquisition was as follows (in thousands):

Inventory	$	11,053
Prepaid and other current assets		1,350
Property, plant and equipment		42,197
Noncurrent assets		742
Liabilities assumed		(1,800	)
	$	53,542

The allocation of the Continental OTR asset acquisition may be subsequently adjusted to reflect additional information relating to the estimates and judgments used in determining the purchase price allocation. Any changes to the acquisition allocation will be made by July 2007.

Acquisition of Goodyear’s North American Farm Tire Assets

On December 28, 2005, Titan Tire Corporation, a subsidiary of Titan International, Inc., acquired The Goodyear Tire & Rubber Company’s North American farm tire assets. Titan Tire purchased the assets of Goodyear’s North American farm tire business for approximately $100 million in cash proceeds. The assets purchased include Goodyear’s North American plant, property and equipment located in Freeport, Illinois, and Goodyear’s North American farm tire inventory. In addition, the Company recorded intangibles related to the acquisition as noncurrent assets. This acquisition expanded Titan’s product offering into Goodyear branded farm tires and added the manufacturing capacity of the Freeport, Illinois, facility.

The allocation of the Goodyear North American farm tire acquisition was as follows (in thousands):

Inventory	$	40,246
Prepaid and other current assets		4,680
Property, plant and equipment		55,074
Noncurrent assets		604
	$	100,604

F-13

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pro forma financial information

The following unaudited pro forma financial information gives effect to the acquisition of Continental’s OTR assets and the acquisition of Goodyear’s North American farm tire assets as if the acquisitions had taken place on January 1, 2005. The pro forma information for the Bryan, Ohio, facility was derived from a carve-out of Continental’s OTR historical accounting records. The pro forma information for the Freeport, Illinois, facility was derived from a carve-out of The Goodyear Tire & Rubber Company’s historical accounting records.

Pro forma information for the year (in thousands, except per share data):

	2006		2005
Net sales	$	761,796	$	828,183
Income before income taxes		21,786		8,383
Net income		13,072		17,803
Diluted earnings per share		.61		.92

The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisitions actually occurred on January 1, 2005, nor is it necessarily indicative of Titan’s future consolidated results of operations or financial position.

3. ACCOUNTS RECEIVABLE

The Company had net accounts receivable of $73.9 million and $47.1 million at December 31, 2006 and 2005, respectively. These amounts are net of allowance for doubtful accounts of $4.8 million and $5.7 million for the years ended 2006 and 2005, respectively.

4. INVENTORIES

Inventories at December 31, 2006 and 2005, consisted of the following (in thousands):

	2006			2005
Raw material	$	57,814		$	42,511
Work-in-process		16,738			10,939
Finished goods		84,863			74,793
		159,415			128,243
Adjustment to LIFO basis		(4,811	)		(5,551	)
	$	154,604		$	122,692

Included in the above inventory balances at December 31, 2006, and December 31, 2005, are reserves for slow-moving and obsolete inventory of $3.2 million and $2.7 million respectively.

F-14

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets at December 31, 2006 and 2005, consisted of the following (in thousands):

	2006		2005
Prepaid supplies	$	9,227	$	8,051
Other		9,574		7,579
	$	18,801	$	15,630

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at December 31, 2006 and 2005, consisted of the following (in thousands):

	2006			2005
Land and improvements	$	3,088		$	2,521
Buildings and improvements		78,230			63,572
Machinery and equipment		269,730			202,598
Tools, dies and molds		52,205			51,859
Construction-in-process		4,587			2,284
		407,840			322,834
Less accumulated depreciation		(223,224	)		(182,452	)
	$	184,616		$	140,382

The significant increase in property, plant and equipment resulted from the July 2006 purchase of Continental’s OTR assets. The property, plant and equipment included in this purchase totaled $42.2 million. See Note 2 for additional information. Depreciation on fixed assets for the years 2006, 2005 and 2004 totaled $20.7 million, $14.3 million, and $17.4 million, respectively. In addition, $3.6 million, $4.7 million, and $5.3 million of depreciation was recorded on idled assets marketed for sale in 2006, 2005, and 2004, respectively.

7. IDLED ASSETS MARKETED FOR SALE

The idled assets marketed for sale had no balance at December 31, 2006, and a balance of $18.3 million at December 31, 2005. The idled assets marketed for sale were being depreciated in accordance with SFAS No. 144. Depreciation on these idled assets was $3.6 million, $4.7 million and $5.3 million for the years ended December 31, 2006, 2005 and 2004, respectively.

As a result of the expectation that the Company can use these assets to refurbish or increase capacity at the plants associated with the Goodyear North American farm tire asset acquisition and the Continental OTR asset acquisition, the Company is placing these assets back into service primarily at the Des Moines, Iowa, Freeport, Illinois, and Bryan, Ohio facilities. Therefore, in December 2006, the idled assets balance of approximately $14 million was reclassified to property, plant and equipment leaving no remaining balance at December 31, 2006.

F-15

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. INVESTMENT IN TITAN EUROPE

Investment in Titan Europe Plc consisted of the following (in thousands):

	2006		2005
Investment in Titan Europe Plc	$	65,881	$	48,467

In April 2004, Titan Luxembourg Sarl, a wholly-owned European subsidiary of the Company, sold 70% of the common stock of Titan Europe to the public on the AIM market in London, England. Titan Luxembourg was the largest single stockholder in Titan Europe Plc, retaining a 30% interest on the date of the transaction. In the first quarter of 2004, the Company recognized a $3.0 million goodwill impairment charge on the pending sale of a majority interest in Titan Europe in accordance with the Company’s goodwill impairment process. The historical results of the Company for the year ended December 31, 2004, included Titan Europe results of $49.4 million in net sales, $8.3 million in gross profit and $0.4 million in income from operations.

The Company accounted for its interest in Titan Europe Plc as an equity investment subsequent to the sale of a majority interest in April 2004. The Company recognized equity income on its investment in Titan Europe Plc of $2.9 million in 2005 and $1.3 million in 2004. In December 2005, Titan Europe Plc issued additional shares of stock for an acquisition. As a result of these additional shares, the Company’s interest in Titan Europe Plc was diluted and decreased from 29.3% at December 31, 2004, to a 15.4% ownership position at December 31, 2005. The Company recorded the gain resulting from the change in ownership interest to equity in accordance with SAB 51. With the decreased ownership percentage, effective December 2005, the Company no longer uses the equity method to account for its interest in Titan Europe Plc.

In accordance with SFAS No. 115, the Company records the Titan Europe Plc investment as an available-for-sale security and reports the investment at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of comprehensive income in stockholders’ equity. The Company’s stock ownership interest in Titan Europe Plc was 17.3% at December 31, 2006, and 15.4% at December 31, 2005. The increase in ownership percentage resulted from a December 2006 transaction in which Titan Europe Plc issued additional shares to the Company in payment of approximately $7.9 million U.S. dollars of debt, representing the entire remaining long-term debt owed by Titan Europe Plc to the Company.

The fair value of the Company’s investment in Titan Europe Plc was $65.9 million and $48.5 million at December 31, 2006 and 2005, respectively. Cash dividends received from Titan Europe Plc were $1.3 million, $0.9 million and $0.3 million for the years ended December 31, 2006, 2005 and 2004, respectively.

9. GOODWILL

The carrying amount of goodwill by segment at December 31, 2006 and 2005, was (i) agricultural of $6.9 million, (ii) earthmoving/construction of $3.6 million, and (iii) consumer of $1.2 million.

The Company reviews goodwill to assess recoverability from future operations during the fourth quarter of each annual reporting period, and whenever events and circumstances indicate that the carrying values may not be recoverable as required by the adoption of SFAS No. 142, Goodwill and Other Intangible Assets. Based on a discounted cash flow method at December 31, 2006, the Company’s computation showed no impairment. There can be no assurance that future goodwill tests will not result in an impairment charge.

F-16

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. OTHER ASSETS

Other assets at December 31, 2006 and 2005, consisted of the following (in thousands):

	2006		2005
Deferred financing	$	7,534	$	4,014
Note receivable from Titan Europe Plc		0		5,191
Other		5,460		6,566
	$	12,994	$	15,771

The increase in deferred financing is the result of additional deferred financing related to the December 2006 issuance of the Company’s $200 million senior unsecured notes due 2012. The decrease in the note receivable is the result of Titan Europe Plc issuing additional shares to the Company in December 2006 in satisfaction of the note.

11. OTHER CURRENT LIABILITIES

Other current liabilities at December 31, 2006 and 2005, consisted of the following accruals (in thousands):

	2006		2005
Off-the-road acquisition	$	8,900	$	0
Wages and commissions		8,800		3,381
Warranty		4,688		1,838
Insurance		4,458		2,430
Other		10,096		4,104
	$	36,942	$	11,753

The off-the-road (OTR) acquisition liability is the remaining amount due on the Continental OTR asset acquisition after final settlement. The increase in wages and commissions results from the accrued wages for the Freeport and Bryan facilities. The employees of these facilities became part of Titan in 2006.

12. WARRANTY COSTS

The Company provides limited warranties on workmanship on its products in all market segments. The majority of the Company’s products have a limited warranty that ranges from zero to ten years with certain products being prorated after the first year. The Company calculates a provision for warranty expense based on past warranty experience. Warranty accruals are included as a component of other current liabilities on the Consolidated Balance Sheets. Changes in the warranty liability consisted of the following (in thousands):

	2006			2005
Warranty liability, January 1	$	1,838		$	1,762
Warranty assumed with asset purchase		1,800			0
Provision for warranty liabilities		5,534			2,622
Warranty payments made		(4,484	)		(2,546	)
Warranty liability, December 31	$	4,688		$	1,838

13. OTHER LONG-TERM LIABILITIES

Other long-term liabilities at December 31, 2006 and 2005, consisted of the following (in thousands):

	2006		2005
Accrued pension liabilities	$	8,682	$	15,476
Accrued employment liabilities		4,741		2,775
Other		2,412		2,464
	$	15,835	$	20,715

See Note 21 for additional information regarding the decrease in accrued pension liabilities. Accrued employment liabilities at December 31, 2006, includes approximately $2 million for contractual and performance obligations upon retirement for certain executive officers.

F-17

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

Long-term debt at December 31, 2006 and 2005, consisted of the following (in thousands):

	2006		2005
Senior unsecured notes	$	200,000	$	0
Revolving credit facility		0		99,100
Senior unsecured convertible notes		81,200		81,200
Industrial revenue bonds and other		10,164		22,159
		291,364		202,459
Less amounts due within one year		98		11,995
	$	291,266	$	190,464

Aggregate maturities of long-term debt are as follows (in thousands):

2007	$	98
2008		566
2009		81,200
2010		9,500
2011		0
Thereafter		200,000
	$	291,364

Senior unsecured notes

In December 2006, the Company closed its offering of $200 million 8% senior unsecured notes. The notes were sold at par and are due January 2012. Titan used the net proceeds from this offering to repay outstanding existing debt at the time of closing, excluding the 5.25 percent senior unsecured convertible notes. The outstanding balance on the Company’s revolving credit facility was paid down in December and had no cash borrowings at December 31, 2006. The Company anticipates paying off approximately $10 million of industrial revenue bonds in the first quarter of 2007 and will use the remaining cash for general corporate purposes.

Revolving credit facility

The Company’s revolving credit facility with agent LaSalle Bank National Association had a 2008 termination date and is collateralized by a first priority security interest in certain assets of Titan and its domestic subsidiaries. At December 31, 2006, the borrowings under the facility bore interest at a floating rate of prime rate plus 1.25% or LIBOR plus 2.75%. There were no borrowings under this facility at December 31, 2006. The facility contains certain financial covenants, restrictions and other customary affirmative and negative covenants. The Company is in compliance with these covenants and restrictions as of December 31, 2006.

Credit facility amendments

In October 2005, the revolving credit facility was amended. The amendment increased the revolving loan availability to $200 million from $100 million, extended the termination date to October 2008 from the previous termination date of July 2007 and removed General Electric Capital Corporation as a participant. In July 2006, upon the closing of Titan’s acquisition of the Continental OTR assets, the facility was amended increasing the loan availability from $200 million to $250 million.

Recent Development On February 8, 2007, the Company amended its revolving credit facility with LaSalle Bank National Association. The amendment extended the termination date to October 2009 (previously October 2008). The amendment also lowered borrowing rates, which will be based on a pricing grid. The borrowings under the facility will bear interest at a floating rate of LIBOR plus 1% to 2% (previously 2.75%). The amendment lowered the revolving loan availability from $250 million to $125 million with the ability to request an increase back to $250 million.

F-18

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Senior unsecured convertible notes

The $81.2 million of 5.25% senior unsecured convertible notes are due 2009. These notes are convertible into shares of the Company’s stock at any time on or before maturity at a conversion rate of 74.0741 shares per $1,000 principal amount of notes ($13.50 per common share), subject to adjustment. This conversion rate would convert all of the notes into approximately 6.0 million shares of the Company’s common stock. In June of 2005, Titan finalized a private transaction to exchange $33.8 million of the Company’s outstanding 5.25% senior unsecured convertible notes due 2009 for 3,022,275 shares of common stock as proposed to the Company by certain note holders. The Company recognized a noncash charge of $7.2 million in connection with this exchange in accordance with SFAS No. 84, “Induced Conversions of Convertible Debt,” during the second quarter of 2005.

Recent Development In January 2007, Titan filed a Form S-4 registration statement relating to an offer to the holders of the senior unsecured convertible notes to convert their notes into Titan’s common stock at an increased conversion rate. See Note 27 for additional information.

Industrial revenue bonds and other

Other debt primarily consists of industrial revenue bonds, loans from local and state entities, and other long-term notes. Maturity dates on this debt range from one to three years and interest rates ranged from 3% to 4% rate.

Recent Development In January 2007, the Company issued a notice of redemption for $9.5 million in industrial revenue bonds. These bonds, which were previously due February 2010, are expected to be redeemed in the first quarter of 2007.

Redemption of 8.75% senior subordinated notes

On July 26, 2004, the Company notified the trustee to redeem all of Titan’s outstanding 8.75% senior subordinated notes. On August 26, 2004, the Company redeemed all of the outstanding principal amount ($136.8 million) of these notes at a redemption price of 101.458% per note (expressed as a percentage of the principal amount).

Debt termination expenses

In connection with the termination of the Company’s prior revolving loan agreement and term loan, and in addition to the redemption of the 8.75% senior subordinated notes, Titan recorded expenses of $3.7 million in the third quarter of 2004. These expenses were related to the (i) redemption premium on the subordinated notes of $2.0 million, (ii) unamortized deferred financing fees of $1.5 million and (iii) prepayment penalty of $0.2 million.

15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) consisted of the following (in thousands) :

						Minimum			Unrecognized
	Currency			Unrealized		Pension			Losses and
	Translation			Gain on		Liability			Prior Service
	Adjustments			Investments		Adjustment			Cost			Total
Balance at January 1, 2005	$	1,985		$	0	$	(18,551	)	$	0		$	(16,566	)
Currency translation adjustments		(3,168	)		0		0			0			(3,168	)
Minimum pension liability adjustment, net of tax of $10		0			0		(18	)		0			(18	)
Balance at December 31, 2005		(1,183	)		0		(18,569	)		0			(19,752	)
Unrealized gain on investment net of tax of $3,299		0			6,126		0			0			6,126
Minimum pension liability adjustment, net of tax of $595		0			0		3,225			0			3,225
Adoption of SFAS No. 158, net of tax of $651		0			0		15,344			(16,405	)		(1,061	)
Balance at December 31, 2006	$	(1,183	)	$	6,126	$	0		$	(16,405	)	$	(11,462	)

F-19

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. STOCKHOLDERS’ EQUITY

In June of 2005, Titan finalized a private transaction to exchange $33.8 million of the Company’s outstanding 5.25% senior unsecured convertible notes due 2009 for 3,022,275 shares of common stock as proposed to the Company by certain note holders. The Company recognized a noncash charge of $7.2 million in connection with this exchange in accordance with SFAS No. 84, “Induced Conversions of Convertible Debt,” during the second quarter of 2005.

The Company is authorized by the Board of Directors to repurchase an additional 2.5 million common shares subject to debt agreement covenants. The Company paid cash dividends of $.02 per share of common stock per year for 2006, 2005 and 2004.

17. ROYALTY EXPENSE

The December 2005 Goodyear North American farm tire asset acquisition included a license agreement with The Goodyear Tire & Rubber Company to manufacture and sell certain off-highway tires in North America. Royalty expenses recorded for the year ended December 31, 2006, were $5.0 million. No royalty expense was recorded in 2005 and 2004, as this license agreement was not yet in place during those years.

18. GOODWILL IMPAIRMENT ON TITAN EUROPE

On April 7, 2004, Titan Luxembourg Sarl, a wholly-owned European subsidiary of the Company, sold 70% of the common stock of Titan Europe to the public on the AIM market in London. In the first quarter of 2004, the Company recognized a $3.0 million goodwill impairment charge on the pending sale of a majority interest in Titan Europe based on the valuation of Titan Europe inherent in the April 2004 public offering in accordance with the Company’s goodwill impairment policy. The April 2004 consideration for the entire Titan Europe offering was $89.5 million as compared to a book value of $92.5 million, resulting in a goodwill impairment charge of $3.0 million.

19. OTHER INCOME, NET

Other income consisted of the following (in thousands) :

	2006			2005			2004
Interest income	$	1,681		$	367		$	669
Dividend income — Titan Europe Plc		1,281			0			0
Foreign exchange gain (loss)		975			(1,338	)		537
Equity income — Titan Europe Plc		0			2,938			1,278
Other (expense)		(373	)		(1,009	)		(778	)
	$	3,564		$	958		$	1,706

Interest income for the year ended December 31, 2006, includes $1.1 million of interest income received in March 2006 regarding the final calculation of interest earned associated with restricted cash previously on deposit. As a result of decreased ownership percentage in Titan Europe Plc, effective December 2005, the Company no longer uses the equity method to account for its interest in Titan Europe Plc.

F-20

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20. INCOME TAXES

Income (loss) before income taxes, consisted of the following (in thousands) :

	2006		2005			2004
Domestic	$	5,310	$	(5,048	)	$	12,533
Foreign		3,264		2,163			2,682
	$	8,574	$	(2,885	)	$	15,215

The provision (benefit) for income taxes, was as follows (in thousands) :

	2006		2005			2004
Current
Federal	$	120	$	549		$	2,571
State		475		0			0
Foreign		183		87			1,537
		778		636			4,108
Deferred
Federal		2,442		(13,413	)		0
State		210		(1,150	)		0
Foreign		0		0			0
		2,652		(14,563	)		0
Provision (benefit) for income taxes	$	3,430	$	(13,927	)	$	4,108

The provision (benefit) for income taxes differs from the amount of income tax determined by applying the statutory U.S. federal income tax rate to pre-tax income (loss) as a result of the following:

	2006			2005			2004
Statutory U.S. federal tax rate		35.0	%		(35.0	)%		35.0	%
Valuation allowance		0.0			(488.7	)		(47.3	)
Nondeductible convertible debt conversion charge		0.0			87.7			0.0
Dyneer legal charge		0.0			(60.7	)		0.0
State tax rate change		0.0			21.2			0.0
Repatriation of foreign earnings, net of American Jobs Creation Act benefit		11.6			19.0			29.3
Nondeductible goodwill write-off		0.0			0.0			6.9
Foreign taxes, net		(12.0	)		(18.1	)		0.0
State taxes, net		6.2			(2.9	)		0.0
Other, net		(0.8	)		(5.2	)		3.1
Effective tax rate		40.0	%		(482.7	)%		27.0	%

Federal income taxes are provided on earnings of foreign subsidiaries except to the extent that such earnings are expected to be indefinitely reinvested abroad.

F-21

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2006 and 2005, are as follows (in thousands) :

	2006			2005
Deferred tax assets:
Net operating loss carryforward	$	12,618		$	14,120
Pension		4,501			5,619
Employee benefits and related costs		3,720			2,050
Allowance for bad debts		1,830			2,148
Inventory		1,351			459
EPA reserve		1,226			1,236
Warranty		1,112			699
Other		2,876			3,025
Deferred tax assets		29,234			29,356
Deferred tax liabilities:
Fixed assets		(16,534	)		(14,705	)
Unrealized gain on available-for-sale security		(8,937	)		(5,638	)
Foreign deferred gain		(2,453	)		(2,453	)
Deferred tax liabilities		(27,924	)		(22,796	)
Net deferred tax asset	$	1,310		$	6,560

The Company recorded an income tax expense of $3.4 million, an income tax benefit of $13.9 million and an income tax expense of $4.1 million for the years ended December 31, 2006, 2005 and 2004, respectively. As a result of several years of previous losses, the Company recorded a valuation allowance against its net deferred tax asset, consistent with the Company’s accounting policies. As a result of anticipated utilization of net operating loss carryforward in connection with its future Federal income tax filings, the Company recorded a tax benefit of $13.9 million in 2005 as a result of the reversal of the Company’s valuation allowance in accordance with SFAS 109. The Company’s net operating loss carryforward of approximately $32 million expires in 2023.

American Jobs Creation Act of 2004
In October 2004, the American Jobs Creation Act of 2004 was signed into law by the President of the United States of America. This legislation resulted in sweeping revisions to the U.S. Internal Revenue Code and related regulations. The Act provides for a number of changes, including providing taxpayers with an opportunity to repatriate foreign-source income in the U.S. if such repatriated income is invested in the U.S. under a properly approved domestic reinvestment plan. The repatriation provisions of this Act benefited the Company by preserving net operating loss carryforwards.

During 2004, prior to the passage of the Act, the Company had estimated a $15 million reduction to the valuation allowance related to its net deferred tax asset position. The $7.1 million reduction in this estimate at December 31, 2004, was due to the repatriation, under the provisions of the Act, of foreign earnings associated with the sale of a majority interest in Titan Europe. This repatriation under the Act allowed the Company to pay a current tax rate of 5.25% on the repatriated foreign earnings rather than utilizing net operating loss carryforwards.

F-22

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

21. EMPLOYEE BENEFIT PLANS

Pension plans

The Company has a frozen defined benefit pension plan covering certain employees of Titan Tire Corporation. The Company also has a frozen contributory defined benefit pension plan covering certain former eligible bargaining employees of its Walcott, Iowa, facility. Additionally, the Company maintains a contributory defined benefit plan that covered former eligible bargaining employees of Dico, Inc. This Dico plan purchased a final annuity settlement contract in October 2002. The Company’s policy is to fund pension costs as required by law, which is consistent with the funding requirements of federal laws and regulations.

The Company’s defined benefit plans have been aggregated in the following table. Included in the December 31, 2006, presentation are the Titan Tire and Walcott plans, which have a projected benefit obligation and accumulated benefit obligation of $68.8 million, exceeding the fair value of plan assets of $60.2 million at December 31, 2006. At December 31, 2005, these plans had a projected benefit obligation and accumulated benefit obligation of $71.8 million, exceeding the fair value of plan assets of $56.3 million. The projected benefit obligation and the accumulated benefit obligation are the same amount since the Plans are frozen and there are no future compensation levels to factor into the obligations. The Company absolved itself from the liabilities associated with the Dico plan with the purchase of a final annuity settlement contract in October 2002. Therefore, the plan no longer maintains a projected or accumulated benefit obligation. The fair value of the Dico plan assets was $0.5 million at December 31, 2006, 2005 and 2004.

The following table provides the change in benefit obligation, change in plan assets, funded status and amounts recognized in the consolidated balance sheet of the defined benefit pension plans as of December 31, 2006 and 2005 (in thousands):

	2006			2005
Change in benefit obligation:
Benefit obligation at beginning of year	$	71,796		$	75,748
Interest cost		3,934			4,158
Actuarial gain		(144	)		(1,342	)
Benefits paid		(6,742	)		(6,768	)
Benefit obligation at end of year	$	68,844		$	71,796
Change in plan assets:
Fair value of plan assets at beginning of year	$	56,802		$	57,985
Actual return on plan assets		6,578			1,753
Employer contributions		4,028			3,832
Benefits paid		(6,742	)		(6,768	)
Fair value of plan assets at end of year	$	60,666		$	56,802
Unfunded status at end of year	$	(8,178	)	$	(14,994	)
Unrecognized prior service cost					1,848
Unrecognized net loss					28,906
Unrecognized deferred tax liability					(337	)
Net amount recognized				$	15,423
Amounts recognized in consolidated balance sheet:
Current assets	$	0		$	n/a
Noncurrent assets		504			n/a
Noncurrent liabilities		(8,682	)		n/a
Prepaid benefit cost		n/a			483
Intangible asset		n/a			1,848
Accrued benefit costs		n/a			(15,476	)
Accumulated other comprehensive loss		n/a			28,568
Net amount recognized in the consolidated balance sheet	$	(8,178	)	$	15,423

F-23

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Amounts recognized in accumulated other comprehensive loss at December 31, 2006:

Unrecognized prior service cost	$	(1,711	)
Unrecognized net loss		(25,030	)
Unrecognized deferred tax liability		281
Deferred tax effect of unrecognized items		10,055
Net amount recognized in accumulated other comprehensive loss	$	(16,405	)

     The weighted-average assumptions used in the actuarial
     computation that derived the benefit obligations
     at December 31 were as follows:

	2006			2005
Discount rate		5.75	%		5.75	%
Expected long-term return on plan assets		8.50	%		8.50	%

The Company adopted SFAS No. 158 as of December 31, 2006. The incremental effect of applying SFAS No. 158 on individual line items in the consolidated balance sheet at December 31, 2006, is as follows (in thousands):

	Before application						After application
	of SFAS 158			Adjustments			of SFAS 158
Deferred tax asset	$	28,583		$	651		$	29,234
Other assets		14,705			(1,711	)		12,994
Accumulated other comprehensive loss, net of tax		(10,401	)		(1,061	)		(11,462	)
Total stockholders’ equity		188,238			(1,061	)		187,177

The following table provides the components of net periodic pension cost for the plans, settlement cost and the assumptions used in the measurement of the Company’s benefit obligation for the years ended December 31, 2006, 2005 and 2004 (in thousands):

     Components of net periodic benefit cost and other
     amounts recognized in other comprehensive income

	2006			2005			2004
Net periodic benefit cost:
Interest cost	$	3,934		$	4,158		$	4,465
Assumed return on assets		(4,673	)		(4,809	)		(4,394	)
Amortization of unrecognized prior service cost		137			137			136
Amortization of unrecognized deferred taxes		(56	)		(56	)		(56	)
Amortization of net unrecognized loss		1,848			1,754			1,609
Net periodic pension cost	$	1,190		$	1,184		$	1,760

The estimated net loss, prior service cost, and deferred taxes that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $1.6 million, $0.1 and $(0.1) million, respectively.

The weighted-average assumptions used in the actuarial computation that derived net periodic pension cost for the years ended December 31, 2006, 2005 and 2004:

	2006			2005			2004
Discount rate		5.75	%		5.75	%		6.25	%
Expected long-term return on plan assets		8.50	%		8.50	%		8.50	%

F-24

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The allocation of the fair value of plan assets was as follows:

	Percentage of Plan Assets						Target
	at December 31,						Allocation
Asset Category	2006			2005			2007
U.S. equities(a)		65	%		64	%		44% — 80	%
Fixed income		21	%		20	%		20% — 40	%
Cash and cash equivalents		5	%		8	%		0% — 20	%
International equities(a)		9	%		8	%		0% — 16	%
		100	%		100	%

(a) Total equities may not exceed 80% of total plan assets.

The Company invests in a diversified portfolio consisting of an array of asset classes in an attempt to maximize returns while minimizing volatility. These asset classes include U.S. equities, fixed income, cash and cash equivalents, and international equities. The investment objectives are to provide for the growth and preservation of plan assets on a long-term basis through investments in: (i) investment grade securities that provide investment returns that meet or exceed the Standard & Poor’s 500 Index and (ii) investment grade fixed income securities that provide investment returns that meet or exceed the Lehman Government / Corporate Index. The U.S. equities asset category included the Company’s common stock in the amount of $2.3 million (four percent of total plan assets) and $2.7 million (five percent of total plan assets) at December 31, 2006 and 2005, respectively.

The long-term rate of return for plan assets is determined using a weighted-average of long-term historical returns on cash and cash equivalents, fixed income securities, and equity securities considering the anticipated investment allocation within the plans. The expected return on plan assets is anticipated to be 8.5% over the long-term. This rate assumes historical returns of 10% for equities and 7% for fixed income securities using the plans’ target allocation percentages. Professional investment firms, none of which are Titan employees, manage the plan assets.

Although the 2007 minimum pension funding calculations are not finalized, the Company estimates those funding requirements will be approximately $5 million.

Projected benefit payments from the plans as of December 31, 2006, are estimated as follows (in thousands):

2007	$	6,170
2008		6,036
2009		5,927
2010		5,764
2011		5,578
2012-2016		26,460

401(k)

The Company sponsors four 401(k) retirement savings plans. One plan is for the benefit of substantially all employees who are not covered by a collective bargaining arrangement. Beginning in July of 2004, Titan provides a 25% matching contribution in the form of the Company’s common stock on the first 6% of the employee’s contribution in this plan. The Company issued 13,506 shares and 18,645 shares of treasury stock in connection with this 401(k) plan during 2006 and 2005, respectively. Expenses to the Company related to this 401(k) plan were $0.3 million for each of 2006 and 2005. There was no treasury stock issued or expense recorded for the 401(k) plan in 2004 as the Company used forfeited shares within the plan to satisfy matching contributions.

A second plan is for employees covered by a collective bargaining arrangement at Titan Tire Corporation and does not include a Company matching contribution. Employees are fully vested with respect to their contributions.

The Company’s third plan received a 401(k) plan transfer in 2006 for the employees covered by a collective bargaining agreement of Titan Tire Corporation of Freeport. This plan does not include a Company matching contribution. Employees are fully vested with respect to their contributions.

F-25

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Previously, the Company adopted 401(k) plans for the employees of Titan Tire Corporation of Texas and the employees of Titan Tire Corporation of Natchez. These plans relate to the non-operational facilities in Brownsville, Texas, and Natchez, Mississippi. The matching contributions on these 401(k) plans were discontinued in November 2003.

22. STOCK OPTION PLANS

On January 1, 2006, the Company adopted SFAS 123(R), “Share-Based Payment,” using the modified prospective method of adoption, which does not require restatement of prior periods. The Company previously applied the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations in accounting for share-based option awards. SFAS 123(R) requires companies to estimate the fair value of share-based option awards on the date of the grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the vesting period. No stock-based compensation expense was recorded during 2006, 2005 or 2004. See Note 1 for 2005 pro forma information illustrating the effect on net income and income per share if the Company had applied the provisions of SFAS 123(R). The Company granted no options during 2006 or 2004. All previously granted options were fully vested before January 1, 2006.

In accordance with SFAS 123(R), cash flows from income tax benefits resulting from tax deductions in excess of compensation cost recognized for share-based option awards have been classified as financing cash flows prospectively from January 1, 2006. Previously, these excess tax benefits were presented as operating cash flows.

Stock Incentive Plan

The Company adopted the 1993 Stock Incentive Plan (the Plan) to provide grants of stock options as a means of attracting and retaining qualified employees for the Company. There will be no additional issuance of stock options under this plan as it has expired. Options previously granted were fully vested in 2005 and expire 10 years from the grant date of the option.

Non-Employee Director Stock Option Plan

The Company adopted the 1994 Non-Employee Director Stock Option Plan (the Director Plan) to provide for grants of stock options as a means of attracting and retaining qualified independent directors for the Company. There will be no additional issuance of stock options under this plan as it has expired. Options previously granted were fully vested in 2005 and expire 10 years from the grant date of the option.

2005 Equity Incentive Plan

The Company adopted the 2005 Equity Incentive Plan to provide stock options as a means of attracting and retaining qualified independent directors and employees for the Company. A total of 2.1 million shares are reserved for the plan. The exercise price of stock options may not be less than the fair market value of the common stock on the date of the grant. The vesting and term of each option is set by the Board of Directors. In 2006 no options were granted under this plan. In 2005, a total of 890,380 options were granted under this plan. These options were fully vested in 2005 and expire 10 years from the grant date of the option.

Stock options outstanding and exercisable as of December 31, 2006, were as follows:

		Options Outstanding				Options Exercisable
	Weighted Average	Number of		Weighted Average		Number of		Weighted Average
Price Range	Contractual Life	Options		Exercise Price		Options		Exercise Price
$4.54-$6.69	4.3 years		135,000	$	5.47		135,000	$	5.47
$8.00-$9.50	2.2 years		169,870	$	8.40		169,870	$	8.40
$12.75-$14.45	6.6 years		389,215	$	13.35		389,215	$	13.35
$16.00-$18.00	7.1 years		455,975	$	17.37		455,975	$	17.37
			1,150,060	$	13.29		1,150,060	$	13.29

F-26

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of activity in the stock option plans for 2004, 2005 and 2006:

	Shares Subject			Weighted- Average
	to Option			Exercise Price
Outstanding, January 1, 2004		948,650		$	11.29
Granted		0			—	(a)
Exercised		(23,570	)		8.00
Canceled/Expired		(122,690	)		12.16
Outstanding, December 31, 2004		802,390			11.25
Granted		890,380			15.20
Exercised		(135,860	)		11.04
Canceled/Expired		(9,400	)		13.47
Outstanding, December 31, 2005		1,547,510			13.53
Granted		0			—	(a)
Exercised		(382,190	)		14.15
Canceled/Expired		(15,260	)		16.00
Outstanding, December 31, 2006		1,150,060		$	13.29

(a) The Company granted no options during 2004 or 2006.

The total intrinsic value of options exercised in 2006 was $1.7 million. Cash received from the exercise of options was $5.4 million for 2006. The tax benefit realized for the tax deductions from options exercised was $0.6 million for 2006.

The Company currently uses treasury shares to satisfy any stock option exercises. At December 31, 2006, the Company had 10.7 million shares of treasury stock.

23. LEASE COMMITMENTS

The Company leases certain buildings and equipment under operating leases. Certain lease agreements provide for renewal options, fair value purchase options, and payment of property taxes, maintenance and insurance by the Company. Total rental expense was $3.2 million, $3.2 million and $2.9 million for the years ended December 31, 2006, 2005 and 2004, respectively.

At December 31, 2006, future minimum rental commitments under noncancellable operating leases with initial or remaining terms in excess of one year are as follows (in thousands) :

2007	$	2,575
2008		1,525
2009		962
2010		660
2011		349
Thereafter		0
Total future minimum lease payments	$	6,071

F-27

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

24. LITIGATION

The Company is a party to routine legal proceedings arising out of the normal course of business. Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, the Company believes at this time that none of these actions, individually or in the aggregate, will have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company. However, due to the difficult nature of predicting future legal claims, the Company cannot anticipate or predict the material adverse effect on its consolidated financial condition, results of operations or cash flows as a result of efforts to comply with or its liabilities pertaining to legal judgments.

25. CONCENTRATION OF CREDIT RISK

Net sales to Deere & Company in Titan’s agricultural, earthmoving/construction and consumer markets represented 17%, 20% and 22% of the Company’s consolidated revenues for the years ended December 31, 2006, 2005 and 2004, respectively. Net sales to CNH Global N.V. in Titan’s three markets represented 11% of the Company’s consolidated revenues for each of the years ended December 31, 2006, 2005 and 2004. No other customer accounted for more than 10% of Titan’s net sales in 2006, 2005 or 2004.

26. RELATED PARTY TRANSACTIONS

The Company sells products and pays commissions to companies controlled by persons related to the chief executive officer of the Company. During 2006, 2005 and 2004, sales of Titan product to these companies were approximately $6.4 million, $6.5 million and $4.6 million, respectively. On other sales referred to Titan from these manufacturing representative companies, commissions were approximately $2.0 million, $1.6 million and $1.5 million during 2006, 2005 and 2004, respectively. These sales and commissions were made in the ordinary course of business and were made on terms no less favorable to Titan than comparable sales and commissions to unaffiliated third parties. At December 31, 2006 and 2005, Titan had trade receivables of approximately $0.6 million and $0.9 million due from these companies, respectively.

27. RECENT DEVELOPMENTS

Convertible Note Conversion Offer

In January 2007, the Company filed a registration statement relating to an offer to the holders of its 5.25% senior unsecured convertible notes due 2009 to convert their notes into Titan’s common stock at an increased conversion rate (the “Conversion Offer”). Per the Offer, each $1,000 principal amount of notes is convertible into 81.0000 shares of common stock, which is equivalent to a conversion price of approximately $12.35 per share. The offering price set forth will not include accrued interest; therefore, no accrued interest will be paid on the notes that accept this offering. Prior to the Offer, each $1,000 principal amount of notes was convertible into 74.0741 shares of common stock, which was equivalent to a conversion price of approximately $13.50 per share. The registration statement relating to the shares of common stock to be offered was declared effective on February 21, 2007. The offer is scheduled to expire on March 20, 2007, unless extended or terminated.

Credit Facility Amendment

On February 8, 2007, the Company amended its revolving credit facility with LaSalle Bank National Association. The amendment extended the termination date to October 2009 (previously October 2008). The amendment also lowered borrowing rates, which will be based on a pricing grid. The borrowings under the facility will bear interest at a floating rate of LIBOR plus 1% to 2% (previously 2.75%). The amendment lowered the revolving loan availability from $250 million to $125 million with the ability to request an increase back to $250 million.

F-28

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

28. SEGMENT AND GEOGRAPHICAL INFORMATION

The Company has aggregated its operating units into reportable segments based on its three customer markets: agricultural, earthmoving/construction and consumer. These segments are based on the information used by the chief executive officer and chief operating officer to make certain operating decisions, allocate portions of capital expenditures and assess segment performance. The accounting policies of the segments are the same as those described in Note 1, “Description of Business and Significant Accounting Policies.” Segment external revenues, expenses and income from operations are determined on the basis of the results of operations of operating units of manufacturing facilities. Segment assets are generally determined on the basis of the tangible assets located at such operating units’ manufacturing facilities and the intangible assets associated with the acquisitions of such operating units. However, certain operating units’ goodwill and property, plant and equipment balances are carried at the corporate level.

Titan is organized primarily on the basis of products being included in three marketing segments, with each reportable segment including wheels, tires and wheel/tire assemblies.

The table below presents information about certain revenues and expenses, income (loss) from operations and segment assets used by the chief operating decision maker of the Company as of and for the years ended December 31, 2006, 2005 and 2004 (in thousands) :

			Earthmoving/				Reconciling			Consolidated
	Agricultural		Construction		Consumer		Items			Totals
2006
Revenues from external customers	$	421,096	$	183,357	$	75,001	$	0		$	679,454
Depreciation & amortization		15,324		7,402		1,409		2,715	(a)		26,850
Income (loss) from operations		27,351		21,837		1,655		(28,832	)(b)		22,011
Total assets		273,787		145,964		22,678		142,697	(c)		585,126
Capital expenditures		5,184		2,192		339		567	(d)		8,282
2005
Revenues from external customers	$	310,361	$	131,982	$	27,790	$	0		$	470,133
Depreciation & amortization		11,738		5,183		1,447		2,378	(a)		20,746
Income (loss) from operations		31,750		17,664		1,825		(39,240	)(b)		11,999
Total assets		239,581		89,241		22,963		88,971	(c)		440,756
Capital expenditures		3,365		1,615		230		1,542	(d)		6,752
2004
Revenues from external customers	$	316,235	$	160,297	$	34,039	$	0		$	510,571
Depreciation & amortization		12,084		6,980		1,585		4,258	(a)		24,907
Income (loss) from operations		38,585		16,627		1,891		(23,781	)(b)		33,322
Total assets		173,335		78,116		17,211		85,504	(c)		354,166
Capital expenditures		2,493		1,417		185		233	(d)		4,328

(a)	Represents depreciation expense related to property, plant and equipment carried at the corporate level.
(b)	Represents corporate expenses including those referred to in (a). Includes Dyneer legal charge of $15.2 million in 2005.
(c)	Represents property, plant and equipment and goodwill related to certain acquisitions and other corporate assets. Approximately $37 million of the increase in 2006 from 2005 related to the higher 2006 year-end cash balance.
(d)	Represents corporate capital expenditures.

F-29

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below presents information by geographic area as of and for the years ended December 31, 2006, 2005 and 2004 (in thousands) :

	United				Other		Consolidated
	States		Italy		Countries		Totals
2006
Revenues from external customers	$	679,454	$	0	$	0	$	679,454
Long-lived assets(a)		196,318		0		0		196,318
2005
Revenues from external customers	$	470,133	$	0	$	0	$	470,133
Long-lived assets(b)		152,084		0		0		152,084
2004
Revenues from external customers	$	461,125	$	29,584	$	19,862	$	510,571
Long-lived assets(c)		92,346		0		0		92,346

(a)	Idled assets marketed for sale in the amount of $14 million reclassed/included in the 2006 long-lived assets.
(b)	Idled assets marketed for sale in the amount of $18 million are not included in the 2005 long-lived assets.
(c)	Idled assets marketed for sale in the amount of $31 million are not included in the 2004 long-lived assets.

F-30

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

29. EARNINGS PER SHARE

Earnings per share for 2006, 2005 and 2004, are (amounts in thousands, except share and per share data) :

			Weighted- average		Per share
	Net income		shares		Amount
2006
(b) Basic earnings per share	$	5,144		19,701,614	$	.26
(c)
(d) Effect of stock options		0		342,685
(e)
(f) Diluted earnings per share(a)	$	5,144		20,044,299	$	.26
(g)
2005
(h) Basic earnings per share	$	11,042		18,052,946	$	.61
(i)
(j) Effect of stock options		0		230,663
(k)
(l) Diluted earnings per share(b)	$	11,042		18,283,609	$	.60
2004
(m) Basic earnings per share	$	11,107		17,798,483	$	.62
(n)
(o) Effect of stock options		0		75,247
(p) Effect of convertible notes		2,137		3,700,669
(q)
(r) Diluted earnings per share	$	13,244		21,574,399	$	.61

(a) The effect of convertible notes has not been included as they were anti-dilutive. The weighted-average share amount excluded for convertible notes totaled 6,014,815 shares.

(b) The effect of convertible notes has not been included as they were anti-dilutive. The weighted-average share amount excluded for convertible notes totaled 7,146,627 shares.

F-31

TITAN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

30. SUPPLEMENTARY DATA — QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

(All amounts in thousands, except per share data)

Quarter ended	March 31							December 31			December 31
2006
Net sales	$	182,577	$	175,194		$	156,120	$	165,563		$	679,454
Gross profit		31,114		22,442			17,080		2,142			72,778
Net income (loss)		8,593		5,603			488		(9,540	)		5,144
Per share amounts:
Basic		.44		.28			.02		(.48	)		.26
Diluted (a)		.36		.24			.02		(.48	)		.26
2005
Net sales	$	136,129	$	134,709		$	102,712	$	96,583		$	470,133
Gross profit		24,081		22,502			10,973		6,654			64,210
Net income (loss)		11,201		4,200	(b)		1,182		(5,541	)		11,042
Per share amounts: (a)
Basic		.68		.25	(b)		.06		(.28	)		.61
Diluted		.51		.23	(b)		.06		(.28	)		.60

(a)	As a result of the variances in the outstanding share balances, the year-end per share amounts do not agree to the sum of the quarters.
(b)	Noncash convertible debt conversion charge of $7.2 million was included in the quarter ended June 30, 2005.

F-32

31. SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (REQUIRED IN CONNECTION WITH REGISTRATION OF SENIOR UNSECURED NOTES)

The Company’s $200 million 8% senior unsecured notes are guaranteed by each of Titan’s current and future wholly owned domestic subsidiaries other than its immaterial subsidiaries (subsidiaries with total assets less than $250,000 and total revenues less than $250,000.) The note guarantees are joint and several obligations of the guarantors. Non-guarantors consist primarily of foreign subsidiaries of the Company, which are organized outside the United States of America. The following condensed consolidating financial statements are presented using the equity method of accounting. The subsidiary guarantor condensed consolidating financial statements were not required to be included in Titan’s 2006 Form 10-K as the $200 million notes were not registered securities.

TITAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2006
(All amounts in thousands)

	Titan
	International,						Non-
	Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	0		$	679,454		$	0		$	0		$	679,454
Cost of sales		(194	)		606,870			0			0			606,676
Gross profit		194			72,584			0			0			72,778
Selling, general and administrative expenses		15,031			26,967			144			0			42,142
Royalty expense		0			5,001			0			0			5,001
Idled assets marketed for sale depreciation		0			3,624			0			0			3,624
(Loss) income from operations		(14,837	)		36,992			(144	)		0			22,011
Interest expense		(16,553	)		(448	)		0			0			(17,001	)
Intercompany interest income (expense)		4,495			(5,457	)		962			0			0
Other income, net		432			686			2,446			0			3,564
(Loss) income before income taxes		(26,463	)		31,773			3,264			0			8,574
(Benefit) provision for income taxes		(10,585	)		12,709			1,306			0			3,430
Equity in earnings of subsidiaries		21,022			0			0			(21,022	)		0
Net income	$	5,144		$	19,064		$	1,958		$	(21,022	)	$	5,144

F-33

TITAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
(All amounts in thousands)

	Titan
	International,						Non-
	Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	0		$	470,133		$	0		$	0		$	470,133
Cost of sales		312			405,611			0			0			405,923
Gross (loss) profit		(312	)		64,522			0			0			64,210
Selling, general and administrative expenses		11,874			20,247			149			0			32,270
Dyneer legal charge		0			15,205			0			0			15,205
Idled assets marketed for sale depreciation		0			4,736			0			0			4,736
(Loss) income from operations		(12,186	)		24,334			(149	)		0			11,999
Interest expense		(8,426	)		(191	)		0			0			(8,617	)
Noncash convertible debt conversion charge		(7,225	)		0			0			0			(7,225	)
Intercompany interest income (expense)		4,644			(5,098	)		454			0			0
Other (expense) income, net		(606	)		(294	)		1,858			0			958
(Loss) income before income taxes		(23,799	)		18,751			2,163			0			(2,885	)
Benefit for income taxes		0			(13,927	)		0			0			(13,927	)
Equity in earnings of subsidiaries		34,841			0			0			(34,841	)		0
Net income	$	11,042		$	32,678		$	2,163		$	(34,841	)	$	11,042

TITAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
(All amounts in thousands)

	Titan
	International,						Non-
	Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	0		$	461,125		$	49,446		$	0		$	510,571
Cost of sales		2,011			387,886			41,174			0			431,071
Gross (loss) profit		(2,011	)		73,239			8,272			0			79,500
Selling, general and administrative expenses		11,167			21,752			4,996			0			37,915
Idled assets marketed for sale depreciation		0			5,275			0			0			5,275
Goodwill impairment on Titan Europe		0			0			2,988			0			2,988
(Loss) income from operations		(13,178	)		46,212			288			0			33,322
Interest expense		(15,616	)		(41	)		(502	)		0			(16,159	)
Debt termination expense		(3,654	)		0			0			0			(3,654	)
Intercompany interest income (expense)		3,976			(4,747	)		771			0			0
Other income (expense), net		258			(677	)		2,125			0			1,706
(Loss) income before income taxes		(28,214	)		40,747			2,682			0			15,215
(Benefit) provision for income taxes		(7,618	)		11,002			724			0			4,108
Equity in earnings of subsidiaries		31,703			0			0			(31,703	)		0
Net income	$	11,107		$	29,745		$	1,958		$	(31,703	)	$	11,107

F-34

TITAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING CONDENSED BALANCE SHEETS
DECEMBER 31, 2006
(All amounts in thousands)

	Titan
	International,						Non-
	Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	33,220		$	69		$	123		$	0		$	33,412
Accounts receivable		(38	)		73,920			0			0			73,882
Inventories		0			154,604			0			0			154,604
Deferred income taxes		1,095			28,139			0			0			29,234
Prepaid and other current assets		2,842			15,897			62			0			18,801
Total current assets		37,119			272,629			185			0			309,933
Property, plant and equipment, net		1,279			183,337			0			0			184,616
Investment in Titan Europe Plc		25,534			0			40,347			0			65,881
Goodwill		0			11,702			0			0			11,702
Investment in subsidiaries		14,517			0			0			(14,517	)		0
Intercompany assets		406,017			0			0			(406,017	)		0
Other assets		8,802			4,192			0			0			12,994
Total assets	$	493,268		$	471,860		$	40,532		$	(420,534	)	$	585,126
Liabilities and Stockholders’ Equity
Current liabilities
Short-term debt	$	0		$	98		$	0		$	0		$	98
Accounts payable		1,058			24,826			0			0			25,884
Other current liabilities		3,437			33,509			(11	)		7			36,942
Total current liabilities		4,495			58,433			(11	)		7			62,924
Long-term debt		290,700			566			0			0			291,266
Deferred income taxes		8,874			16,597			2,453			0			27,924
Other long-term liabilities		2,022			13,796			17			0			15,835
Intercompany liabilities		0			398,856			7,168			(406,024	)		0
Stockholders’ equity		187,177			(16,388	)		30,905			(14,517	)		187,177
Total liabilities and stockholders’ equity	$	493,268		$	471,860		$	40,532		$	(420,534	)	$	585,126

F-35

TITAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING CONDENSED BALANCE SHEETS
DECEMBER 31, 2005
(All amounts in thousands)

	Titan
	International,						Non-
	Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	59		$	49		$	484	$	0		$	592
Accounts receivable		(20	)		47,132			0		0			47,112
Inventories		0			122,692			0		0			122,692
Deferred income taxes		1,211			18,930			0		0			20,141
Prepaid and other current assets		1,438			14,012			180		0			15,630
Total current assets		2,688			202,815			664		0			206,167
Property, plant and equipment, net		1,869			138,513			0		0			140,382
Idled assets marketed for sale		0			18,267			0		0			18,267
Investment in Titan Europe Plc		16,109			0			32,358		0			48,467
Goodwill		0			11,702			0		0			11,702
Investment in subs		3,417			0			0		(3,417	)		0
Intercompany assets		337,037			0			0		(337,037	)		0
Other assets		5,479			3,177			7,115		0			15,771
Total assets	$	366,599		$	374,474		$	40,137	$	(340,454	)	$	440,756
Liabilities and Stockholders’ Equity
Current liabilities
Short-term debt	$	0		$	11,995		$	0	$	0		$	11,995
Accounts payable		677			23,758			0		0			24,435
Other current liabilities		2,656			9,085			8		4			11,753
Total current liabilities		3,333			44,838			8		4			48,183
Long-term debt		189,800			664			0		0			190,464
Deferred income taxes		5,621			5,507			2,453		0			13,581
Other long-term liabilities		32			20,621			62		0			20,715
Intercompany liabilities		0			327,251			9,790		(337,041	)		0
Stockholders’ equity		167,813			(24,407	)		27,824		(3,417	)		167,813
Total liabilities and stockholders’ equity	$	366,599		$	374,474		$	40,137	$	(340,454	)	$	440,756

F-36

TITAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2006
(All amounts in thousands)

	Titan
	International,						Non-
	Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Consolidated
Net cash provided by (used for) operating activities	$	7,691		$	(15,492	)	$	2,261		$	(5,540	)
Cash flows from investing activities:
Continental off-the-road (OTR) asset acquisition		0			(44,642	)		0			(44,642	)
Capital expenditures		(390	)		(7,892	)		0			(8,282	)
Other, net		149			49			0			198
Net cash used for investing activities		(241	)		(52,485	)		0			(52,726	)
Cash flows from financing activities:
Proceeds from borrowings		200,000			0			0			200,000
Payment of debt		0			(11,995	)		0			(11,995	)
Payment on revolving credit facility, net		(99,100	)		0			0			(99,100	)
Proceeds from exercise of stock options		5,407			0			0			5,407
Excess tax benefit from stock options exercised		646			0			0			646
Payment of financing fees		(3,725	)		0			0			(3,725	)
Dividends paid		(393	)		0			0			(393	)
Intercompany activities		(77,370	)		79,992			(2,622	)		0
Other, net		246			0			0			246
Net cash provided by (used for) financing activities		25,711			67,997			(2,622	)		91,086
Net increase (decrease) in cash and cash equivalents		33,161			20			(361	)		32,820
Cash and cash equivalents, beginning of year		59			49			484			592
Cash and cash equivalents, end of year	$	33,220		$	69		$	123		$	33,412

F-37

TITAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2005
(All amounts in thousands)

	Titan
	International,						Non-
	Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Consolidated
Net cash provided by operating activities	$	12,589		$	8,590		$	1,720		$	22,899
Cash flows from investing activities:
Goodyear North American farm tire acquisition		0			(100,000	)		0			(100,000	)
Capital expenditures		(882	)		(5,870	)		0			(6,752	)
Decrease in restricted cash deposits		24,500			0			0			24,500
Asset disposals		0			5,509			0			5,509
Net cash provided by (used for) investing activities		23,618			(100,361	)		0			(76,743	)
Cash flows from financing activities:
Payment of debt		0			(1,296	)		0			(1,296	)
Proceeds on revolving credit facility, net		54,700			0			0			54,700
Proceeds from exercise of stock options		1,500			0			0			1,500
Payment of financing fees		(1,500	)		0			0			(1,500	)
Dividends paid		(358	)		0			0			(358	)
Intercompany activities		(90,792	)		93,060			(2,268	)		0
Other, net		260			0			0			260
Net cash (used for) provided by financing activities		(36,190	)		91,764			(2,268	)		53,306
Net increase (decrease) in cash and cash equivalents		17			(7	)		(548	)		(538	)
Cash and cash equivalents, beginning of year		42			56			1,032			1,130
Cash and cash equivalents, end of year	$	59		$	49		$	484		$	592

F-38

TITAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2004
(All amounts in thousands)

	Titan
	International,						Non-
	Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Consolidated
Net cash provided by (used for) operating activities	$	13,999		$	15,509		$	(11,359	)	$	18,149
Cash flows from investing activities:
Capital expenditures		(12	)		(3,046	)		(1,270	)		(4,328	)
Decrease in restricted cash deposits		0			24,609			0			24,609
Titan Europe Plc sale		0			0			40,757			40,757
Asset disposals		0			1,354			0			1,354
Other, net		131			(131	)		0			0
Net cash provided by investing activities		119			22,786			39,487			62,392
Cash flows from financing activities:
Proceeds from borrowings		115,000			0			348			115,348
Payment of debt		(223,175	)		(225	)		(2,125	)		(225,525	)
Proceeds on revolving credit facility, net		44,400			0			0			44,400
Repurchase of common stock		(15,000	)		0			0			(15,000	)
Payment of financing fees		(4,788	)		0			0			(4,788	)
Dividends paid		(375	)		0			0			(375	)
Intercompany activities		67,985			(38,061	)		(29,924	)		0
Other, net		189			0			0			189
Net cash used for financing activities		(15,764	)		(38,286	)		(31,701	)		(85,751	)
Effect of exchange rate changes on cash		0			0			(216	)		(216	)
Net decrease in cash and cash equivalents		(1,646	)		9			(3,789	)		(5,426	)
Cash and cash equivalents, beginning of year		1,688			47			4,821			6,556
Cash and cash equivalents, end of year	$	42		$	56		$	1,032		$	1,130

F-39

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

     We are incorporated under the laws of the State of Illinois. Section 8.75 of the Illinois Business Corporation Act of 1983, as amended (the “IBCA”) and Article Eleven of the registrant’s By-Laws provide for indemnification of our directors and officers and certain other persons, and Article Five of our Articles of Incorporation provides for a limitation of director liability. Under Section 8.75 of the IBCA, our directors and officers may be indemnified by us against all expenses incurred in connection with actions (including, under certain circumstances, derivative actions) brought against such director or officer by reason of his or her status as our representative, or by reason of the fact that such director or officer serves or served as a representative of another entity at our request, so long as the director or officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests.

     As permitted under Section 8.75 of the IBCA, our By-Laws provide that we shall indemnify directors and officers against all expenses incurred in connection with actions (including derivative actions) brought against such director or officer by reason of the fact that he or she is or was our director or officer, or by reason of the fact that such director or officer serves or served as an employee or agent of any entity at our request, unless the act or failure to act on the part of the director or officer giving rise to the claim for indemnification is determined by a court in a final, binding adjudication to have constituted willful misconduct or recklessness.

     Our Articles of Incorporation limit the liability of a director to us or our stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that the Articles do not eliminate or limit director liability for any breach of the director’s duty of loyalty to us or our stockholders, for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, under Section 8.65 of the IBCA (relating to unlawful distributions), or for any transaction from which the director derived an improper personal benefit.

     Insurance is maintained on a regular basis against liabilities arising on the part of our directors and officers out of their performance in such capacities or arising on our part out of the foregoing indemnification provisions, subject to certain exclusions and to the policy limits.

Item 21. Exhibits and Financial Statement Schedules

          (a) Exhibits

Exhibit
Number	Description
3.1	Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarterly period ended September 30, 1998 (No. 001-12936))

II-1

Exhibit
Number	Description
3.2	Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-4 (No. 33-69228)
3.3*	Titan Marketing Services, Inc. articles of incorporation
3.4*	Titan Marketing Services, Inc. bylaws
3.5*	Titan Wheel Corporation of Illinois articles of incorporation
3.6*	Titan Wheel Corporation of Illinois bylaws
3.7*	Titan Wheel Corporation of Iowa articles of incorporation
3.8*	Titan Wheel Corporation of Iowa bylaws
3.9*	Titan Wheel Corporation of South Carolina articles of incorporation
3.10*	Titan Wheel Corporation of South Carolina bylaws
3.11*	Titan Wheel Corporation of Virginia articles of incorporation
3.12*	Titan Wheel Corporation of Virginia bylaws
3.13*	Titan Investment Corporation articles of incorporation
3.14*	Titan Investment Corporation bylaws
3.15*	Titan Tire Corporation articles of incorporation
3.16*	Titan Tire Corporation bylaws
3.17*	Titan Tire Corporation of Bryan initial articles of incorporation
3.18*	Titan Tire corporation of Bryan bylaws
3.19*	Titan Tire Corporation of Freeport articles of incorporation
3.20*	Titan Tire Corporation of Freeport bylaws
3.21*	Titan Tire Corporation of Natchez articles of incorporation
3.22*	Titan Tire Corporation of Natchez bylaws
3.23*	Titan Tire Corporation of Texas articles of incorporation

II-2

Exhibit
Number	Description
3.24*	Titan Tire Corporation of Texas bylaws
3.25*	Titan Distribution Inc. articles of incorporation
3.26*	Titan Distribution Inc. bylaws
3.27*	Dyneer Corporation certificate of incorporation
3.28*	Dyneer Corporation bylaws
3.29*	Dico, Inc. certificate of incorporation
3.30*	Dico, Inc. bylaws
3.31*	Automotive Wheels, Inc. articles of incorporation
3.32*	Automotive Wheels, Inc. bylaws
3.33*	Nieman’s, Ltd. articles of incorporation
3.34*	Nieman’s, Ltd. Bylaws
4.1*	Indenture between the Company, the Guarantors party thereto and U.S. Bank National Association dated December 28, 2006
4.2*	Form of 8% Senior Unsecured Note due 2012 (included as Exhibit A1 of Exhibit 4.1)
4.3*	Form of Guarantee relating to the 8% Senior Notes due 2012 (included as Exhibit E of Exhibit 4.1)
4.4*	Exchange and Registration Rights Agreement, dated as of December 28, 2006, by and among the Company, the Guarantors and Goldman, Sachs & Co.
5.1*	Opinion of Bodman LLP
5.2*	Opinion of Schmeideskamp, Robertson, Neu & Mitchell
8.1*	Tax Opinion of Bodman LLP
12.1*	Statement re Computation of Ratios
23.1*	Consent of PricewaterhouseCoopers LLP
23.2*	Consent of Bodman LLP (included in Exhibit 5.1)
23.3*	Consent of Schmeideskamp, Robertson, Neu & Mitchell

II-3

Exhibit
Number	Description
	(included in Exhibit 5.2)
24.1*	Power of Attorney (included in signature page)
25.1*	Statement of eligibility of trustee
99.1*	Letter of Transmittal
99.2*	Form of Notice of Guaranteed Delivery
99.3*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.4*	Form of Letter to Clients

* Filed herewith.

Item 21. Undertakings

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 20 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim of indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

     (6) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

     (7) To supply by means of a post-effective amendment all information concerning a transaction that was not the subject of and included in the registration statement when it became effective.

II-5

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan International, Inc. (Registrant)
By:	/s/ CHERI T. HOLLEY
	Name:	Cheri T. Holley
	Title:	Vice President, Secretary, and General Counsel

POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints Cheri T. Holley and Kent W. Hackamack, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR.  Maurice M. Taylor Jr.	Chief Executive Officer and Chairman (Principal Executive Officer)	April 3, 2007
/s/ KENT W. HACKAMACK  Kent W. Hackamack	Vice President of Finance and Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 3, 2007

II-6

SIGNATURE	TITLE	DATE
/s/ ERWIN H. BILLIG  Erwin H. Billig	Director	April 3, 2007
/s/ EDWARD J. CAMPBELL  Edward J. Campbell	Director	April 3, 2007
/s/ RICHARD M. CASHIN JR.  Richard M. Cashin Jr.	Director	April 3, 2007
/s/ ALBERT J. FEBBO  Albert J. Febbo	Director	April 3, 2007
/s/ MITCHELL I. QUAIN  Mitchell I. Quain	Director	April 3, 2007
/s/ ANTHONY L. SOAVE  Anthony L. Soave	Director	April 3, 2007

II-7

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Marketing Services, Inc. (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR.  Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-8

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Wheel Corporation of Illinois (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR.  Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-9

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Wheel Corporation of Iowa (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR.  Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-10

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Wheel Corporation of South Carolina (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR.  Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-11

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Wheel Corporation of Virginia (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR.  Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-12

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Investment Corporation (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR. Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-13

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Tire Corporation (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR. Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-14

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Tire Corporation of Bryan (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR. Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-15

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Tire Corporation of Freeport (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR. Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-16

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Tire Corporation of Natchez (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR. Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-17

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Tire Corporation of Texas (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR. Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-18

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Titan Distribution Inc. (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR. Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-19

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Dyneer Corporation (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR. Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-20

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Dico, Inc. (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR. Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-21

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Automotive Wheels, Inc. (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR. Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-22

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on April 3, 2007.

Nieman’s, Ltd. (Registrant)
By:	/s/ MAURICE M. TAYLOR JR.
	Name:	Maurice M. Taylor Jr.
	Title:	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ MAURICE M. TAYLOR JR. Maurice M. Taylor Jr.	Chief Executive Officer and Director (Principal Executive Officer)	April 3, 2007

II-23

Exhibit Index

Exhibit
Number	Description
3.1	Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarterly period ended September 30, 1998 (No. 001-12936))
3.2	Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-4 (No. 33-69228)
3.3*	Titan Marketing Services, Inc. articles of incorporation
3.4*	Titan Marketing Services, Inc. bylaws
3.5*	Titan Wheel Corporation of Illinois articles of incorporation
3.6*	Titan Wheel Corporation of Illinois bylaws
3.7*	Titan Wheel Corporation of Iowa articles of incorporation
3.8*	Titan Wheel Corporation of Iowa bylaws
3.9*	Titan Wheel Corporation of South Carolina articles of incorporation
3.10*	Titan Wheel Corporation of South Carolina bylaws
3.11*	Titan Wheel Corporation of Virginia articles of incorporation
3.12*	Titan Wheel Corporation of Virginia bylaws
3.13*	Titan Investment Corporation articles of incorporation
3.14*	Titan Investment Corporation bylaws
3.15*	Titan Tire Corporation articles of incorporation
3.16*	Titan Tire Corporation bylaws
3.17*	Titan Tire Corporation of Bryan initial articles of incorporation
3.18*	Titan Tire corporation of Bryan bylaws
3.19*	Titan Tire Corporation of Freeport articles of incorporation
3.20*	Titan Tire Corporation of Freeport bylaws

II-24

Exhibit
Number	Description
3.21*	Titan Tire Corporation of Natchez articles of incorporation
3.22*	Titan Tire Corporation of Natchez bylaws
3.23*	Titan Tire Corporation of Texas articles of incorporation
3.24*	Titan Tire Corporation of Texas bylaws
3.25*	Titan Distribution Inc. articles of incorporation
3.26*	Titan Distribution Inc. bylaws
3.27*	Dyneer Corporation certificate of incorporation
3.28*	Dyneer Corporation bylaws
3.29*	Dico, Inc. certificate of incorporation
3.30*	Dico, Inc. bylaws
3.31*	Automotive Wheels, Inc. articles of incorporation
3.32*	Automotive Wheels, Inc. bylaws
3.33*	Nieman’s, Ltd. articles of incorporation
3.34*	Nieman’s, Ltd. Bylaws
4.1*	Indenture between the Company, the Guarantors party thereto and U.S. Bank National Association dated December 28, 2006
4.2*	Form of 8% Senior Unsecured Note due 2012 (included as Exhibit A1 of Exhibit 4.1)
4.3*	Form of Guarantee relating to the 8% Senior Notes due 2012 (included as Exhibit E of Exhibit 4.1)
4.4*	Exchange and Registration Rights Agreement, dated as of December 28, 2006, by and among the Company, the Guarantors and Goldman, Sachs & Co.
5.1*	Opinion of Bodman LLP
5.2*	Opinion of Schmeideskamp, Robertson, Neu & Mitchell
8.1*	Tax Opinion of Bodman LLP
12.1*	Statement re Computation of Ratios

II-25

Exhibit
Number	Description
23.1*	Consent of PricewaterhouseCoopers LLP
23.2*	Consent of Bodman LLP (included in Exhibit 5.1)
23.3*	Consent of Schmeideskamp, Robertson, Neu & Mitchell (included in Exhibit 5.2)
24.1*	Power of Attorney (included in signature page)
25.1*	Statement of eligibility of trustee
99.1*	Letter of Transmittal
99.2*	Form of Notice of Guaranteed Delivery
99.3*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.4*	Form of Letter to Clients

* Filed herewith.

II-26

EX-3.3

                                                                     Exhibit 3.3

File Number 5816-720-7

                                STATE OF ILLINOIS
                                    OFFICE OF
                             THE SECRETARY OF STATE

Whereas, ARTICLES OF INCORPORATION OF TITAN MARKETING SERVICES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.

Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.

     In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this 24TH day
of JANUARY A.D. 1995 and of the Independence of the United States the two
hundred and 19TH.

(SEAL)


                                         /s/ George H. Ryan
                                         ---------------------------------------
                                         Secretary of State

C-212.1



Form BCA-2.10

                            ARTICLES OF INCORPORATION

                    This space for use by Secretary of State

(Rev. Jan, 1995)                                            SUBMIT IN DUPLICATE!
                                     (STAMP)
George H. Ryan                                             THIS SPACE FOR USE BY
Secretary of State                                           SECRETARY OF STATE
Department of Business Services
Springfield, IL 62756                                      Date 1-24-95
                                                           Franchise Tax $ 25
Payment must be made by                                    Filing Fee    $ 75
certified check, cashier's                                               ----
check, Illinois attorney's                                 Approved:     $100
check, Illinois C.P.A's check                                            ====
or money order, payable to
"Secretary of State."

1.   CORPORATE NAME: Titan Marketing Services, Inc.
     (The corporate name must contain the word "corporation", "company,"
     "incorporated," "limited" or an abbreviation thereof.)

2.   Initial Registered Agent:       Cheri           T.           Holley
                                  First Name   Middle Initial   Last name

     Initial Registered Office:      2701       Spruce Street
                                    Number         Street        Suite #

                                    Quincy        IL 62301        Adams
                                     City         Zip Code        County

3.   Purpose or purposes for which the corporation is organized:
     (If not sufficient space to cover this point, add one or more sheets of
     this size.)

     To engage in and to transact any and all lawful business for which
     corporations may be incorporated under the Illinois Business Corporation
     Act of 1983, as amended.

4.   Paragraph 1: Authorized Shares, issued Shares and Consideration Received:

                          Number
           Par Value     of Shares     Number of Shares    Consideration to be
Class      per Share    Authorized  Proposed to be Issued   Received Therefor
- ------  --------------  ---------------------------------  -------------------
common  $ no par value   l,000,000           1,000              $1,000.00
                                                                ---------
                                                        TOTAL = $1,000.00

Paragraph 2: The preferences, qualifications, limitations, restrictions and
special or relative rights in respect of the shares of each class are:
(If not sufficient space to cover this point, add one or more sheets of this
size.)

                                                                         (STAMP)

                                     (over)



5.   OPTIONAL: (a)  Number of directors constituting the initial board of
                    directors of the corporation: _______________________

               (b)  Names and addresses of the persons who are to serve as
                    directors until the first annual of meeting shareholders
                    or until their successors are elected and qualify:

                      Name          Residential Address         City, State, Zip
                      ----          -------------------         ----------------

                    ____________________________________________________________

                    ____________________________________________________________

                    ____________________________________________________________


6.   OPTIONAL: (a)  It is estimated that the value of all
                    property to be owned by the corporation
                    for the following year wherever located
                    will be:                                   $________________

               (b)  It is estimated that the value of the
                    property to be located within the State
                    of Illinois during the following year
                    will be:                                   $________________

               (c)  It is estimated that the gross amount of
                    business that will be transacted by the
                    corporation during the following year
                    will be:                                   $________________

               (d)  It is estimated that the gross amount of
                    business that will be transacted from
                    places of business in the State of
                    Illinois during the following year will
                    be:                                        $________________

7.   OPTIONAL: OTHER PROVISIONS

               Attach a separate sheet of this size for any other provision to
               be included in the Articles of Incorporation, e.g., authorizing
               preemptive rights, denying cumulative voting, regulating internal
               affairs, voting majority requirements, fixing a duration other
               than perpetual, etc.

8.   NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

     The undersigned Incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.

Dated January 23, 1995.

            Signature and Name                          Address
            ------------------                          -------


1. /s/ William M. McCleery, Jr.         1. 525 Jersey  Street, P.O. Box 1069
   ----------------------------------      -------------------------------------
   Signature                               Street

   William M. McCleery, Jr.                  Quincy       IL       62306
   ----------------------------------      -------------------------------------
   (Type or Print Name)                    City/Town    State    Zip Code


2.                                      2.
   ----------------------------------      -------------------------------------
   Signature                               Street

   ----------------------------------      -------------------------------------
   (Type or Print Name)                    City/Town    State    Zip Code


3.                                      3.
   ----------------------------------      -------------------------------------
   Signature                               Street

   ----------------------------------      -------------------------------------
   (Type or Print Name)                    City/Town    State    Zip Code

(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as Incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
president or vice president and verified by him, and attested by its secretary
or assistant secretary.

                                  FEE SCHEDULE

- -    The Initial franchise tax is assessed at the rate of 15/100 of 1 percent
     ($1,50 per $1,000) on the paid-in capital represented in this state, with
     a minimum of $25.

- -    The filing fee is $75.

- -    The minimum total due (franchise tax + filing fee) is $100.
     (Applies when the Consideration to be Received as set forth in Item 4 does
     not exceed $16,667)

- -    The Department of Business Services in Springfield will provide assistance
     in calculating the total fees if necessary.

     Illinois Secretary of State       Springfield, IL 62756
     Department of Business Services   Telephone (217) 782-9522 or 782-9523

C-162.18

EX-3.4

                                                                     Exhibit 3.4

                                    BYLAWS OF

                         TITAN MARKETING SERVICES, INC.

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation in the State of Illinois shall be
located in Quincy, Illinois and the County of Adams. The corporation may have
such other offices, either within or without the State of Illinois, as the
business of the corporation may require from time to time.

     The registered office of the corporation required by The Illinois Business
Corporation Act (the "Act") to be maintained in the State of Illinois may be,
but need not be, identical with the principal office in the State of Illinois,
and the address of the registered office may be changed from time to time by the
board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 1998, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Illinois, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of the
corporation in the State of Illinois, except as otherwise provided in Section 5
of this article.



     SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all the shareholders shall meet
at any time and place, either within or without the State of Illinois, and
consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.

     SECTION 6. CLOSING OF TRANSFER BOOKS, OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders of any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, that date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or at least ten days before each
meeting of shareholders, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of



shares held by each, which list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this State, shall be prima facie evidence as to who
are the shareholders entitled to examine such list or share ledger or transfer
book or to vote at any meeting of shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number of voting by classes is required by the Act, the Articles of
Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his/her name if authority to do so
shall be contained in an appropriate order of the court by which such receiver
was appointed.



     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the share so transferred.

     Shares of its own stock belonging to this corporation shall be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of taking of the corporate action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing or a certificate under
any section of the Act if such action had been voted on by the shareholders at a
meeting thereof, the certificate filed under such section shall state, in lieu
of any statement required by such section concerning any vote of shareholders,
that written consent has been given in accordance with the provisions of the Act
and that written notice has been given as provided in the Act.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva vice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.



                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of Illinois or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution the time and place, either within or without the State of
Illinois, for holding of additional regular meetings without other notice than
such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Illinois, as the place for
holding any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.



     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
bylaws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION OR REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or bylaws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise notwithstanding any director conflict of interest. By resolution of
the board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.



     SECTION 13. APPOINTMENT OF COMMITTEES. The board of directors may, by
resolution passed by the whole board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.



     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one has
been elected, shall preside at all meetings of the shareholders and the board of
directors and shall implement policies and strategies for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of the president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENT. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the officer
of treasurer and such other duties as from time to time may be assigned to
him/her by the president or by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for share
prior to the issue thereof and to all documents, the



execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, or a
vice-president, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him/her by the president or by the board of
directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required, by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.



                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost
destroyed or mutilated certificate, a new one may be issued therefore upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper evidence of authority
to transfer, or by his/her attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.



                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall inscribed thereon the name of the corporation and the
words, "Corporate Seal" and "Illinois".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Act of the State of Illinois, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request of the corporation
as a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a



presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTION. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.



     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted or arising
out of his/her status as such, whether or not the corporation would have the
power to indemnify him/her against such liability under the provisions of this
Article.

     SECTION 8. SHAREHOLDERNOTICE OF INDEMNIFICATION PAYMENT. If the corporation
has indemnified or has advanced expenses to a director, officer, employee or
agent, the corporation shall report the indemnification or advance in writing to
the shareholders with or before the notice of the next shareholder's meeting.

     SECTION 9. MERGER. The purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employee or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLAN. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or invoices services by such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.

EX-3.5

                                                                     Exhibit 3.5

File Number 5967-209-6

                               STATE OF ILLINOIS
                                   OFFICE OF
                             THE SECRETARY OF STATE

WHEREAS, ARTICLES OF INCORPORATION OF TITAN WHEEL CORPORATION OF ILLINOIS
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.

Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.

     In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this 19TH day
of NOVEMBER A.D. 1997 and of the Independence of the United States the two
hundred and 22ND.

(SEAL)


                                        /s/ George H. Ryan
                                        ----------------------------------------
                                        Secretary of State

C-212 2


                                                                       
Form BCA-2.10

                                          ARTICLES OF INCORPORATION
                                  This space for use by Secretary of State

(Rev. Jan. 1991)

George H. Ryan                                                                 SUBMIT IN DUPLICATE!
Secretary of State
Department of Business Services                    (STAMP)                    This space for use by
Springfield, IL 62756                                                           Secretary of State

Payment must be made by                                                      Date 11-19-97
certified check, cashier's
check, Illinois attorney's                                                   Franchise Tax   $ 25,00
check, Illinois C.P.A's check                                                Filing Fee      $ 75,00
or money order, payable to                                                                   -------
"Secretary of State."                                                        Approved: Bl     100,00

1.    CORPORATE NAME: Titan Wheel Corporation of Illinois
     (The corporate name must contain the word "corporation", "company,"
     "incorporated," "limited" or an abbreviation thereof.)

2.   Initial Registered Agent:       Cheri            T.          Holley
                                  First Name   Middle Initial   Last name

     Initial Registered Office:      2701       Spruce Street
                                    Number         Street        Suite #

                                    Quincy  IL      62301         Adams
                                     City         Zip Code        County

3.   Purpose or purposes for which the corporation is organized:
     (If not sufficient space to cover this point, add one or more sheets of
     this size.)

                             Manufacturer of wheels.

4.   Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

           Par Value      Number of Shares      Number of Shares     Consideration to be
Class      per Share         Authorized      Proposed to be Issued    Received Therefor
- ------   --------------   ----------------   ---------------------   -------------------
common   $ no par value        10,000               1,000                  $1,000
                                                                           ------
                                                                   TOTAL = $1,000



Paragraph 2: The preferences, qualifications, limitations, restrictions and
special or relative rights in respect of the shares of each class are:
(If not sufficient space to cover this point, add one or more sheets of this
size.)

                                     (over)



5.   OPTIONAL:   (a)  Number of directors constituting the initial board of
                      directors of the corporation:___________________

                 (b)  Names and addresses of the persons who are to serve as
                      directors until the first annual meeting of shareholders
                      or until their successors are elected and qualify:

                     Name      Residential Address         City, State, ZIP
                 -----------   -------------------   ---------------------------

                 _______________________________________________________________

                 _______________________________________________________________

                 _______________________________________________________________


6.   OPTIONAL:   (a)  It is estimated that the
                      value of all property to be
                      owned by the corporation
                      for the following year
                      wherever located will be:     $___________________________

                 (b)  It is estimated that the
                      value of the property to be
                      located within the State of
                      Illinois during the
                      following year will be:       $___________________________

                 (c)  It is estimated that the
                      gross amount of business
                      that will be transacted by
                      the corporation during the
                      following year will be:       $___________________________

                 (d)  It is estimated that the
                      gross amount of business
                      that will be transacted
                      from places of business in
                      the State of Illinois
                      during the following year
                      will be:                      $___________________________

7.   OPTIONAL:   OTHER PROVISIONS

                 Attach a separate sheet of this size for any other provision to
                 be included in the Articles of Incorporation, e.g., authorizing
                 preemptive rights, denying cumulative voting, regulating
                 internal affairs, voting majority requirements, fixing a
                 duration other than perpetual, etc.

8.   NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

     The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.

Dated October 30, 1997.

          SIGNATURE AND NAME                             ADDRESS
          ------------------                             -------


1. /s/ Cheri T. Holley                  1. 2701 Spruce Street
   ----------------------------------      Street
   Signature                               Quincy      IL      62301
   Cheri T. Holley                         City/Town   State   Zip Code
   (Type or Print Name)


2.                                      2.
   ----------------------------------      -------------------------------------
   Signature                               Street

   ----------------------------------      -------------------------------------
   (Type or Print Name)                    City/Town   State   Zip Code


3.                                      3.
   ----------------------------------      -------------------------------------
   Signature                               Street

   ----------------------------------      -------------------------------------
   (Type or Print Name)                    City/Town   State   Zip Code

(Signatures must be in ink on original document, Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
president or vice president and verified by him, and attested by its secretary
or assistant secretary.

                                  FEE SCHEDULE

- -    The initial franchise tax is assessed at the rate of 15/100 of 1 percent
     ($1 50 per $1,000) on the paid-in capital represented in this state, with a
     minimum of $25.

- -    The filing fee is $75.

- -    The MINIMUM TOTAL DUE (franchise tax + filing fee) is $100.
     (Applies when the Consideration to be Received as set forth in Item 4 does
     not exceed $16,667)

- -    The Department of Business Services in Springfield will provide assistance
     in calculating the total fees if necessary.

     Illinois Secretary of State        Springfield, IL 62756
     Department of Business Services    Telephone (217) 782-9522
                                                        782-9523

C-162 17

EX-3.6

                                                                     Exhibit 3.6

                                    BYLAWS OF

                       TITAN WHEEL CORPORATION OF ILLINOIS

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation in the State of Illinois shall be
located in Quincy, Illinois and the County of Adams. The corporation may have
such other offices, either within or without the State of Illinois, as the
business of the corporation may require from time to time.

     The registered office of the corporation required by The Illinois Business
Corporation Act (the "Act") to be maintained in the State of Illinois may be,
but need not be, identical with the principal office in the State of Illinois,
and the address of the registered office may be changed from time to time by the
board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 1998, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Illinois, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of the
corporation in the State of Illinois, except as otherwise provided in Section 5
of this article.



     SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all the shareholders shall meet
at any time and place, either within or without the State of Illinois, and
consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.

     SECTION 6. CLOSING OF TRANSFER BOOKS, OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders of any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, that date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or at least ten days before each
meeting of shareholders, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of



shares held by each, which list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this State, shall be prima facie evidence as to who
are the shareholders entitled to examine such list or share ledger or transfer
book or to vote at any meeting of shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number of voting by classes is required by the Act, the Articles of
Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his/her name if authority to do so
shall be contained in an appropriate order of the court by which such receiver
was appointed.



     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the share so transferred.

     Shares of its own stock belonging to this corporation shall be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of taking of the corporate action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing or a certificate under
any section of the Act if such action had been voted on by the shareholders at a
meeting thereof, the certificate filed under such section shall state, in lieu
of any statement required by such section concerning any vote of shareholders,
that written consent has been given in accordance with the provisions of the Act
and that written notice has been given as provided in the Act.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva vice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.



                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of Illinois or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution the time and place, either within or without the State of
Illinois, for holding of additional regular meetings without other notice than
such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Illinois, as the place for
holding any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.




     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
bylaws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION OR REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or bylaws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise notwithstanding any director conflict of interest. By resolution of
the board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.



     SECTION 13. APPOINTMENT OF COMMITTEES. The board of directors may, by
resolution passed by the whole board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.



     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one has
been elected, shall preside at all meetings of the shareholders and the board of
directors and shall implement policies and strategies for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of the president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENT. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the officer
of treasurer and such other duties as from time to time may be assigned to
him/her by the president or by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for share
prior to the issue thereof and to all documents, the



execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, or a
vice-president, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him/her by the president or by the board of
directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required, by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.



                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost
destroyed or mutilated certificate, a new one may be issued therefore upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper evidence of authority
to transfer, or by his/her attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.



                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall inscribed thereon the name of the corporation and the
words, "Corporate Seal" and "Illinois".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Act of the State of Illinois, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request of the corporation
as a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a



presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTION. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.



     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted or arising
out of his/her status as such, whether or not the corporation would have the
power to indemnify him/her against such liability under the provisions of this
Article.

     SECTION 8. SHAREHOLDERNOTICE OF INDEMNIFICATION PAYMENT. If the corporation
has indemnified or has advanced expenses to a director, officer, employee or
agent, the corporation shall report the indemnification or advance in writing to
the shareholders with or before the notice of the next shareholder's meeting.

     SECTION 9. MERGER. The purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employee or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLAN. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or invoices services by such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.

EX-3.7

                                                                     Exhibit 3.7

                                      IOWA
                               SECRETARY OF STATE

                                                                No.   W00156178
                                                                Date: 09/29/1997

490 DP-000210074
TITAN WHEEL CORPORATION OF IOWA.

                        ACKNOWLEDGMENT OF DOCUMENT FILED

The Secretary of State acknowledges receipt of the following document:

     Articles of Incorporation

The document was filed on September 25, 1997, at 04:14 PM, to be effective as of
September 25, 1997, at 04:14 PM.

The amount of $50.00 was received in full payment of the filing fee.

(SEAL)


                                         /s/ Paul D. Pate
                                         ---------------------------------------
                                         SECRETARY OF STATE



                                  STATE OF IOWA
                               SECRETARY OF STATE

                            ARTICLES OF INCORPORATION

     1. The name of the proposed corporation is TITAN WHEEL CORPORATION OF IOWA.

     2. The corporation is authorized to issue 10,000 shares of a single class
of COMMON STOCK.

     3. The initial registered office of the corporation is RR 2 Blue Grass Rd,
Walcott IOWA, and the initial registered agent at such address is Cheri T.
Holley.

     4. The name and address of each incorporator:

          Cheri T. Holley
          2701 Spruce Street
          Quincy, IL 62301.

     5. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows (see 490.201-2 of the Iowa Business
Corporation Act): none

     Date: 9-19-97.


                                         /s/ Cheri T. Holley
                                         ---------------------------------------
                                         Signature
                                         Cheri T. Holley
                                         (Type or Print Name)

                                                                         (STAMP)

EX-3.8

                                                                     Exhibit 3.8

                                    BYLAWS OF

                         TITAN WHEEL CORPORATION OF IOWA

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation in the State of Iowa shall be
located in Walcott, Iowa. The corporation may have such other offices, either
within or without the State of Iowa, as the business of the corporation may
require from time to time.

     The registered office of the corporation required by The Iowa Business
Corporation Act (the "Act") to be maintained in the State of Iowa may be, but
need not be, identical with the principal office in the State of Iowa, and the
address of the registered office may be changed from time to time by the board
of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 1998, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Iowa, as the place of meeting for
any annual meeting or for any special meeting called by the board of directors.
A waiver of notice signed by all shareholders may designate any place, either
within or without the State of Iowa, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the corporation in the
State of Iowa, except as otherwise provided in Section 5 of this article.



     SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all the shareholders shall meet
at any time and place, either within or without the State of Iowa, and consent
to the holding of a meeting at such time and place, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.

     SECTION 6. CLOSING OF TRANSFER BOOKS, OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders of any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, that date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or at least ten days before each
meeting of shareholders, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be subject to inspection by



any shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original share ledger or transfer book, or a duplicate thereof kept in this
State, shall be prima facie evidence as to who are the shareholders entitled to
examine such list or share ledger or transfer book or to vote at any meeting of
shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number of voting by classes is required by the Act, the Articles of
Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his/her name if authority to do so
shall be contained in an appropriate order of the court by which such receiver
was appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the share so transferred.



     Shares of its own stock belonging to this corporation shall be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of taking of the corporate action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing or a certificate under
any section of the Act if such action had been voted on by the shareholders at a
meeting thereof, the certificate filed under such section shall state, in lieu
of any statement required by such section concerning any vote of shareholders,
that written consent has been given in accordance with the provisions of the Act
and that written notice has been given as provided in the Act.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva vice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

                                   ARTICLE III

                                    DIRECTORS



     SECTION 1. GENERAL  POWERS.  The  business  and affairs of the  corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of Iowa or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution the time and place, either within or without the State of
Iowa, for holding of additional regular meetings without other notice than such
resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Iowa, as the place for holding
any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of



directors, unless the act of a greater number is required by statute, these
bylaws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION OR REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or bylaws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise notwithstanding any director conflict of interest. By resolution of
the board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

     SECTION 13. APPOINTMENT OF COMMITTEES. The board of directors may, by
resolution passed by the whole board, designate one or more committees, each



committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.

     SECTION 5.  CHAIRMAN OF THE BOARD.  The  chairman of the board,  if one has
been elected, shall preside at all meetings of the shareholders and the board of



directors and shall  implement  policies and  strategies  for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of the president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENT. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the officer
of treasurer and such other duties as from time to time may be assigned to
him/her by the president or by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for share
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these by-laws; (d) keep a register of the post office



address of each shareholder which shall be furnished to the secretary by such
shareholder; (e) sign with the president, or a vice-president, certificates for
shares of the corporation, the issue of which shall have been authorized by
resolution of the board of directors; (f) have general charge of the stock
transfer books of the corporation; (g) in general perform all duties incident to
the office of secretary and such other duties as from time to time may be
assigned to him/her by the president or by the board of directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required, by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.

                                   ARTICLE VI



                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost
destroyed or mutilated certificate, a new one may be issued therefore upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper evidence of authority
to transfer, or by his/her attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.

                                   ARTICLE IX



                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall inscribed thereon the name of the corporation and the
words, "Corporate Seal" and "Iowa".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Act of the State of Iowa, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request of the corporation
as a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he/she reasonably believed to be in
or not opposed to the best interests of the corporation, and,



with respect to any criminal action or proceeding, had reasonable cause to
believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTION. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.



     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted or arising
out of his/her status as such, whether or not the corporation would have the
power to indemnify him/her against such liability under the provisions of this
Article.

     SECTION 8. SHAREHOLDERNOTICE OF INDEMNIFICATION PAYMENT. If the corporation
has indemnified or has advanced expenses to a director, officer, employee or
agent, the corporation shall report the indemnification or advance in writing to
the shareholders with or before the notice of the next shareholder's meeting.

     SECTION 9. MERGER. The purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employee or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLAN. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or invoices services by such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.

EX-3.9

                                                                     Exhibit 3.9

                           THE STATE OF SOUTH CAROLINA

                                     (SEAL)

                     Office of Secretary of State Jim Miles
                            CERTIFICATE OF EXISTENCE

I, JIM MILES, SECRETARY OF STATE OF SOUTH CAROLINA HEREBY CERTIFY THAT:

     TITAN WHEEL CORPORATION OF SOUTH CAROLINA, a corporation duly organized
under the laws of the State of South Carolina on NOVEMBER 17TH, 1997, and having
a perpetual duration unless otherwise indicated below, has as of the date hereof
filed all reports due this office, paid all fees, taxes and penalties owed to
the Secretary of State, that the Secretary of State has not mailed notice to the
Corporation that it is subject to being dissolved by administrative action
pursuant to Section 33-14-210 of the South Carolina Code, and that the
corporation has not filed articles of dissolution as of the date hereof.

                                        Given under my Hand and the Great Seal
                                        of the State at Columbia this 18th day
                                        of November, 1997.


                                        /s/ Jim Miles
                                        ----------------------------------------
                                        Jim Miles, Secretary of State



                                                                         (STAMP)

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                            ARTICLES OF INCORPORATION

- -    The name of the proposed corporation is Titan Wheel Corporation of South
     Carolina

- -    The initial registered office of the corporation is

     111 Airport Industrial Park Rd.  Greenwood   Greenwood     29649
             STREET & NUMBER             CITY       COUNTY    ZIP CODE

     and the initial registered agent as such address is Cheri T. Holley

- -    The corporation is authorized to issue shares of stock as follows: Complete
     a or b, whichever is applicable:

a.   [X]   If the corporation is authorized to issue a single class of shares,
           the total number of shares authorized is 10,000.

b.   [ ]   The corporation is authorized to issue more than one class of shares:



      Class of Shares          Authorized No. of Each Class
      ---------------          ----------------------------
                            
____________________________   ____________________________
____________________________   ____________________________
____________________________   ____________________________


The relative rights, preferences, and limitations of the shares of each class,
and of each series within class, are as follows:

                                      None

The existence of the corporation shall begin when these articles are filed with
the Secretary of State unless a delayed date is indicated (See
Section33-1-230(b)):_______________________.

The optional provisions which the corporation elects to include in the articles
of incorporation are as follows (See Section 33-2-102 and the applicable
comments thereto; and 35-2-105 and 35-2-221of the 1976 South Carolina Code):

                                      None

                                                                         (STAMP)



6.   The name and address of each incorporator is as follows (only one is
     required);



     Name               Address              Signature
     ----               -------              ---------
                                       


Cheri T. Holley   2701 Spruce  Street   /s/ Cheri T. Holley
                  Quincy, IL 62301      -------------------------------------


7.   I, KENNETH W. FISH, an attorney licensed to practice in the State of South
     Carolina, certify that the corporation, to whose articles of incorporation
     this certificate is attached, has complied with the requirements Chapter 2,
     Title 33 of the 1976 South Carolina Code relating to the articles of
     incorporation.


Date 9-19-97                            /s/ Kenneth W. Fish
                                        ----------------------------------------
                                        (SIGNATURE)

                                        KENNETH W. FISH
                                        ----------------------------------------
                                        (TYPE OR PRINT NAME)

                                        ADDRESS 212 OAK AVENUE
                                                GREENWOOD SC 29646

                               FILING INSTRUCTIONS

1.   Two copies of this form, the original and either a duplicate original or a
     conformed copy, must be filed.

2.   If the space in this form is insufficient, please attach additional sheets
     containing a reference to the appropriate paragraph in this form.

3.   Schedule of Fees - payable at time of filing this document

                                                          
Fee for filing Application - payable to Secretary of State   $ 10.00
Filing Tax - Payable to Secretary of State                    100.00
Miniumum License Fee - payable to SC Tax Commission            25.00



4.   THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS (See
     Section12-19-20), AND A CHECK IN THE AMOUNT OF $25.00 PAYABLE TO THE SOUTH
     CAROLINA TAX COMMISSION.

                                                 FORM APPROVED BY SOUTH CAROLINA
                                                 SECRETARY OF STATE 1/89

EX-3.10

                                                                    Exhibit 3.10

                                    BYLAWS OF

                    TITAN WHEEL CORPORATION OF SOUTH CAROLINA

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation in the State of South Carolina
shall be located in Greenwood, South Carolina. The corporation may have such
other offices, either within or without the State of South Carolina, as the
business of the corporation may require from time to time.

     The registered office of the corporation required by The South Carolina
Code (the "Code") to be maintained in the State of South Carolina may be, but
need not be, identical with the principal office in the State of South Carolina,
and the address of the registered office may be changed from time to time by the
board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 1998, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of South Carolina, as the place of
meeting for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of South Carolina, as the place for
the holding of such meeting. If no designation is made, or if a special meeting
be otherwise called, the place of meeting shall be the registered office of the
corporation in the State of South Carolina, except as otherwise provided in
Section 5 of this article.



     SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all the shareholders shall meet
at any time and place, either within or without the State of South Carolina, and
consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.

     SECTION 6. CLOSING OF TRANSFER BOOKS, OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders of any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, that date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or at least ten days before each
meeting of shareholders, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of



shares held by each, which list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this State, shall be prima facie evidence as to who
are the shareholders entitled to examine such list or share ledger or transfer
book or to vote at any meeting of shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number of voting by classes is required by the Code, the Articles
of Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his/her name if authority to do so
shall be contained in an appropriate order of the court by which such receiver
was appointed.



     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the share so transferred.

     Shares of its own stock belonging to this corporation shall be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of taking of the corporate action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing or a certificate under
any section of the Code if such action had been voted on by the shareholders at
a meeting thereof, the certificate filed under such section shall state, in lieu
of any statement required by such section concerning any vote of shareholders,
that written consent has been given in accordance with the provisions of the
Code and that written notice has been given as provided in the Code.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva vice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.



                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of South Carolina or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution the time and place, either within or without the State of
South Carolina, for holding of additional regular meetings without other notice
than such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of South Carolina, as the place
for holding any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.



     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
bylaws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION OR REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or bylaws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise notwithstanding any director conflict of interest. By resolution of
the board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.




     SECTION 13. APPOINTMENT OF COMMITTEES. The board of directors may, by
resolution passed by the whole board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.



     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one has
been elected, shall preside at all meetings of the shareholders and the board of
directors and shall implement policies and strategies for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of the president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENT. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the officer
of treasurer and such other duties as from time to time may be assigned to
him/her by the president or by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for share
prior to the issue thereof and to all documents, the



execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, or a
vice-president, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him/her by the president or by the board of
directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required, by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.



                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost
destroyed or mutilated certificate, a new one may be issued therefore upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper evidence of authority
to transfer, or by his/her attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.



                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall inscribed thereon the name of the corporation and the
words, "Corporate Seal" and "South Carolina".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Code of the State of South Carolina, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request of the corporation
as a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a



presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTION. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.



     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted or arising
out of his/her status as such, whether or not the corporation would have the
power to indemnify him/her against such liability under the provisions of this
Article.

     SECTION 8. SHAREHOLDERNOTICE OF INDEMNIFICATION PAYMENT. If the corporation
has indemnified or has advanced expenses to a director, officer, employee or
agent, the corporation shall report the indemnification or advance in writing to
the shareholders with or before the notice of the next shareholder's meeting.

     SECTION 9. MERGER. The purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employee or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLAN. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or invoices services by such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.

EX-3.11

                                                                    Exhibit 3.11

                            COMMONWEALTH OF VIRGINIA
                          STATE CORPORATION COMMISSION

                                  June 17, 1997

The State Corporation Commission has found the accompanying articles submitted
on behalf of

TITAN WHEEL CORPORATION OF VIRGINIA
(FORMERLY T.D. WHEEL COMPANY OF VIRGINIA, INC.)

to comply with the requirements of law, and confirms payment of all related
fees.

Therefore, it is ORDERED that this

CERTIFICATE OF AMENDMENT

be issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective June 17, 1997 at 01:01 PM.

The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.

                                        STATE CORPORATION COMMISSION


                                        By /s/ T.V. Morrisons
                                           -------------------------------------
                                           Commissioner

AMENACPT
CIS20318
97-06-16-0177



                            COMMONWEALTH OF VIRGINIA
                          STATE CORPORATION COMMISSION

                                  June 16, 1994

The State Corporation Commission has found the accompanying articles submitted
on behalf of

T.D. WHEEL COMPANY OF VIRGINIA, INC.
(FORMERLY T.D. HOLDING COMPANY, INC.)

to comply with the requirements of law, and confirms payment of all related
fees.

Therefore, it is ORDERED that this

CERTIFICATE OF AMENDMENT

be issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective June 16, 1994 at 11:53 AM.

The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.

                                        STATE CORPORATION COMMISSION


                                        By /s/ T.V. Morrisons
                                           -------------------------------------
                                           Commissioner

AMENACPT
CIS20436
94-06-13-0123

EX-3.12

                                                                    EXHIBIT 3.12

                                    BYLAWS OF

                       TITAN WHEEL CORPORATION OF VIRGINIA

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation in the State of Virginia shall be
located in Saltville, Virginia. The corporation may have such other offices,
either within or without the State of Virginia, as the business of the
corporation may require from time to time.

     The registered office of the corporation required by The Virginia Business
Corporation Act (the "Act") to be maintained in the State of Virginia may be,
but need not be, identical with the principal office in the State of Virginia,
and the address of the registered office may be changed from time to time by the
board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 1994, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Virginia, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Virginia, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of the
corporation in the State of Virginia, except as otherwise provided in Section 5
of this article.



     SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all the shareholders shall meet
at any time and place, either within or without the State of Virginia, and
consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.

     SECTION 6. CLOSING OF TRANSFER BOOKS, OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders of any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, that date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or at least ten days before each
meeting of shareholders, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be



kept on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof
kept in this State, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number of voting by classes is required by the Act, the Articles of
Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his/her name if authority to do so
shall be contained in an appropriate order of the court by which such receiver
was appointed.



     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the share so transferred.

     Shares of its own stock belonging to this corporation shall be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of taking of the corporate action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing or a certificate under
any section of the Act if such action had been voted on by the shareholders at a
meeting thereof, the certificate filed under such section shall state, in lieu
of any statement required by such section concerning any vote of shareholders,
that written consent has been given in accordance with the provisions of the Act
and that written notice has been given as provided in the Act.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva vice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.



                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of Virginia or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution the time and place, either within or without the State of
Virginia, for holding of additional regular meetings without other notice than
such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Virginia, as the place for
holding any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.



     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
bylaws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION OR REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or bylaws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise notwithstanding any director conflict of interest. By resolution of
the board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.



     SECTION 13. APPOINTMENT OF COMMITTEES. The board of directors may, by
resolution passed by the whole board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.



     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one has
been elected, shall preside at all meetings of the shareholders and the board of
directors and shall implement policies and strategies for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of the president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENT. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the officer
of treasurer and such other duties as from time to time may be assigned to
him/her by the president or by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for share
prior to the issue thereof and to all documents, the



execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, or a
vice-president, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him/her by the president or by the board of
directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required, by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.



                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost
destroyed or mutilated certificate, a new one may be issued therefore upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper evidence of authority
to transfer, or by his/her attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.



                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall inscribed thereon the name of the corporation and the
words, "Corporate Seal" and "Virginia".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Act of the State of Virginia, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request of the corporation
as a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a



presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTION. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.



     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted or arising
out of his/her status as such, whether or not the corporation would have the
power to indemnify him/her against such liability under the provisions of this
Article.

     SECTION 8. SHAREHOLDERNOTICE OF INDEMNIFICATION PAYMENT. If the corporation
has indemnified or has advanced expenses to a director, officer, employee or
agent, the corporation shall report the indemnification or advance in writing to
the shareholders with or before the notice of the next shareholder's meeting.

     SECTION 9. MERGER. The purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employee or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLAN. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or invoices services by such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.

EX-3.13

                                                                    Exhibit 3.13

            No.21576 Filed on the 25th day of July 1994 at 2:42 P.M.

                             File Number 5789-787-2

                            (STATE OF ILLINOIS LOGO)

                        OFFICE OF THE SECRETARY OF STATE

WHEREAS, ARTICLES OF INCORPORATION OF TITAN INVESTMENT CORPORATION INCORPORATED
UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE
SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN
FORCE JULY 1, A.D. 1984.

Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.

     In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this 13TH day
of JULY A.D. 1994 and of the Independence of the United States the two hundred
and 19TH.

(SEAL)


                                        /s/ George H. Ryan
                                        ----------------------------------------
                                        SECRETARY OF STATE

C-259


Form BCA-2.10               ARTICLES OF INCORPORATION

                                     (STAMP)

(Rev. Jan. 1991)                                          SUBMIT IN DUPLICATE!

George H. Ryan
Secretary of State                                        This space for use by
Department of Business Services                             Secretary of State
Springfield, IL 62756                                     Date 7-13-94
Telephone (217) 782-6961
                                                          Franchise Tax   $ 25
Payment must be made by                                   Filing Fee      $ 75
certified check,                                                          ----
cashier's check, Illinois                                 Approved:        100
attorney's check,
Illinois C.P.A's check or
money order, payable to
"Secretary of State."

1.   CORPORATE NAME: TITAN INVESTMENT CORPORATION

     (The corporate name must contain the word "corporation", "company,"
     "incorporated," "limited" or an abbreviation thereof.)

2.   Initial Registered Agent:      Maurice           M.        Taylor, Jr.
                                  First Name   Middle Initial    Last name

     Initial Registered Office:   2701 Spruce Street
                                        Number           Street      Suite #

                                        Quincy            62301       Adams
                                         City           Zip Code     County

     Purpose or purposes for which the corporation is organized:

     (If not sufficient space to cover this point, add one or more sheets of
     this size.)

     To engage in the transaction of any or all lawful business for which
     corporations may be incorporated under the Business Corporation Act of
     1983, as amended.

4.   Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:



                          Number
         Par Value      of Shares        Number of Shares  Consideration to be
Class    per Share      Authorized  Proposed to be Issued   Received Therefor
- ------  --------------  ----------  ---------------------  -------------------
                                               
Common  $ No Par Value  1,000,000           1,000               $10,000.00


     Paragraph 2: The preferences, qualifications, limitations, restrictions and
     special or relative rights in respect of the shares of each class are:

     (If not sufficient space to cover this point, add one or more sheets of
     this size)

                                                                         (STAMP)

                                     (over)

5789-787-2


 5. OPTIONAL:   (a)  Number of directors constituting the initial board of
                     directors of the corporation: ______________

                (b)  Names and addresses of the persons who are to serve as
                     directors until the first annual meeting of shareholders or
                     until their successors are elected and qualify:

                     Name                                    Residential Address
                     ----                                    -------------------

                     ___________________________________________________________

                     ___________________________________________________________

                     ___________________________________________________________

                     ___________________________________________________________

 6. OPTIONAL:   (a)  It is estimated that the value of
                     all property to be owned by the
                     corporation for the following year
                     wherever located will be:            $_____________________

                (b)  It is estimated that the value of
                     the property to be located within
                     the State of Illinois during the
                     following year will be:              $_____________________

                (c)  It is estimated that the gross
                     amount of business that will be
                     transacted by the corporation
                     during the following year will be:   $_____________________

                (d)  It is estimated that the gross
                     amount of business that will be
                     transacted from places of business
                     in the State of Illinois during
                     the following year will be:          $_____________________

 7. OPTIONAL:   OTHER PROVISIONS

                Attach a separate sheet of this size for any other provision to
                be included in the Articles of Incorporation, e.g., authorizing
                preemptive rights, denying cumulative voting, regulating
                internal affairs, voting majority requirements, fixing a
                duration other than perpetual, etc.

 8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

     The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.

Dated July 12, 1994



          SIGNATURE AND NAME                            ADDRESS
          ------------------                            -------
                                     


1. /s/ William M. McCleery, Jr.         1. 525 Jersey Street, P.O. Box 1069
   ----------------------------------      Street
   Signature

   William M. McCleery, Jr.                Quincy           IL             62301
   (Type or Print Name)                    City/Town        State       Zip Code


2.                                      2.
   ----------------------------------      -------------------------------------
   Signature                               Street

   ----------------------------------      -------------------------------------
   (Type or Print Name)                    City/Town        State       Zip Code


3.                                      3.
   ----------------------------------      -------------------------------------
   Signature                               Street

   ----------------------------------      -------------------------------------
   (Type or Print Name)                    City/Town        State       Zip Code



(Signatures must be in ink on original document. Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies.)

NOTE: IF a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice President and verified by him, and attested by its Secretary
or Assistant Secretary.

                                  FEE SCHEDULE

- -    The initial franchise tax is assessed at the rate of 15/100 of 1 percent
     ($1.50 per $1,000) on the paid-in capital represented in this state, with a
     minimum of $25.

- -    The filing fee is $75.

- -    The MINIMUM TOTAL DUE (franchise tax + filing fee) is $100.
     (Applies when the Consideration to be Received as set forth in Item 4 does
     not exceed $16,667}

     The Department of Business Services in Springfield will provide assistance
     in calculating the total fees if necessary.

Illinois Secretary of State      Springfield, IL 62756
Department of Business Service   Telephone (217) 782-9522
                                                 782-9523

C-162-13


No. 22369 Filed on the 16th day of August 1994 at 11:31 A. M.

Form BCA-1.15               STATEMENT OF CORRECTION            File # 5789-787-2
(Rev. Jan, 1991)

George H. Ryan                                          SUBMIT IN DUPLICATE
Secretary of State
Department of Business Services                         This space for use by
Springfield, IL 62756                                     Secretary of state
Telephone (217) 785-2237                (STAMP)         Date 8/09/94
                                                        Franchise Tax  $1,475.00
Remit payment in check or money                         Filing Fee     $   25.00
order, payable to Secretary                             Interest       $   29.50
of State."                                                             ---------
                                                        Approved       $1,529.50

                                                                         (STAMP)

1.   CORPORATE NAME: TITAN INVESTMENT CORPORATION

2.   STATE OR COUNTRY OF INCORPORATION: Illinois

3    Title of document to be corrected: Articles of Incorporation

4.   Date erroneous document was filed by Secretary of State: July 13, 1994

5.   Inaccuracy, error or defect:
     (Briefly identify the error and explain how it occurred. Use reverse side
     or add one or more sheets of this size if necessary.)

     The Consideration to be Received for the shares to be issued was stated to
     be $10,000.00 when, in fact, the Consideration to be Received is
     $1,000,000.00

6.   Corrected portion(s) of the document in corrected form:
     (If there is no sufficient space cover this point, use reverse side or add
     one or more sheets of this size.)

4.   Authorized Shares, Issued Shares and Consideration Received:



                                           Number of
          Par Value   Number of Shares  Shares Proposed   Consideration to be
 Class    Per Share     Authorized       to be Issued     Received Therefor
- ------  ------------  ----------------  ---------------   --------------------
                                              
Common  No Par Value      1,000,000          1,000             $1,000,000.00


7.   The undersigned corporation has caused this statement to be signed by its
     duly authorized officers, each of whom affirms, under penalties of perjury,
     that the facts stated herein are true.

Dated August 9, 1994                        TITAN INVESTMENT CORPORATION
                                           (Exact Name of Corporation)


attested by /s/ Richard A. Colleta          by /s/ Maurice M. Taylor, Jr.
            ------------------------------     ---------------------------------
            (Signature of Secretary or         (Signature of President or Vice
            Assistant Secretary                President)

            Richard A. Colletta,               Maurice M. Taylor, Jr.,
            Secretary                          President
            (Type or Print Name and Title)     (Type or Print Name and Title)

C 199 4

EX-3.14

                                                                    Exhibit 3.14

                                    BYLAWS OF

                          TITAN INVESTMENT CORPORATION

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation in the State of Illinois shall be
located in Quincy, Illinois and the County of Adams. The corporation may have
such other offices, either within or without the State of Illinois, as the
business of the corporation may require from time to time.

     The registered office of the corporation required by The Illinois Business
Corporation Act (the "Act") to be maintained in the State of Illinois may be,
but need not be, identical with the principal office in the State of Illinois,
and the address of the registered office may be changed from time to time by the
board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 1995, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Illinois, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of the
corporation in the State of Illinois, except as otherwise provided in Section 5
of this article.



     SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all the shareholders shall meet
at any time and place, either within or without the State of Illinois, and
consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.

     SECTION 6. CLOSING OF TRANSFER BOOKS, OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders of any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, that date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or at least ten days before each
meeting of shareholders, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be



kept on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof
kept in this State, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number of voting by classes is required by the Act, the Articles of
Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his/her name if authority to do so
shall be contained in an appropriate order of the court by which such receiver
was appointed.



     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the share so transferred.

     Shares of its own stock belonging to this corporation shall be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of taking of the corporate action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing or a certificate under
any section of the Act if such action had been voted on by the shareholders at a
meeting thereof, the certificate filed under such section shall state, in lieu
of any statement required by such section concerning any vote of shareholders,
that written consent has been given in accordance with the provisions of the Act
and that written notice has been given as provided in the Act.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva vice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.



                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of Illinois or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution the time and place, either within or without the State of
Illinois, for holding of additional regular meetings without other notice than
such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Illinois, as the place for
holding any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.



     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
bylaws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION OR REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or bylaws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise notwithstanding any director conflict of interest. By resolution of
the board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.



     SECTION 13. APPOINTMENT OF COMMITTEES. The board of directors may, by
resolution passed by the whole board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.



     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one has
been elected, shall preside at all meetings of the shareholders and the board of
directors and shall implement policies and strategies for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of the president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENT. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the officer
of treasurer and such other duties as from time to time may be assigned to
him/her by the president or by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for share
prior to the issue thereof and to all documents, the



execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, or a
vice-president, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him/her by the president or by the board of
directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required, by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.



                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost
destroyed or mutilated certificate, a new one may be issued therefore upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper evidence of authority
to transfer, or by his/her attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.



                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall inscribed thereon the name of the corporation and the
words, "Corporate Seal" and "Illinois".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Act of the State of Illinois, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request of the corporation
as a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a



presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTION. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.



     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted or arising
out of his/her status as such, whether or not the corporation would have the
power to indemnify him/her against such liability under the provisions of this
Article.

     SECTION 8. SHAREHOLDER NOTICE OF INDEMNIFICATION PAYMENT. If the
corporation has indemnified or has advanced expenses to a director, officer,
employee or agent, the corporation shall report the indemnification or advance
in writing to the shareholders with or before the notice of the next
shareholder's meeting.

     SECTION 9. MERGER. The purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employee or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLAN. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or invoices services by such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.

EX-3.15

                                                                    Exhibit 3.15

           No. 21575 Filed on the 25th day of July 1994 at 2:41 P.M.

                             File Number 5789-786-4

                            (STATE OF ILLINOIS LOGO)

                        OFFICE OF THE SECRETARY OF STATE

Whereas, ARTICLES OF INCORPORATION OF TITAN TIRE CORPORATION INCORPORATED UNDER
THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY
OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY
1, A.D. 1984.

Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.

     In Testimony whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this 13TH day
of JULY A.D. 1994 and of the Independence of the United States the two hundred
and 19TH.

(SEAL)


                                        /s/ George H. Ryan
                                        ----------------------------------------
                                        SECRETARY OF STATE

C-259



Form BCA-2.10              ARTICLES OF INCORPORATION

(Rev. Jan. 1991)           (STAMP)                        SUBMIT IN DUPLICATE!

George H. Ryan                                           This space for use by
Secretary of State                                         Secretary of State
Department of Business
Services                                               Date 7-13-94
Springfield, IL 62756
Telephone (217) 782-6961                               Franchise Tax   $ 25
                                                       Filing Fee      $ 75
Payment must be made by                                                ----
certified check,                                       Approved:       $100
cashier's check,
Illinois attorney's
check, Illinois C.P.A's
check or money order,
payable to "Secretary of
State."

1.   CORPORATE NAME: TITAN TIRE CORPORATION __________

     (The corporate name must contain the word "corporation", "company,"
     "incorporated," "limited" or an abbreviation thereof.)

2.   Initial Registered Agent:      Maurice          M.         Taylor, Jr.
                                  First Name   Middle Initial    Last name

     Initial Registered Office:   2701 Spruce Street
                                        Number          Street    Suite #

                                        Quincy           62301     Adams
                                         City          Zip Code   County

3.   Purpose or purposes for which the corporation is organized:

     (If not sufficient space to cover this point, add one or more sheets of
     this size.)

     To engage in the business of manufacturing, producing, selling and
     distributing tires for agricultural implements, equipment and machinery,
     and for passenger cars and light trucks, and for all purposes incidental
     thereto, and to engage in the transaction of any or all other lawful
     business for which corporations may be incorporated under the Business
     Corporation Act of 1983, as amended.

4.   Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:



            Par Value     Number of Shares      Number of Shares     Consideration to be
 Class      per Share        Authorized      Proposed to be Issued    Received Therefor
- ------   --------------   ----------------   ---------------------   -------------------
                                                         
Common   $ No Par Value      10,000,000               10,000             $10,000.00


Paragraph 2: The preferences, qualifications, limitations, restrictions and
special or relative rights in respect of the shares of each class are:

(If not sufficient space to cover this point, add one or more sheets of this
size.)

                                                                         (STAMP)

                                     (over)

5789-786-4


5. OPTIONAL:   (a)  Number of directors constituting the initial board of
                    directors of the corporation: _________________.

               (b)  Names and addresses of the persons who are to serve as
                    directors until the first annual meeting of shareholders or
                    until their successors are elected and qualify:

                    Name                    Residential Address

               _________________________________________________________________

               _________________________________________________________________

               _________________________________________________________________

               _________________________________________________________________

                                                                             
6. OPTIONAL:   (a)  It is estimated that the value of all property to be owned
                    by the corporation for the following year wherever located
                    will be:                                                       $____________________

               (b)  It is estimated that the value of the property to be located
                    within the State of Illinois during the following year
                    will be:                                                       $____________________

               (c)  It is estimated that the gross amount of business that will
                    be transacted by the corporation during the following year
                    will be:                                                       $____________________

               (d)  It is estimated that the gross amount of business that will
                    be transacted from places of business in the State of
                    Illinois during the following year will be:                    $____________________



7. OPTIONAL:   OTHER PROVISIONS

               Attach a separate sheet of this size for any other provision to
               be included in the Articles of Incorporation, e.g., authorizing
               preemptive rights, denying cumulative voting, regulating internal
               affairs, voting majority requirements, fixing a duration other
               than perpetual, etc.

8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

     The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.

Dated July 12, 1994.



          SIGNATURE AND NAME                            ADDRESS
                                     


1. /s/ William M. McCleery, Jr.         1.  525 Jersey Street, P.O. Box 1069
   ----------------------------------      -------------------------------------
   Signature                               Street

   William M. McCleery, Jr.                  Quincy       IL          62301
   ----------------------------------      -------------------------------------
   (Type or Print Name)                    City/Town    State        Zip Code


2.                                      2.
   ----------------------------------      -------------------------------------
   Signature                               Street

   ----------------------------------      -------------------------------------
   (Type or Print Name)                    City/Town     State       Zip Code


3.                                      3.
   ----------------------------------      -------------------------------------
   Signature                               Street

   ----------------------------------      -------------------------------------
   (Type or Print Name)                    City/Town     State       Zip Code


(Signatures must be in ink on original document, Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice President and verified by him, and attested by its Secretary
or Assistant Secretary.

                                  FEE SCHEDULE

- -    The initial franchise tax is assessed at the rate of 15/100 of 1 percent
     ($1.50 per $1,000) on the paid-in capital represented in this state, with a
     minimum of $25

- -    The filing fee is $75.

- -    The minimum total due (franchise tax + filing fee) is $100.

     (Applies when the Consideration to be Received as set forth in Item 4 does
     not exceed $16,667)

- -    The Department of Business Services in Springfield will provide assistance
     in calculating the total fees if necessary.

     Illinois Secretary of State             Springfield, IL 62756
     Department of Business Services         Telephone (217) 782-9522
                                                             782-9523

C 162 13


         No. 22368 Filed on the 16th day of August 1994 at 11:30 A. M.

                                                      
Form BCA-1.15                     STATEMENT OF CORRECTION   File # 5789-786-4

(Rev. Jan. 1991)
                                                            SUBMIT IN DUPLICATE
George H. Ryan
Secretary of State                                         This space for use by
Department of Business Services           (STAMP)             Secretary of State
Springfield, IL 62756
Telephone (217) 785-2237                                Date 8/9/94
                                                        Franchise Tax  $7,475.00
Remit payment in check or money                         Filling Fee    $   25.00
order, payable to Secretary of                          Interest       $  149.50
State."                                                                ---------
                                                        Approved:      $7,649.50


1.   CORPORATE NAME: TITAN TIRE CORPORATION                              (STAMP)

2.   STATE OR COUNTRY OF INCORPORATION: Illinois

3.   Title of document to be corrected: Articles of Incorporation

4.   Date erroneous document was filed by Secretary of State: July 13, 1994

5.   Inaccuracy, error or defect:

     (Briefly identify the error and explain how it occurred. Use reverse side
     or add one or more sheets of this size if necessary)

     The Consideration to be Received for the shares to be issued was stated to
     be $10,000.00 when, in fact, the Consideration to be Received is
     $5,000,000.00.

6.   Corrected portion(s) of the document in corrected form:
     (If there is not sufficient space to cover this point, use reverse side or
     add one or more sheets of this size:)

4.   Authorized Shares, Issued Shares and Consideration Received:



                                           Number of Shares   Consideration
           Par Value    Number of Shares    Proposed to be    to be Receipt
Class      Per Share       Authorized           Issued           Therefor
- ------   ------------   ----------------   ----------------   -------------
                                                  
Common   No Par Value      10,000,000           10,000        $5,000,000.00


7.   The undersigned corporation has caused this statement to be signed by its
     duly authorized officers, each of whom affirms, under penalties of
     perjury, that the facts stated herein are true.

Dated August 9, 1994                       TITAN TIRE CORPORATION
                                           (Exact Name of Corporation)


attested by /s/ Richard A. Colletta       by /s/ Maurice M. Taylor
            ---------------------------      ------------------------
            (Signature of Secretary          (Signature of President or
               or Assistant Secretary)         or Vice-President)

            Richard A. Colletta, Secretary     Maurice M. Taylor, Jr., President
            (Type or Print Name and Title)     (Type or Print Name and Title)


C 199 4

EX-3.16

                                                                    Exhibit 3.16

                                    BY-LAWS

                                       OF

                             TITAN TIRE CORPORATION

                                    ARTICLE I

                                     OFFICES

     The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose business office is identical with
such registered office, and may have other offices within or without the state.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders shall be
held on the second Tuesday of the fifth calendar month after the end of the
Corporation's fiscal year, or at such time as the board of directors may
designate for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called either by the president, by the board of directors or by the holders of
not less than one-fifth of all the outstanding shares of the corporation
entitled to vote, for the purpose or purposes stated in the call of the meeting.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, as the place of meeting for any annual meeting or for any special meeting
called by the board of directors. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be at the registered
office of the corporation in the State of Illinois.

     SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than 10
nor more than 60 days before the date of the meeting, or in the case of a
merger, consolidation share exchange, dissolution or sale, lease or exchange of
assets not less than 20 nor more than 60 days before the date of the meeting,
either personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail addressed to the
shareholder at his or her address as it appears on the records of the
corporation, with postage thereon prepaid. When a meeting is adjourned to
another time or place,



notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken.

     SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors of the corporation may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than 60 days and for a meeting of shareholders, not less than 10 days, or in the
case of a merger, consolidation, share exchange, dissolution or sale, lease or
exchange of assets, not less than 20 days before the date of such meeting. If no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. A determination of shareholders shall apply to any adjournment
of the meeting.

     SECTION 6. VOTING LISTS. The officer or agent having charge of the transfer
book for shares of the corporation shall make, within 20 days after the record
date for a meeting of shareholders or 10 days before such meeting, whichever is
earlier, a complete list of the shareholders entitled to vote at such meeting,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list, for a period of 10 days prior to such meeting, shall
be kept on file at the registered office of the corporation and shall be subject
to inspection by any shareholder, and to copying at the shareholder's expense,
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof kept in this State, shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.

     SECTION 7. QUORUM. The holders of a majority of the outstanding shares of
the corporation entitled to vote on a matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter at any meeting of
shareholders, but in no event shall a quorum consist of less than one-third of
the outstanding shares entitled so to vote; provided that if less than a
majority of the outstanding shares are represented at said meeting, a majority
of the shares so represented may adjourn the meeting at any time without further
notice. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by the Business
Corporation Act, the articles of incorporation or these by-laws. At any
adjourned meeting at which a quorum shall be present, any business may be



transacted which might have been transacted at the original meeting. Withdrawal
of shareholders from any meeting shall not cause failure of a duly constituted
quorum at that meeting.

     SECTION 8. PROXIES. Each shareholder may appoint a proxy to vote or
otherwise act for him or her by signing an appointment form and delivering it to
the person so appointed, but no such proxy shall be valid after 11 months from
the date of its execution, unless otherwise provided in the proxy.

     SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to one vote in each matter submitted to vote at a meeting of
shareholders, and in all elections for directors, every shareholder shall have
the right to vote the number of shares owned by such shareholder for as many
persons as there are directors multiplied by the number of such shares or to
distribute such cumulative votes in any proportion among any number of
candidates. Each shareholder may vote either in person or by proxy as provided
in SECTION 8 hereof.

     SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares held by the
corporation in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares entitled to vote at any given
time.

     Shares registered in the name of another corporation, domestic or foreign,
may be voted by any officer, agent, proxy or other legal representative
authorized to vote such shares under the law of incorporation of such
corporation.

     Shares registered in the name of a deceased person, a minor ward or a
person under legal disability, may be voted by his or her administrator,
executor or court appointed guardian, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor or court
appointed guardian. Shares registered in the name of a trustee may be voted by
him or her, either in person or by proxy.

     Shares registered in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his or her name if authority to do so
is contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not to exceed 10 years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or



trustees for the purpose of the agreement. Any such trust agreement shall not
become effective until a counterpart of the agreement is deposited with the
corporation at its registered office. The counterpart of the voting trust
agreement so deposited with the corporation shall be subject to the same right
of examination by a shareholder of the corporation, in person or by agent or
attorney, as are the books and records of the corporation, and shall be subject
to examination by any holder of a beneficial interest in the voting trust,
either in person or by agent or attorney, at any reasonable time for any proper
purpose.

     Shares of its own stock belonging to this corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 11. CUMULATIVE VOTING. In all elections for directors, every
shareholder shall have the right to vote in person or by proxy, the number of
shares owned by him/her, for as many persons as there are directors to be
elected, or to cumulate such votes, and give one candidate as many votes as the
number of directors multiplied by the number of his/her shares shall equal, or
to distribute them on the same principle among as many candidates as he/she
shall think fit.

     The articles of incorporation may be amended to limit or eliminate
cumulative voting rights in all or specified circumstances, or to limit or deny
voting rights or to provide special voting rights as to any class or classes or
series of shares of the corporation.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the presiding
officer may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

     Such inspectors shall ascertain and report the number of shares represented
at the meeting, based upon their determination of the validity and effect of
proxies; count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders.

     Each report of an inspector shall be in writing and signed by him or her or
by a majority of them if there be more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall be
the report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders,



may be taken without a meeting and without a vote, if a consent in writing,
setting forth the action so taken shall be signed (a) if 5 days prior notice of
the proposed action is given in writing to all of the shareholders entitled to
vote with respect to the subject matter hereof, by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voting or (b) by all of the shareholders entitled
to vote with respect to the subject matter thereof.

     Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given in writing to those
shareholders who have not consented in writing. In the event that the action
which is consented to is such as would have required the filing of a certificate
under any section of the Business Corporation Act if such action had been voted
on by the shareholders at a meeting thereof, the certificate filed under such
section shall state, in lieu of any statement required by such section
concerning any vote of shareholders, that written consent has been given in
accordance with the provisions of SECTION 7.10 of the Business Corporation Act
and that written notice has been given as provided in such SECTION 7.10.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be by voice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business of the corporation shall be managed
by or under the direction of its board of directors. A majority of the board of
directors may establish reasonable compensation for their services and the
services of other officers, irrespective of any personal interest.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be three (3). Each director shall hold office until the
next annual meeting of shareholders; or until his successor shall have been
elected and qualified. Directors need not be residents of Illinois or
shareholders of the corporation. The number of directors may be increased or
decreased from time to time by the amendment of this section. No decrease shall
have the effect of shortening the term of any incumbent director.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without other notice than this by-law, immediately after the
annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place for holding of additional regular meetings
without other notice than such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any



two directors. The person or persons authorized to call special meetings of the
board of directors may fix any place as the place for holding any special
meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least 8
days previous thereto by written notice to each director at his business
address. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed, with postage thereon prepaid. If notice
be given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegram company. The attendance of a director at
any meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
by-laws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting at any time without further notice.

     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
by-laws, or the articles of incorporation.

     SECTION 8. VACANCIES. Any vacancy on the board of directors may be filled
by election at the next annual or special meeting of shareholders. A majority of
the board of directors may fill any vacancy prior to such annual or special
meeting of shareholders.

     SECTION 9. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, by a majority of shareholders if the notice of
the meeting names the director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. The authority of the board of
directors may be exercised without a meeting if a consent in writing, setting
forth the action taken, is signed by all of the directors entitled to vote.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise notwithstanding any director conflict of interest. By
resolution of the board of directors, the directors may be paid their expenses,
if any, of attendance at each meeting of the board. No such payment previously
mentioned in this section shall



preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his or her dissent shall be entered in the minutes of the meeting
or unless he or she shall file his or her written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered or certified mail to the secretary
of the corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.

     SECTION 13. COMMITTEES. A majority of the board of directors may create one
or more committees of two or more members to exercise appropriate authority of
the board of directors. A majority of such committee shall constitute a quorum
for transaction of business. A committee may transact business without a meeting
by unanimous written consent.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a president,
one or more vice-presidents, a treasurer, a secretary, and such other officers
as may be elected or appointed by the board of directors. Any two or more
offices may be held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices created and filled at any meeting of the board of directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided. Election of an officer shall
not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interest of the corporation would be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. PRESIDENT. The president shall be the principal executive
officer of the corporation. Subject to the direction and control of the board of
directors, he/she shall be in charge of the business of the corporation; he
shall see that the resolutions and directions of the board of directors are
carried into effect except in those instances in which that responsibility is
specifically assigned



to some other person by the board of directors; and, in general, he/she shall
discharge all duties incident to the office of president and such other duties
as may be prescribed by the board of directors from time to time. He shall
preside at all meetings of the shareholders and of the board of directors.
Except in those instances in which the authority to execute is expressly
delegated to another officer or agent of the corporation or a different mode of
execution is expressly prescribed by the board of directors or these by-laws, he
may execute for the corporation certificates for its shares, and any contracts,
deeds, mortgages, bonds or other instruments which the board of directors has
authorized to be executed, and he may accomplish such execution either under or
without the seal of the corporation and either individually or with the
secretary, any assistant secretary, or any other officer thereunto authorized by
the board of directors, according to the requirements of the form of the
instrument. He may vote all securities which the corporation is entitled to vote
except as and to the extent such authority shall be vested in a different
officer or agent of the corporation by the board of directors.

     SECTION 5. THE VICE-PRESIDENTS. The vice-president (or in the event there
be more than one vice-president, each of the vice-presidents) shall assist the
president in the discharge of his/her duties as the president may direct and
shall perform such other duties as from time to time may be assigned to him/her
by the president or by the board of directors. In the absence of the president
or in the event of his/her inability or refusal to act, the vice-president (or
in the event there be more than one vice-president, the vice-presidents in the
order designated by the board of directors, or by the president if the board of
directors has not made such a designation, or in the absence of any designation,
then in the order of seniority of tenure as vice president) shall perform the
duties of the president, and when so acting, shall have the powers of and be
subject to all the restrictions upon the president. Except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the corporation or a different mode of execution is expressly
prescribed by the board of directors or these by-laws, the vice president (or
each of them if there are more than one) may execute for the corporation
certificates for its shares and any contracts, deeds, mortgages, bonds or other
instruments which the board of directors has authorized to be executed, and
he/she may accomplish such execution either under or without the seal of the
corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors,
according to the requirements of the form of the instrument.

     SECTION 6. THE TREASURER. The treasurer shall be the principal accounting
and financial officer of the corporation. He shall: (a) have charge of and be
responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the president
or by the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful



discharge of his duties in such sum and with such surety or sureties as the
board of directors may determine.

     SECTION 7. THE SECRETARY. The secretary shall: (a) record the minutes of
the shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation; (d) keep a register of
the post-office address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) sign with the president, or a vice-president,
or any other officer thereunto authorized by the board of directors,
certificates for shares of the corporation, the issue of which shall have been
authorized by the board of directors, and any contracts, deeds, mortgages,
bonds, or other instruments which the board of directors has authorized to be
executed, according to the requirements of the form of the instrument, except
when a different mode of execution is expressly prescribed by the board of
directors or these by laws; (f) have general charge of the stock transfer books
of the corporation; (g) have authority to certify the by-laws, resolutions of
the shareholders and board of directors and committees thereof, and other
documents of the corporation as true and correct copies thereof, and (h) perform
all duties incident to the office of secretary and such other duties as from
time to time may be assigned to him/her by the president or by the board of
directors.

     SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers and assistant secretaries shall perform such duties as shall be
assigned to them by the treasurer or the secretary, respectively, or by the
president or the board of directors. The assistant secretaries may sign with the
president, or a vice-president, or any other officer thereunto authorized by the
board of directors, certificates for shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine.

     SECTION 9. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors.



     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness if issued in the name
of the corporation, shall be signed by such officer or officers, agent or agents
of the corporation and in such manner as shall from time to time be determined
by resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.

                                   ARTICLE VI

                            SHARES AND THEIR TRANSFER

     SECTION 1. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED SHARES.
Shares either shall be represented by certificates or shall be uncertificated
shares.

     Certificates representing shares of the corporation shall be signed by the
appropriate officers and may be sealed with the seal or a facsimile of the seal
of the corporation. If a certificate is countersigned by a transfer agent or
registrar, other than the corporation or its employee, any other signatures may
be facsimile. Each certificate representing shares shall be consecutively
numbered or otherwise identified, and shall also state the name of the person to
whom issued, the number and class of shares (with designation of series, if
any), the date of issue, and that the corporation is organized under Illinois
law. If the corporation is authorized to issue shares of more than one class or
of series within a class, the certificate shall also contain such information or
statement as may be required by law.

     Unless prohibited by the articles of incorporation, the board of directors
may provide by resolution that some or all of any class or series of shares
shall be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until the certificate has been surrendered to the
corporation. Within a reasonable time after the issuance or transfer of
uncertificated shares, the corporation shall send the registered owner thereof a
written notice of all information that would appear on a certificate. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of uncertificated shares shall be identical to those of the holders of
certificates representing shares of the same class and series.

     The name and address of each shareholder, the number and class of shares
held and the date on which the shares were issued shall be entered on the books
of the corporation. The person in whose name shares stand on the books of the
corporation shall be deemed the owner thereof for all purposes as regards the
corporation.

     SECTION 2. LOST CERTIFICATES. If a certificate representing shares has
allegedly been lost or destroyed the board of directors may in its discretion,
except as may be required by law, direct that a new certificate be issued upon
such indemnification and other reasonable requirements as it may impose.



     SECTION 3. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be recorded on the books of the corporation. Transfer of shares represented by a
certificate, except in the case of a lost or destroyed certificate, shall be
made on surrender for cancellation of the certificate for such shares. A
certificate presented for transfer must be duly endorsed and accompanied by
proper guaranty of signature and other appropriate assurances that the
endorsement is effective. Transfer of an uncertificated share shall be made on
receipt by the corporation of an instruction from the registered owner or other
appropriate person. The instruction shall be in writing or a communication in
such form as may be agreed upon in writing by the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors.

                                  ARTICLE VIII

                                  DISTRIBUTIONS

     The board of directors may authorize, and the corporation may make,
distributions to its shareholders, subject to any restrictions in its articles
of incorporation or provided by law.

                                   ARTICLE IX

                                      SEAL

     The corporate seal shall have inscribed thereon the name of the corporation
and the words "Corporate Seal, Illinois." The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or in any other manner
reproduced, provided that the affixing of the corporate seal to an instrument
shall not give the instrument additional force or effect, or change the
construction thereof, and the use of the corporate seal is not mandatory.

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice is required to be given under the provisions of these
by-laws or under the provisions of the articles of incorporation or under the
provisions of The Business Corporation Act of the State of Illinois, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Attendance at any meeting shall constitute waiver of
notice thereof unless the person at the meeting objects to the holding of the
meeting because proper notice was not given.



                                   ARTICLE XI

          INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

     SECTION 1. The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment or settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

     SECTION 2. The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

     SECTION 3. To the extent that a director, officer, employee, or agent of a
corporation has been successful, on the



merits or otherwise, in the defense of any action, suit or proceeding referred
to in sections 1 and 2, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses actually and reasonably
incurred by such person in connection therewith.

     SECTION 4. Any indemnification under sections 1 and 2 shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in sections 1 and 2. Such determination shall be made (a) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
shareholders.

     SECTION 5. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding, as authorized by the board of directors in
the specific case, upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
corporation as authorized in this article.

     SECTION 6. The indemnification provided by this article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

     SECTION 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify such person against such liability under the provisions of these
sections.

     SECTION 8. If the corporation has paid indemnity or had advanced expenses
to a director, officer, employee or agent, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders' meeting.



     SECTION 9. References to "the corporation" shall include, in addition to
the surviving corporation, any merging corporation, including any corporation
having merged with a merging corporation, absorbed in a merger which otherwise
would have lawfully been entitled to indemnify its directors, officers, and
employees or agents.

                                   ARTICLE XII

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the articles of incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors, but no by-law adopted by the shareholders may be altered,
amended or repealed by the board of directors if the by-laws so provide. The
by-laws may contain any provisions for the regulation and management of the
affairs of the corporation not inconsistent with the law or the articles of
incorporation.

EX-3.17

                                                                               .
                                                                               .
                                                                               .

                                                                    Exhibit 3.17

                                 *200617300956*



DATE:        DOCUMENT ID    DESCRIPTION                            FILING   EXPED   PENALTY   CERT   COPY
- -----        -----------    -----------                            ------   -----   -------   ----   ----
                                                                                
06/22/2006   200617300956   DOMESTIC ARTICLES/FOR PROFIT (ARF)     125 00     00         00     00     00


                                     RECEIPT
                 This is not a bill Please do not remit payment

BURKEY, BURKEY & SCHER, CO., LPA
CHESTNUT PROFESSIONAL OFFICES
200 CHESTNUT AVENUE NE
WARREN, OH 44483

                                  STATE OF OHIO
                                   CERTIFICATE
                  OHIO SECRETARY OF STATE, J. KENNETH BLACKWELL

                                     1631233

    It is hereby certified that the Secretary of State of Ohio has custody of
                            the business records for

                         TITAN TIRE CORPORATION OF BRYAN

        and, that said business records show the filing and recording of:

Document(s):                   Document No(s):
DOMESTIC ARTICLES/FOR PROFIT   200617300956

                                        Witness my hand and the seal of the
                                        Secretary of State at Columbus, Ohio
                                        this 21st day of June, A.D. 2006.

             (SEAL)
                                        /s/ J. Kenneth Blackwell
    United States of America            ----------------------------------------
          State of Ohio                 Ohio Secretary of State
Office of the Secretary of State




                                                                         
            (SEAL)                    Prescribed by J. Kenneth Blackwell       Expedite this Form: (Select One)
                                            Ohio Secretary of State            Mail Form to one of the Following
                                         Central Ohio: (614) 466-3910          [ ] Yes   PO Box 1390
                                  Toll Free: 1-877-SOS-FILE (1-877-767-3453)             Columbus, OH 43216

                                                                                  *** Requires an additional fee of $100 ***
www.state.oh.us/sos
e-mail: busserv@sos.state.oh.us                                                [ ] No    PO Box 670
                                                                                         Columbus, OH 43216


                        INITIAL ARTICLES OF INCORPORATION
                       (For Domestic Profit or Non-Profit)
                               Filing Fee $125.00

THE UNDERSIGNED HEREBY STATES THE FOLLOWING:

(CHECK ONLY ONE (1) BOX)

(1) [X] Articles of Incorporation   (2) [ ] Articles of Incorporation   (3) [ ] Articles of Incorporation Professional
        Profit                              Non-Profit                          (170-ARP)

            (113-ARF)                           (114-ARN)                       Profession
             ORC 1701                            ORC 1702                       ORC 1785

Complete the general Information in this section for the box checked above.

FIRST:    Name of Corporation   Titan Tire Corporation of Bryan

SECOND:   Location    Bryan   Williams
                     (City)   (County)

Effective Date (Optional)   ____________   Date specified can be no more than 90
                            (mm/dd/yyyy)   days after date of filing. If a date
                                           is specified, the date must be a date
                                           on or after the date of filing.

[ ]  Check here if additional provisions are attached

Complete the information in this section if box (2) or (3) is checked.
Completing this section is optional if box (1) is checked.

THIRD:    Purpose for which corporation is formed

          Manufacturer of tires.

Complete the information in this section if box (1) or (3) is checked.

FOURTH: The number of shares which the corporation is authorized to have
outstanding (Please state if shares are common or preferred and their par value
if any)        1000         Common      $1.00
          (No. of Shares)   (Type)   (Par Value)

(Refer to instructions if needed)




532                           Page 1 of 3                 Last Revised: May 2002



Completing the Information in this section is optional

FIFTH: The following are the names and addresses of the Individuals who are to
serve as initial Directors

Maurice M. Taylor, Jr.
(Name)

2701 Spruce Street
(Street) NOTE: P.O. Box Addresses are NOT acceptable.

Quincy      IL        62301
(City)   (State)   (Zip Code)

Kent W. Hackamack
(Name)

2701 Spruce Street
(Street) NOTE: P.O. Box Addresses are NOT acceptable.

Quincy      IL        62301
(City)   (State)   (Zip Code)

______________________________________________________
(Name)

______________________________________________________
(Street)   NOTE: P.O. BOX ADDRESSES ARE NOT ACCEPTABLE.

______   _________   ___________
(City)    (State)     (Zip Code)

        REQUIRED


Must be authenticated       /s/ Cheri T. Holley                   5/31/06
(signed) by an authorized   -----------------------------------   Date
representative              Authorized Representative
   (See Instructions)       Cheri T. Holley
                            (Print Name)

                            2701 Spruce Street
                            Quincy, IL 62301


                            -----------------------------------   --------------
                            Authorized Representative             Date

                            -----------------------------------
                            (Print Name)

                            -----------------------------------

                            -----------------------------------

                            -----------------------------------   --------------
                            Authorized Representative             Date

                            -----------------------------------
                            (Print Name)

                            -----------------------------------

                            -----------------------------------


532                               Page 2 of 3             Last Revised: May 2002



Complete the information in this section if box (1) (2) or (3) is checked.

                    ORIGINAL APPOINTMENT OF STATUTORY AGENT

The undersigned, being at least a majority of the incorporators of Titan Tire
Corporation of Bryan hereby appoint the following to be statutory agent upon
whom any process, notice or demand required or permitted by statute to be served
upon the corporation may be served. The complete address of the agent is

James Scher, Esq.
(Name)

200 Chestnut Place 200 Chestnut Ave., N.E.
(Street)   NOTE: P.O. Box Addresses are NOT acceptable.

Warren Ohio     44483
(City)        (Zip Code)


Must be authenticated by    /s/ Cheri T. Holley                5/31/06
an authorized               --------------------------------   Date
representative              Authorized Representative


                            --------------------------------   -----------------
                            Authorized Representative          Date


                            --------------------------------   -----------------
                            Authorized Representative          Date

                           ACCEPTANCE OF APPOINTMENT

The Undersigned, James Scher, Esq., named herein as the Statutory agent for,
Titan Tire Corporation of Bryan, hereby acknowledges and accepts the appointment
of statutory agent for said entity.


                            Signature: /s/ James Scher, Esq.
                                       ----------------------------------
                                       (Statutory Agent)


532                               Page 3 of 3             Last Revised: May 2002

EX-3.18

                                                                    Exhibit 3.18

                                    BYLAWS OF

                         TITAN TIRE CORPORATION OF BRYAN

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation shall be located in Bryan, Ohio.
The corporation may have such other offices, either within or without the State
of Ohio, as the business of the corporation may require from time to time.

     The registered office of the corporation required by Ohio Business
Corporation Act (the "Act") to be maintained in the State of Ohio may be, but
need not be, identical with the principal office in the State of Illinois, and
the address of the registered office may be changed from time to time by the
board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 2007, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Ohio, as the place of meeting for
any annual meeting or for any special meeting called by the board of directors.
A waiver of notice signed by all shareholders may designate any place, either
within or without the State of Ohio, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the corporation in the
State of Ohio, except as otherwise provided in Section 5 of this article.



     SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all the shareholders shall meet
at any time and place, either within or without the State of Ohio, and consent
to the holding of a meeting at such time and place, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.

     SECTION 6. CLOSING OF TRANSFER BOOKS, OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders of any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of merger, consolidation,
share exchange, dissolution or sale, lease ro exchange of assets, not less than
twenty days, immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, that date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or at least ten days before each
meeting of shareholders, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be subject to inspection by



any shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original share ledger or transfer book, or a duplicate thereof kept in this
State, shall be prima facie evidence as to who are the shareholders entitled to
examine such list or share ledger or transfer book or to vote at any meeting of
shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number of voting by classes is required by the Act, the Articles of
Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his/her name if authority to do so
shall be contained in an appropriate order of the court by which such receiver
was appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the share so transferred.



     Shares of its own stock belonging to this corporation shall be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

     Such inspectors shall ascertain and report the number of shares represented
at the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of taking of the corporate action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing or a certificate under
any section of the Act if such action had been voted on by the shareholders at a
meeting thereof, the certificate filed under such section shall state, in lieu
of any statement required by such section concerning any vote of shareholders,
that written consent has been given in accordance with the provisions of the Act
and that written notice has been given as provided in the Act.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva vice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.



                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of Ohio or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution the time and place, either within or without the State of
Ohio, for holding of additional regular meetings without other notice than such
resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Ohio, as the place for holding
any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.



     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
bylaws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION OR REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or bylaws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise notwithstanding any directors conflict of interest. By resolution of
the board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

     SECTION 13. APPOINTMENT OF COMMITTEES. The board of directors, may by
resolution passed by the whole board, designate one or more committees, each



committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one has
been elected, shall preside at all meetings of the shareholders and the board of



directors and shall implement policies and strategies for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of the president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENT. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the officer
of treasurer and such other duties as from time to time may be assigned to
him/her by the president or by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for share
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these by-laws; (d) keep a register of the post office



address of each shareholder which shall be furnished to the secretary by such
shareholder; (e) sign with the president, or a vice-president, certificates for
shares of the corporation, the issue of which shall have been authorized by
resolution of the board of directors; (f) have general charge of the stock
transfer books of the corporation; (g) in general perform all duties incident to
the office of secretary and such other duties as from time to time may be
assigned to him/her by the president or by the board of directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required, by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.



                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost
destroyed or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper evidence of authority
to transfer, or by his/her attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.



                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall inscribed thereon the name of the corporation and the
words, "Corporate Seal" and "Ohio".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Act of the State of Ohio, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request of the corporation
as a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a



presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTION. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.



     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted or arising
out of his/her status as such, whether or not the corporation would have the
power to indemnify him/her against such liability under the provisions of this
Article.

     SECTION 8. SHAREHOLDER NOTICE OF INDEMNIFICATION PAYMENT. If the
corporation has indemnified or has advanced expenses to a director, officer,
employee or agent, the corporation shall report the indemnification or advance
in writing to the shareholders with or before the notice of the next
shareholder's meeting.

     SECTION 9. MERGER. The purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employee or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLAN. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or invoices services by such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.

EX-3.19

                                                                               .
                                                                               .
                                                                               .

                                                                    Exhibit 3.19

                                                                                     
FORM BCA 2.10 (rev. Dec. 2003)                                                            Instrument        Book Page
ARTICLES OF INCORPORATION                                                                200500065312  OR    102 1664
Business Corporation Act

Jesse White, Secretary of State                                                          200500065312
Department of Business Services                                                          Filed for Record in
Springfield, IL 62756                                                                    STEPHENSON COUNTY, IL
Telephone (217) 782-9522                                                                 VICI DTTE
          (217) 782-6961                                                                 04-08-2005 At 02:17 pm.
http://www.cyberdriveillinois.com                                                        CERTIFICATE     25.00
                                                                                         STATE TAX         .00
                                                                                         LOCAL TAX         .00
Remit payment in the form of a cashier's                                                 OR Book 102 Page 1664 - 1665
check, certified check, money order        FILED: 4/1/2005
or an Illinois attorney's or CPA's check   JESSE WHITE
payable to the Secretary of State.
SEE NOTE 1 TO DETERMINE FEES!              SECRETARY OF STATE

Filing Fee: $150.00   Franchise Tax   $25.00           175.00           64093045                _____________________

________ Submit in duplicate ________ Type or Print clearly in black ink _______ Do not write above this line _______

1.   CORPORATE NAME: Titan Tire Corporation of Freeport KAK

     ________________________________________________________________________________________________________________
     (The corporate name must contain the word "corporation", "company," "incorporated," "limited" or an
     abbriviation thereof.)

2.   Initial Registered Agent:        Cheri                     T.                       Holley
                                   First Name             Middle Initial               Last name

     Initial Registered Office:     3769                  Route 20 East
                                   Number                   Street         Suite # (A P O BOX ALONE IS NOT ACCEPTABLE)

                                   Freeport         IL      61032                             Stephenson
                                     City                   Zip Code                            County

3.   Purpose or purposes for which the corporation is organized:
     (If not sufficient space to cover this point, add one or more sheets of this size.)

     The transaction of any or all lawful businesses for which corporations may be incorporated under the
      Illinois ___________ Corporation Act.

     To engage in the business of manufacturing, producing, selling and distributing agricultural tires and
     other off highway tires.

4.   Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:





                               Number of Shares                    Number of Shares           Consideration to be
     Class                        Authorized                     Proposed to be issued           Received thereof
                                                                                     
     Common                        10,000                               1,000                           $1,000
                                                                                                        ------
                                                                                                  TOTAL=$1,000


     Paragraph 2: The preferences, qualifications, limitations, restrictions and
     special or relative rights in respect of the shares of each class are:

     (If not sufficient space to cover this point, add one or more sheets of
     this size.)

                                     (Over)

C-162 24



                                                                                     
5.   OPTIONAL: (a) Number of directors constituting the initial board of directors of the corporation: ______________

               (b) Names and addresses of the persons who are to serve as directors until the first annual meeting of
                   shareholders or until their successors are elected and qualify:

                   Name                                         Address                         City, State.
                   ----                                         -------                         ------------
                   _________________________________________________________________________________________
                   _________________________________________________________________________________________
                   _________________________________________________________________________________________

6    OPTIONAL: (a) It is estimated that the value of all property to be owned by the
                   corporation for the following year wherever located will be:         $____________________________

               (b) It is estimated that the value of the property to be located within
                   the State of Illinois during the following year will be:             $____________________________

               (c) It is estimated that the gross amount of business that will be
                   transacted by the corporation during the following year will be:     $____________________________

               (d) It is estimated that the gross amount of business that will
                   be transacted from places of business in the State of Illinois
                   during the following year will be:                                   $____________________________

7.   OPTIONAL: OTHER PROVISIONS

               Attach a separate sheet of this size for any other provision to be included in the Articles of
               Incorporation, eg., authorizing preemptive rights, denying cumulative voting, regulating internal
               affairs, voting majority requirements, fixing a duration other than perpetual, etc.

8.                                        NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

     The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the
foregoing Articles of Incorporation are true.

Dated March 16, 2005
      (Month & Day) Year

                     SIGNATURE AND NAME                                                ADDRESS
                     ------------------                                                -------


1.   /s/ Cheri T. Holley
     -------------------------------------------------------   1.   2701, Spruce Street
     Signature                                                      Street

     Cheri T. Holley                                                Quincy               IL                  62301
     (Type or print Name)                                           City/Town           State                ________

2.                                                             2
     -------------------------------------------------------        -------------------------------------------------
     Signature                                                      Street

     -------------------------------------------------------        -------------------------------------------------
     (Type or Print Name)                                           City/Town           State                ________

3.                                                             3
     -------------------------------------------------------        -------------------------------------------------
     Signature                                                      Street

     -------------------------------------------------------        -------------------------------------------------
     (Type or Print Name)                                           City/Town           State                ________

(Signatures must be in BLACK INK on original document, Carbon copy, photocopy or rubber stamp signatures may ________
used on conformed copies.}

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be
shown and the execution shall be by a duly authorized corporate officer. Type or print officer's name and title
beneath signature

Note 1: Fee Schedule                                                                    Note 2: Return to:
The initial franchise tax is assessed at the rate of 15/100 of 1 percent
($1.50 per $1,000) on the paid-in capital represented in this                           -----------------------------
State. (Minimum initial franchise tax is $25)                                                   (Firm Name)

                                                                                        -----------------------------
                                                                                                (Attention)
The filing fee is $150
                                                                                        -----------------------------
                                                                                              (Mailing Address)

The minimum total due (franchise tax + filing fee) is $175                              -----------------------------
                                                                                            (City State Zip Code)

EX-3.20

                                                                    Exhibit 3.20

                                    BYLAWS OF

                       TITAN TIRE CORPORATION OF FREEPORT

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation in the State of Illinois shall be
located in Freeport, Illinois. The corporation may have such other offices,
either within or without the State of Illinois, as the business of the
corporation may require from time to time.

     The registered office of the corporation required by The General
Corporation Law of the State of Illinois (the "Act") to be maintained in the
State of Illinois may be, but need not be, identical with the principal office
in the State of Illinois, and the address of the registered office may be
changed from time to time by the board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 2006, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Illinois, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of the
corporation in the State of Illinois, except as otherwise provided in Section 5
of this article.



     SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all the shareholders shall meet
at any time and place, either within or without the State of Illinois, and
consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.

     SECTION 6. CLOSING OF TRANSFER BOOKS, OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders of any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, that date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or at least ten days before each
meeting of shareholders, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be



kept on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof
kept in this State, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number of voting by classes is required by the Act, the Articles of
Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his/her name if authority to do so
shall be contained in an appropriate order of the court by which such receiver
was appointed.



     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the share so transferred.

     Shares of its own stock belonging to this corporation shall be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of taking of the corporate action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing or a certificate under
any section of the Act if such action had been voted on by the shareholders at a
meeting thereof, the certificate filed under such section shall state, in lieu
of any statement required by such section concerning any vote of shareholders,
that written consent has been given in accordance with the provisions of the Act
and that written notice has been given as provided in the Act.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva vice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.



                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of Illinois or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution the time and place, either within or without the State of
Illinois, for holding of additional regular meetings without other notice than
such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Illinois, as the place for
holding any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.



     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
bylaws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION OR REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or bylaws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise notwithstanding any director conflict of interest. By resolution of
the board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.



     SECTION 13. APPOINTMENT OF COMMITTEES. The board of directors may, by
resolution passed by the whole board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.



     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one has
been elected, shall preside at all meetings of the shareholders and the board of
directors and shall implement policies and strategies for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of the president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENT. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the officer
of treasurer and such other duties as from time to time may be assigned to
him/her by the president or by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for share
prior to the issue thereof and to all documents, the



execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, or a
vice-president, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him/her by the president or by the board of
directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required, by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.



                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost
destroyed or mutilated certificate, a new one may be issued therefore upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper evidence of authority
to transfer, or by his/her attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.



                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall inscribed thereon the name of the corporation and the
words, "Corporate Seal" and "Illinois".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Act of the State of Illinois, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request of the corporation
as a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a



presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTION. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.



     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted or arising
out of his/her status as such, whether or not the corporation would have the
power to indemnify him/her against such liability under the provisions of this
Article.

     SECTION 8. SHAREHOLDERNOTICE OF INDEMNIFICATION PAYMENT. If the corporation
has indemnified or has advanced expenses to a director, officer, employee or
agent, the corporation shall report the indemnification or advance in writing to
the shareholders with or before the notice of the next shareholder's meeting.

     SECTION 9. MERGER. The purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employee or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLAN. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or invoices services by such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.

EX-3.21

                                                                    Exhibit 3.21

                              State of Mississippi

                           Secretary of State's Office
                                   Eric Clark
                               Secretary of State
                              Jackson, Mississippi

                   MISSISSIPPI CORPORATION INFORMATION SYSTEM

Corporation Name:
TITAN TIRE OF MISSISSIPPI, INC.

Corp ID: 0654453
Filed: 03/26/1998 AT 8:00 A.M.

Filing Fee Receipt: $50.00

                                        SECRETARY OF STATE
                                        P.O. Box 136
                                        Jackson, MS 39205
                                        (601) 359-1333


(SEAL)                                  /s/ ERIC CLARK
                                        ----------------------------------------
                                        ERIC CLARK
                                        Secretary of State



F0001 - PAGE 1 OF 2


                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
               P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
                            ARTICLES OF INCORPORATION

The undersigned, pursuant to Section 79-4-2.02 (if a profit corporation) or
Section 79-11-137 (if a nonprofit corporation) of the Mississippi Code of 1972,
hereby executes the following document and sets forth:

                                     
1. TYPE OF CORPORATION

   [X] Profit   [ ] Nonprofit

2. NAME OF THE CORPORATION

   Titan Tire of Mississippi, Inc.

3. THE FUTURE EFFECTIVE DATE IS ______________________                   (STAMP)
   (COMPLETE IF APPLICABLE)

4. FOR NONPROFITS ONLY: The period of duration is ___ years or ___ perpetual

5. FOR PROFITS ONLY: The Number (and Classes) if any of shares the corporation
is authorized to issue is (are) as follows

Classes   # of Shares Authorized   If more than one (1) class of shares is
                                   authorized, the preferences, limitations, and
                                   relative rights of each class are as follows:

one       1,000

____      ______                   _____________________________

6. NAME AND STREET ADDRESS OF THE REGISTERED AGENT AND REGISTERED OFFICE IS

Name Peyton S. Irby, Jr.

Physical
Address  633 North State Street

P.O. Box  _____________________________

City, State, ZIP5, ZIP4 Jackson         MS 39201 -

7. THE NAME AND COMPLETE ADDRESS OF EACH INCORPORATOR ARE AS FOLLOWS

Name   William B. Howell

Street 406 Orchard Park



                                        This page conforms with the duplicate
                                        original filed with the Secretary of
                                        State.


                                        /s/ Eric Clark
                                        ----------------------------------------
                                        Secretary of State

REV. 06/94


F0001 - PAGE 2 OF 2


                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
               P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
                            ARTICLES OF INCORPORATION

                                     
City, State, ZIP5, ZIP4  Ridgeland      MS 39157 -

Name                     Jacqueline M. Watkins

Street                   406 Orchard Park

City, State, ZIP5, Z1P4  Ridgeland      MS 39157 -

Name                     ___________________

Street                   ___________________

City, State, ZIP5, ZIP4  ___________________ ___ -

Name                     ___________________

Street                   ___________________

City, State, ZIP5, ZIP4  ___________________ ___ -

8. OTHER PROVISIONS      ____ See Attached

9. INCORPORATORS' SIGNATURES (PLEASE KEEP WRITING WITHIN BLOCKS)


/s/ William B. Howell                   /s/ Jacqueline M. Watkins
- -------------------------------------   ----------------------------------------

                                        This page conforms with the duplicate
                                        original filed with the Secretary of
                                        State.


                                        /s/ Eric Clark
                                        ----------------------------------------
                                        Secretary of State



REV. 06/94


F0001 - PAGE 1 OF 2


                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
               P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
                   REGISTERED AGENT/OFFICE STATEMENT OF CHANGE
                               PROFIT CORPORATION

1. CORPORATE ID
   00661172

2. CORPORATE NAME
   Titan Tire Corporation of Natchez

3. FEDERAL TAX ID
   64-0898897                                                            (STAMP)

4. NAME AND STREET ADDRESS OF THE REGISTERED AGENT AND REGISTERED OFFICE (AS ON
FILE WITH THE SECRETARY OF STATE)

Name Peyton S Irby, Jr.

Physical
Address  633 North State Street

P.O. Box  ____

City, State, ZIP5, ZIP4 Jackson         MS 39201-

5. NEW REGISTERED AGENT'S NAME AND REGISTERED OFFICE

Cheri T. Holley

Physical
Address  89 Kelly Avenue

P O  Box P O Box 927

City, State, ZIP5, ZIP4 Natchez         MS 39120 -

                                        This page conforms with the duplicate
                                        original filed with the Secretary of
                                        State.


                                        /s/ Eric Clark
                                        ----------------------------------------
                                        Secretary of State

REV. 01/96

EX-3.22

                                                                    Exhibit 3.22

                                    BYLAWS OF

                        TITAN TIRE CORPORATION OF NATCHEZ

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation in the State of Mississippi shall
be located in Natchez, Mississippi. The corporation may have such other offices,
either within or without the State of Mississippi, as the business of the
corporation may require from time to time.

     The registered office of the corporation required by The Mississippi
Business Corporation Act (the "Act") to be maintained in the State of
Mississippi may be, but need not be, identical with the principal office in the
State of Mississippi, and the address of the registered office may be changed
from time to time by the board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 1998, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Mississippi, as the place of
meeting for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Mississippi, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of the
corporation in the State of Mississippi, except as otherwise provided in Section
5 of this article.



     SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all the shareholders shall meet
at any time and place, either within or without the State of Mississippi, and
consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.

     SECTION 6. CLOSING OF TRANSFER BOOKS, OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders of any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, that date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or at least ten days before each
meeting of shareholders, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of



shares held by each, which list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this State, shall be prima facie evidence as to who
are the shareholders entitled to examine such list or share ledger or transfer
book or to vote at any meeting of shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number of voting by classes is required by the Act, the Articles of
Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his/her name if authority to do so
shall be contained in an appropriate order of the court by which such receiver
was appointed.



     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the share so transferred.

     Shares of its own stock belonging to this corporation shall be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of taking of the corporate action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing or a certificate under
any section of the Act if such action had been voted on by the shareholders at a
meeting thereof, the certificate filed under such section shall state, in lieu
of any statement required by such section concerning any vote of shareholders,
that written consent has been given in accordance with the provisions of the Act
and that written notice has been given as provided in the Act.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva vice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.



                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of Mississippi or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution the time and place, either within or without the State of
Mississippi, for holding of additional regular meetings without other notice
than such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Mississippi, as the place for
holding any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.



     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
bylaws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION OR REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or bylaws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise notwithstanding any director conflict of interest. By resolution of
the board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.



     SECTION 13. APPOINTMENT OF COMMITTEES. The board of directors may, by
resolution passed by the whole board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.



     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one has
been elected, shall preside at all meetings of the shareholders and the board of
directors and shall implement policies and strategies for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of the president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENT. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the officer
of treasurer and such other duties as from time to time may be assigned to
him/her by the president or by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for share
prior to the issue thereof and to all documents, the



execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, or a
vice-president, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him/her by the president or by the board of
directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required, by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.



                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost
destroyed or mutilated certificate, a new one may be issued therefore upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper evidence of authority
to transfer, or by his/her attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.



                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall inscribed thereon the name of the corporation and the
words, "Corporate Seal" and "Mississippi".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Act of the State of Mississippi, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request of the corporation
as a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a



presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTION. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.



     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted or arising
out of his/her status as such, whether or not the corporation would have the
power to indemnify him/her against such liability under the provisions of this
Article.

     SECTION 8. SHAREHOLDERNOTICE OF INDEMNIFICATION PAYMENT. If the corporation
has indemnified or has advanced expenses to a director, officer, employee or
agent, the corporation shall report the indemnification or advance in writing to
the shareholders with or before the notice of the next shareholder's meeting.

     SECTION 9. MERGER. The purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employee or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLAN. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or invoices services by such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.

EX-3.23

                                                                    Exhibit 3.23

                                     (SEAL)

                               THE STATE OF TEXAS

                               SECRETARY OF STATE

                         CERTIFICATE OF INCORPORATION

                                       OF

                         TITAN TIRE CORPORATION OF TEXAS
                            CHARTER NUMBER 01446018

     THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY
CERTIFIES THAT THE ATTACHED ARTICLES OF INCORPORATION FOR THE ABOVE NAMED
CORPORATION HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW.

     ACCORDINGLY, THE UNDERSIGNED, AS SECRETARY OF STATE, AND BY VIRTUE OF THE
AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CERTIFICATE OF
INCORPORATION.

     ISSUANCE OF THIS CERTIFICATE OF INCORPORATION DOES NOT AUTHORIZE THE USE OF
A CORPORATE NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER THE
FEDERAL TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK LAW, THE ASSUMED BUSINESS OR
PROFESSIONAL NAME ACT OR THE COMMON LAW.

DATED MAY  21, 1997
EFFECTIVE MAY 21, 1997

(SEAL)


                                       /s/ Antonio O. Garza
                                       -----------------------------------------
                                       Antonio O. Garza, Jr., Secretary of State



                                                                         (STAMP)

                            ARTICLES OF INCORPORATION
                                       OF
                         TITAN TIRE CORPORATION OF TEXAS

     I, the undersigned natural person of the age of twenty-one years or more,
acting as the incorporator of the corporation under the Texas Business
Corporation Act, do hereby adopt the following Articles of Incorporation for
such corporation:

                                   ARTICLE I

     The name of the corporation is Titan Tire Corporation of Texas.

                                   ARTICLE II

     The period of its duration is perpetual.

                                   ARTICLE III

     The purpose for which the corporation is organized is to transact any or
all lawful businesses for which corporations may be incorporated now or
hereafter under the Texas Business Corporation Act.

                                   ARTICLE IV

     The aggregate number of shares that the corporation shall have authority to
issue is 10,000, which shall be 10,000 shares of common stock, Ten Dollars
($10.00) par value per share.

                                    ARTICLE V

     The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000), consisting of money, labor done or property actually received.

                                   ARTICLE VI

     The post office address of its registered office is 6700 Paredes Lane Road,
Brownsville, Texas 78520, and the name of its registered agent at such address
is Titan Wheel International, Inc.

                                   ARTICLE VII

     The number of directors constituting the Initial Board of Directors is two
(2), and the names and addresses of the persons who are to serve as directors
until the first annual meeting of the shareholders or until their successors are
elected and qualified are:





         NAMES                  ADDRESSES
         -----                  ---------
                      
Maurice M. Taylor, Jr.   2701 Spruce Street
                         Quincy, Illinois 62301

Kent W. Hackmack         2701 Spruce Street
                         Quincy, Illinois 62301


                                  ARTICLE VIII

     The name and address of the incorporator is:



         NAME                   ADDRESS
         ----                   -------
                      
Harold B. Oakley         525 Jersey Street
                         Quincy, Illinois 62301


     IN WITNESS WHEREOF, we have hereunto set our hands this 20th day of May,
1997.


                                        /s/ Harold B. Oakley
                                        ----------------------------------------
                                        Harold B. Oakley

STATE OF ILLINOIS   )
                    )
COUNTY OF ADAMS     )

     I, Mary Lou Rakers, a Notary Public do hereby certify that on this 20th day
of May, 1997, personally appeared before me, Harold B. Oakley, who being by me
duly sworn, declared that he is the person who signed the foregoing document as
incorporator and that the statements therein contained are true.

                                 /s/ Mary Lou Rakers
                                 -----------------------------------------------
                                 Notary Public in and for Adams County, Illinois

NOTARIAL SEAL
Notary Public
County of Adams, Illinois

                                                               (SEAL)


                                       2

EX-3.24

                                                                    Exhibit 3.24

                                    BYLAWS OF

                         TITAN TIRE CORPORATION OF TEXAS

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation in the State of Texas shall be
located in Brownsville, Texas. The corporation may have such other offices,
either within or without the State of Texas, as the business of the corporation
may require from time to time.

     The registered office of the corporation required by The Texas Business
Corporation Act (the "Act") to be maintained in the State of Texas may be, but
need not be, identical with the principal office in the State of Texas, and the
address of the registered office may be changed from time to time by the board
of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 1998, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Texas, as the place of meeting for
any annual meeting or for any special meeting called by the board of directors.
A waiver of notice signed by all shareholders may designate any place, either
within or without the State of Texas, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the corporation in the
State of Texas, except as otherwise provided in Section 5 of this article.



     SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all the shareholders shall meet
at any time and place, either within or without the State of Texas, and consent
to the holding of a meeting at such time and place, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.

     SECTION 6. CLOSING OF TRANSFER BOOKS, OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders of any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, that date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or at least ten days before each
meeting of shareholders, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be



kept on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof
kept in this State, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number of voting by classes is required by the Act, the Articles of
Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his/her name if authority to do so
shall be contained in an appropriate order of the court by which such receiver
was appointed.



     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the share so transferred.

     Shares of its own stock belonging to this corporation shall be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of taking of the corporate action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing or a certificate under
any section of the Act if such action had been voted on by the shareholders at a
meeting thereof, the certificate filed under such section shall state, in lieu
of any statement required by such section concerning any vote of shareholders,
that written consent has been given in accordance with the provisions of the Act
and that written notice has been given as provided in the Act.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva vice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.



                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of Texas or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution the time and place, either within or without the State of
Texas, for holding of additional regular meetings without other notice than such
resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Texas, as the place for holding
any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.



     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
bylaws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION OR REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or bylaws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise notwithstanding any director conflict of interest. By resolution of
the board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.



     SECTION 13. APPOINTMENT OF COMMITTEES. The board of directors may, by
resolution passed by the whole board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.



     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one has
been elected, shall preside at all meetings of the shareholders and the board of
directors and shall implement policies and strategies for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of the president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENT. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the officer
of treasurer and such other duties as from time to time may be assigned to
him/her by the president or by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for share
prior to the issue thereof and to all documents, the



execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, or a
vice-president, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him/her by the president or by the board of
directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required, by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agents, to enter into any contract of execute and deliver any
instrument in the name of and on behalf or the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.



                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost
destroyed or mutilated certificate, a new one may be issued therefore upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper evidence of authority
to transfer, or by his/her attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.



                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall inscribed thereon the name of the corporation and the
words, "Corporate Seal" and "Texas".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Act of the State of Texas, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request of the corporation
as a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a



presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTION. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.



     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted or arising
out of his/her status as such, whether or not the corporation would have the
power to indemnify him/her against such liability under the provisions of this
Article.

     SECTION 8. SHAREHOLDERNOTICE OF INDEMNIFICATION PAYMENT. If the corporation
has indemnified or has advanced expenses to a director, officer, employee or
agent, the corporation shall report the indemnification or advance in writing to
the shareholders with or before the notice of the next shareholder's meeting.

     SECTION 9. MERGER. The purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employee or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLAN. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or invoices services by such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.

EX-3.25

                                                                    Exhibit 3.25

File Number 5850-922-1                                                   (STAMP)

                               STATE OF ILLINOIS
                                   OFFICE OF
                             THE SECRETARY OF STATE

WHEREAS, ARTICLES OF INCORPORATION OF TITAN DISTRIBUTION, INC. INCORPORATED
UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE
SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN
FORCE JULY 1, A.D. 1984.

Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.

In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois, at the City of Springfield, this 14TH day of
SEPTEMBER A.D. 1995 and of the Independence of the United States the two hundred
and 20TH.


                                        /s/ George H. Ryan
                                        ----------------------------------------
                                        Secretary of State

(SEAL)

C-212 2




Form BCA-2.10                            ARTICLES OF INCORPORATION
- ---------------------------------------------------------------------------------------------------------------------
                                                                       
   (Rev. Jan. 1995)               This space for use by Secretary of State
                                                                             SUBMIT IN DUPLICATE!
George H. Ryan                                    (STAMP)
Secretary of State                                                           This space for use by Secretary of State
Department of Business Services
Springfield, IL 62756
                                                                             Date            9-14-95
Payment must be made by
certified check, cashier's                                                   Franchise Tax   $ 25.00
check, Illinois attorney's
check, Illinois C.P.A's check                                                Filling Fee     $ 75.00
or mony order, payable to                                                                    -------
"Secretary of State."                                                        Approved:       $100.00
- ---------------------------------------------------------------------------------------------------------------------

1.   CORPORATE NAME: TITAN  DISTRIBUTION, INC.
     (The corporate name must contain the word "corporation", "company," "incorporated," "limited" or an abbreviation
     thereof.)


2.   Initial Registered Agent:        Cheri              T.                         Holley
                                  First Name             Middle Initial             Last name

     Initial Registered Office:   2701 Spruce Street
                                  Number                   Street                    Suite #

                                  Quincy         IL        62301                     Adams
                                   City                  Zip Code                    County

3.   Purpose or purposes for which the corporation is organized:
     (if not sufficient space to cover this point, add one or more sheets of this size.)

     To engage in the transaction of any or all lawful business for which
     corporations may be incorporated under the Business Corporation Act of 1983, as
     amended.

4.   Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

              Par Value        Number of Shares     Number of Shares      Consideration to be
     Class    per Share           Authorized      Proposed to be Issued    Received Therefor
     ------   --------------   ----------------   ---------------------   -------------------
     Common   $ No par value        10,000                100                       $1,000.00
                                                                                    ---------
                                                                            TOTAL = $1,000.00

     Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in
     respect of the shares of each class are:
     (If not sufficient space to cover this point, add one or more sheets of this size.)


                                     (over)



              
5.   OPTIONAL:   (a) Number of directors constituting the initial board of directors of the
                     corporation:.___________________________

                 (b) Names and addresses of the persons who are to serve as directors until the first annual meeting
                     of shareholders or until their successors are elected and qualify:

                           Name                          Residential Address                    City, State, ZIP
                 -------------------------   -------------------------------------------   --------------------------

                 ____________________________________________________________________________________________________

                 ____________________________________________________________________________________________________

                 ____________________________________________________________________________________________________

6.   OPTIONAL:   (a) It is estimated that the value of all property to be owned by the
                     corporation for the following year wherever located will be:          $_________________________

                 (b) It is estimated that the value of the property to be located within
                     the State of, Illinois during the following year will be:             $_________________________

                 (c) It is estimated that the gross amount of business that will be
                     transacted by the corporation during the following year will be:      $_________________________

                 (d) It is estimated that the gross amount of business that will be
                     transacted from places of business in the State of Illinois during
                     the following year will be:                                           $_________________________

7.   OPTIONAL:   OTHER PROVISIONS

                 Attach a separate sheet of this size for any other provision to be included in the Articles of
                 incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating
                 internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.

8.   NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

     The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the
foregoing Articles of Incorporation are true.

Dated September 8, 1995

                          Signature and Name                                              Address
                          ------------------                                              -------


     1.   /s/ William M. McCleery, Jr.                         1.   525 Jersey Street, P.O. Box 1069
          --------------------------------------------------        -------------------------------------------------
          Signature                                                 Street

          William M. McCleery, Jr.                                  Quincy               IL                 62301
          (Type or Print Name)                                      City/Town           State              Zip Code

     2.                                                        2.
          --------------------------------------------------        -------------------------------------------------
          Signature                                                 Street

          --------------------------------------------------        -------------------------------------------------
          (Type or Print Name)                                      City/Town           State              Zip Code

     3.                                                        3.
          --------------------------------------------------        -------------------------------------------------
          Signature                                                 Street

          --------------------------------------------------        -------------------------------------------------
          (Type or Print Name)                                      City/Town           State              Zip Code

(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be
used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be
shown and the execution shall be by its president or vice president and verified by him, and attested by its
secretary or assistant secretary.

                                  FEE SCHEDULE

- -    The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in
     capital represented in this state, with a minimum of $25.

- -    The filing fee is $75.

- -    The MINIMUM TOTAL DUE (franchise tax + filing fee) is $100.
     (Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)

- -    The Department of Business Services in Springfield will provide assistance in calculating the total fees if
     necessary. Illinois Secretary of State Department of Business Services, Springfield, IL 62756

EX-3.26

                                                                    Exhibit 3.26

                                    BYLAWS OF

                            TITAN DISTRIBUTION, INC.

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation in the State of Illinois shall be
located in Quincy, Illinois and the County of Adams. The corporation may have
such other offices, either within or without the state of Illinois, as the
business of the corporation may require from time to time.

     The registered office of the corporation required by The Illinois Business
Corporation Act (the "Act") to be maintained in the State of Illinois may be,
but need not be, identical with the principal office in the state of Illinois,
and the address of the registered office may be changed from time to time by the
board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 1996, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Illinois, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of the
corporation in the State of Illinois, except as otherwise provided in Section 5
of this article.


                                       -1-



     SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall
meet at any time and place, either within or without the State of Illinois, and
consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.

     SECTION 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purposes of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days, or in
the case of a merger, consolidation share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of a merger, consolidation
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or


                                       -2-



at least ten days before each meeting of shareholders, whichever is earlier, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof
kept in this State, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number or voting by classes is required by the Act, the Articles of
Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to one vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such


                                       -3-



receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his/her name if authority to do
so shall be contained in an appropriate order of the court by which such
receiver was appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Shares of its own stock belonging to this corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

     Such inspectors shall ascertain and report the number of shares represented
at the meeting, based upon their determination of the validity and effect of
proxies; count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given in writing to those
shareholders who have not consented in writing. In the event that the action
which is consented to is such as would have required the filing of a certificate
under any section of the Act if such action had been voted on by the
shareholders at a meeting thereof, the certificate filed under such section
shall state, in lieu of any statement required by such section concerning any
vote of shareholders, that written consent has been given in accordance with the
provisions of section 7.10 of the Act and


                                       -4-



that written notice has been given as provided in such Section 7.10.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva voce unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of Illinois or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without other notice than this by-law immediately after, and at
the same place as, the annual meeting of shareholders. The board of directors
may provide, by resolution, the time and place, either within or without the
State of Illinois, for the holding of additional regular meetings without other
notice than such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Illinois, as the place for
holding any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
by-laws shall constitute a quorum for transaction of


                                       -5-



business at any meeting of the board of directors, provided, that if less than a
majority of such number of directors are present at said meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.

     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
by-laws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or by-laws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise notwithstanding any director conflict of interest. By
resolution of the board of directors the directors may be paid their expenses,
if any, of attendance at each meeting of the board.

     SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she


                                       -6-



shall file a written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

     SECTION 13. APPOINTMENT OF COMMITTEES. The board of directors may, by
resolution passed by the whole board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors


                                       -7-



whenever in its judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one has
been elected, shall preside at all meetings of the shareholders and the board of
directors and shall implement policies and strategies for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these by-laws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of president and such other duties as may be prescribed
by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENTS. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in


                                       -8-



general perform all the duties incident to the officer of treasurer and such
other duties as from time to time may be assigned to him/her by the president or
by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for shares
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these by-laws; (d) keep a register of the post office address
of each shareholder which shall be furnished to the secretary by such
shareholder; (e) sign with the president, or a vice-president, certificates for
shares of the corporation, the issue of which shall have been authorized by
resolution of the board of directors; (f) have general charge of the stock
transfer books of the corporation; (g) in general perform all duties incident to
the office of secretary and such other duties as from time to time may be
assigned to him/her by the president or by the board of directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required by the board if directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries, in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of


                                       -9-



the corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the board of directors. Such authority may
be general or confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be made only on the books of the corporation by the holder of record
thereof or by his/her legal representative, who shall furnish proper evidence of
authority to transfer, or by his/her attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the corporation, and on
surrender for cancellation of the certificate for such shares, the person in
whose name shares stand on the books of the corporation shall be deemed the
owner thereof for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.


                                      -10-



                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.

                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall have inscribed thereon the name of the corporation
and the words, "Corporate Seal" and "Illinois".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Act of the State of Illinois, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact


                                      -11-



that he/she is or was a director, officer, employee or agent of the corporation,
or who is or was serving at the request of the corporation as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him/her
in connection with such action, suit or proceeding, if he/she acted in good
faith and in a manner he/she reasonably believed to be in, or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTIONS. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be


                                      -12-



made by the corporation only as authorized in the specific case, upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he/she has met the applicable standard of
conduct set forth in Sections 1 and 2 hereof. Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.

     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against
him/her and incurred by him/her in any such capacity, or arising out of his/her
status as such, whether or not the corporation would have the power to indemnify
him/her against such liability under the provisions of this Article.

     SECTION 8. SHAREHOLDER NOTICE OF INDEMNIFICATION PAYMENT. If the
corporation has indemnified or has advanced expenses to a director, officer,
employee or agent, the corporation shall report the indemnification or advance
in writing to the shareholders with or before the notice of the next
shareholder's meeting.

     SECTION 9. MERGER. For purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and


                                      -13-



employee or agents, so that any person who was a director, officer or agent of
such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the surviving
corporation as such person would have with respect to such merging corporation
if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLANS. For purposes of this Article,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and reference to "serving at the request of
the corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by such
director, officer, employee, or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.


                                      -14-

EX-3.27

                                                                    Exhibit 3.27

                                                                         (STAMP)

                            (STATE OF DELAWARE LOGO)

                          OFFICE OF SECRETARY OF STATE

                                   ----------

     I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF NEW DYNEER CORPORATION FILED IN THIS OFFICE ON THE
TWENTY-FOURTH DAY OF JUNE, A.D. 1986, AT 10 O'CLOCK A.M.

                               | | | | | | | | | |

(SEAL)


726175031                               /s/ Michael Harkins
                                        ----------------------------------------
                                        Michael Harkins, Secretary of State

                                        AUTHENTICATION: |0863744

                                                  DATE: 06/24/1986



                                   726175031

                                                                         (STAMP)

                          CERTIFICATE OF INCORPORATION

                                       OF

                             NEW DYNEER CORPORATION

          1. The name of the corporation is New Dyneer Corporation.

          2. The address of its registered office in the State of Delaware is
c/o the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          3. The nature of the business or purposes to be conducted or promoted
is:

               To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

          4. The aggregate number of shares which the corporation shall have
authority to issue is One Thousand (1,000) and the par value of each of such
shares is One Dollar ($1.00), amounting in the aggregate to One Thousand Dollars
($1,000.00).

          5. The name and mailing address of the incorporator are as follows:



Name                    Mailing Address
- ----                    ---------------
                 
Craig L. Godshall   3400 Centre Square West
                    1500 Market Street
                    Philadelphia, PA 19102


          6. The corporation is to have perpetual existence.

          7. The board of directors of the corporation shall have the authority
to make, alter, amend or repeal the bylaws of the corporation.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts stated herein are true, and
accordingly have hereunto set my hand this 23rd day of June, 1986.

(STAMP)


                                        /s/ Craig L. Godshall
                                        ----------------------------------------
                                        Incorporator


                                                                         (STAMP)

14190                       (STATE OF DELAWARE LOGO)

                          OFFICE OF SECRETARY OF STATE

                                   ----------

     I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELANARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF NEW DYNEER CORPORATION FILED IN THIS OFFICE ON THE TWELFTH DAY OF AUGUST,
A.D. 1986, AT 10 O'CLOCK A.M.

                               | | | | | | | | | |


(SEAL)                                 /s/ Michael Harkins
                                       -----------------------------------------
                                       Michael Harkins, Secretary of State

                                       AUTHENTICATION: |0912162
                                       DATE: 08/12/1986

726224009



                                                                         (STAMP)

                            CERTIFICATE OF AMENDMENT
                                       OF
                         CERTIFICATION OF INCORPORATION
                                       OF
                             NEW DYNEER CORPORATION

     New Dyneer Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),
DOES HEREBY CERTIFY:

     FIRST: That by unanimous written consent of the Board of Directors of the
Company dated August 12, 1986, resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of the Company, declaring
said amendment to be advisable and calling for approval of said proposed
amendment by the stockholders of the Company. The resolution setting forth the
amendment is as follows:

     RESOLVED, that it is hereby proposed that Article 1 of the Certificate of
     Incorporation of the Company be amended so that the same as amended would
     read as follows:

          "1. The name of the corporation is Dyneer Corporation (the
     'Corporation')."

     SECOND: That thereafter, pursuant to resolutions of its Board of Directors,
the proposed amendment was approved by the stockholders of the Company by
written consent dated August 12, 1986.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



                                                                         (STAMP)

     FOURTH: That the capital of the Company shall not be reduced under or by
reason of said amendment.

     IN WITNESS WHEREOF, the Company has caused its corporate seal to be
hereunto affixed and this certificate to be signed by David E. Stoll, its Vice
President - Finance and Administration, and by Lawrence K. Sandness, its
Secretary, this 12th day of August, 1986.

                                        NEW DYNEER CORPORATION


                                        By: /s/ David E. Stoll
                                            ------------------------------------
                                            Vice President - Finance
                                            and Administration

[CORPORATE SEAL]


Attest: /s/ Lawrence K. Sandness
        --------------------------------
        Secretary

                                                                         (STAMP)

EX-3.28

                                                                    Exhibit 3.28

                                    BYLAWS OF

                               DYNEER CORPORATION

                                    ARTICLE I

                                  STOCKHOLDERS

          1.1 Meetings.

               (a) Place. Meetings of the stockholders shall be held at such
          place as may be designated by the board of directors.

               (b) Annual Meeting. An annual meeting of the stockholders for the
          election of directors and for other business shall be held at such
          time and on such date in each year as may be fixed by the board of
          directors.

               (c) Special Meetings. Special meetings of the stockholders may be
          called at any time by the president, or the board of directors, or the
          holders of a majority of the outstanding shares of stock of the
          Company entitled to vote at the meeting.

               (d) Quorum. The presence, in person or by proxy, of the holders
          of a majority of the outstanding shares of stock of the Company
          entitled to vote on a particular matter shall constitute a quorum for
          the purpose of considering such matter.

                                   ARTICLE II

                                    DIRECTORS

          2.1 Number and Term. The board of directors shall have authority to
(i) determine the number of directors to constitute the board, and (ii) fix the
terms of office of the directors.

          2.2 Meetings.

               (a) Place. Meetings of the board of directors shall be held at
          such place as may be designated by the board or in the notice of the
          meeting.



               (b) Regular Meetings. Regular meetings of the board of directors
          shall be held at such times as the board may designate by resolution.
          Notice of regular meeting need not be given.

               (c) Special Meetings. Special meetings of the board may be called
          by direction of the president or any two members of the board on three
          days' notice to each director, either personally or by mail or by
          telegram.

               (d) Quorum. A majority of all the directors in office shall
          constitute a quorum for the transaction of business at any meeting.

          2.3 Committees. The board of directors may by resolution adopted by a
majority of the whole board designate one or more committees, each committee to
consist of one or more directors and such alternate members (also directors) as
may be designated by the board. In the absence or disqualification of any member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of any
such absent or disqualified member.

                                   ARTICLE III

                                    OFFICERS

          3.1 Election. At its first meeting after each annual meeting of the
stockholders, the board of directors shall elect a president, treasurer,
secretary and such other officers as it deems advisable.

          3.2 Authority, Duties and Compensation. The officers shall have such
authority, perform such duties and serve for such compensation as may be
determined by resolution of the board of directors. Except as otherwise provided
by board resolution (i) the president shall be the chief executive officer of
the Company, shall have general supervision over the business and operations of
the Company, may perform any act and execute any instrument for the conduct of
such business and operations and shall preside at all meetings of the board and
stockholders, (ii) the other officers shall have the duties usually related to
their offices, and (iii) the vice president, or vice presidents in the order
determined by the board, shall in the absence of the president have the
authority and perform the duties of the president.


                                      -2-



                                   ARTICLE IV

                                 INDEMNIFICATION

          4.1 Right to Indemnification. The Company shall indemnify any person
who was or is a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, either civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer or employee of the Company or a constituent corporation
absorbed in a consolidation or merger, as a director, officer or employee of
another enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the extent that such person
is not otherwise indemnified and the power to do so has been or may be granted
by statute. For this purpose the board of directors may, and on request of any
such person shall be required to, determine in each case whether or not the
applicable standards in any such statute have been met, or such determination
shall be made by independent legal counsel if the board so directs or if the
board is not empowered by statute to make such determination.

          4.2 Indemnification Not Exclusive. The foregoing indemnification shall
not be deemed exclusive of any other right to which one indemnified may be
entitled, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall inure to the benefit of the heirs,
executors and administrators of any such person.

          4.3 Insurance and Other Indemnification. The board of directors shall
have the power to (i) purchase and maintain, at the Company's expense, insurance
on behalf of the Company and on behalf of others to the extent that power to do
so has been or may be granted by statute, and (ii) give other indemnification to
the extent permitted by law.

                                    ARTICLE V

                         TRANSFER OF SHARE CERTIFICATES

          Transfers of share certificates and the shares represented thereby
shall be made on the books of the Company only by the registered holder or by
duly authorized attorney. Transfers shall be made only on surrender of the share
certificate or certificates.


                                      -3-



                                   ARTICLE VI

                                   AMENDMENTS

          These bylaws may be altered, amended or repealed at any regular or
special meeting of the board of directors by the vote of a majority of all the
directors in office or at any annual or special meeting of stockholders by the
vote of the holders of a majority of the outstanding stock entitled to vote.
Notice of any such annual or special meeting of stockholders shall set forth the
proposed change or a summary thereof.


                                      -4-

EX-3.29

                                                                    Exhibit 3.29

                                                                         (STAMP)

11555

                            (STATE OF DELAWARE LOGO)

                          OFFICE OF SECRETARY OF STATE

          I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF NEW DICO COMPANY, INC. FILED IN THIS OFFICE ON THE FIFTEENTH
DAY OF JULY, A.D. 1986, AT 10 O'CLOCK A.M.

                               | | | | | | | | | |


(SEAL)                                  /s/ Michael Harkins
                                        ----------------------------------------
                                        Michael Harkins, Secretary of State

                                        AUTHENTICATION: |0885103
                                        DATE: 07/15/1986


726196030


                                                               BOOK 390 PAGE 228

                                                                         (STAMP)

                          CERTIFICATE OF INCORPORATION

                                      OF

                             NEW DICO COMPANY, INC.

          1. Name. The name of the corporation is New Dico Company, Inc. (the
"Corporation").

          2. Registered Office and Agent. The address of its registered office
in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

          3. Purpose. The purposes for which the Corporation is formed are to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware and to possess and exercise all of
the powers and privileges granted by such law and other law of Delaware.

          4. Authorized Capital. The aggregate number of shares which the
Corporation shall have authority to issue is One Thousand (1,000) and the par
value of each of such shares is One Dollar ($1.00), amounting in the aggregate
to One Thousand Dollars ($1,000.00).

          5. Incorporator. The name and mailing address of the incorporator are
as follows:



      Name                 Mailing Address
      ----                 ---------------
                     
Craig L. Godshall       3400 Centre Square West
                        1500 Market Street
                        Philadelphia, PA 19102


          6. Term. The corporation is to have perpetual existence.

          7. Bylaws. The bylaws of the Corporation may be altered, amended or
repealed by the vote of a majority of all of the directors or by the vote of
holders of a majority of the outstanding stock entitled to vote.

          8. Election of Directors. Election of directors need not be by written
ballot unless the bylaws of the Corporation shall so provide.



                                                                         (STAMP)

          9. Limited Liability. No director of the Corporation shall be liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

          10. Right to Amend. The Corporation reserves the right to amend the
provisions in this certificate and in any certificate amendatory hereof in the
manner now or hereafter described by law, and all rights conferred on
stockholders or other hereunder or thereunder are granted subject to such
reservation.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts stated herein are true, and
accordingly have hereunto set my hand this 14th day of July, 1986.


                                        /s/ Craig L. Godshall
                                        ----------------------------------------
                                        Incorporator

                                                                         (STAMP)


                                      -2-


                            CERTIFICATE OF AMENDMENT
                                       OF
                         CERTIFICATION OF INCORPORATION
                                       OF
                             NEW DICO COMPANY, INC.

          New Dico Company Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Company"), DOES HEREBY CERTIFY:

          FIRST: That by unanimous written consent of the Board of Directors of
the Company dated August 11th, 1986, resolutions were duly adopted setting forth
a proposed amendment of the Certificate of Incorporation of the Company,
declaring said amendment to be advisable and calling for approval of said
proposed amendment by the stockholders of the Company. The resolution setting
forth the amendment is as follows:

          RESOLVED, that it is hereby proposed that Article 1 of the Certificate
          of Incorporation of the Company be amended so that the name as amended
          would read as follows:

               "1. The name of the corporation is Dico Inc. (the
          'Corporation')."

          SECOND: That thereafter, pursuant to resolutions of its Board of
Directors, the proposed amendment was approved by the stockholders of the
Company by written consent dated August 11th, 1986.

          THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



          FOURTH: That the capital of the Company shall not be reduced under or
by reason of said amendment.

          IN WITNESS WHEREOF, the Company has caused its corporate seal to be
hereunto affixed and this certificate to be signed by David E. Stoll, its Vice
President, and by Lawrence K. Sandness, its Assistant Secretary, this 12th day
of August, 1986.

                                        NEW DICO COMPANY, INC.


                                        By: /s/ David E. Stoll
                                            ------------------------------------
                                            Vice President

[CORPORATE SEAL]


Attest: /s/ Lawrence K. Sandness
        --------------------------------
        Assistant Secretary

EX-3.30

                                                                    Exhibit 3.30

                                    BYLAWS OF

                                    DICO INC.

                                    ARTICLE I

                                  STOCKHOLDERS

          1.1 Meetings.

               (a) Place. Meetings of the stockholders shall be held at such
          place as may be designated by the board of directors.

               (b) Annual Meeting. An annual meeting of the stockholders for the
          election of directors and for other business shall be held at such
          time and on such date in each year as may be fixed by the board of
          directors.

               (c) Special Meetings. Special meetings of the stockholders may be
          called at any time by the president, or the board of directors, or the
          holders of a majority of the outstanding shares of stock of the
          Company entitled to vote at the meeting.

               (d) Quorum. The presence, in person or by proxy, of the holders
          of a majority of the outstanding shares of stock of the Company
          entitled to vote on a particular matter shall constitute a quorum for
          the purpose of considering such matter.

                                   ARTICLE II

                                    DIRECTORS

          2.1 Number and Term. The board of directors shall have authority to
(i) determine the number of directors to constitute the board, and (ii) fix the
terms of office of the directors.

          2.2 Meetings.

               (a) Place. Meetings of the board of directors shall be held at
          such place as may be designated by the board or in the notice of the
          meeting.



               (b) Regular Meetings. Regular meetings of the board of directors
          shall be held at such times as the board may designate by resolution.
          Notice of regular meeting need not be given.

               (c) Special Meetings. Special meetings of the board may be called
          by direction of the president or any two members of the board on three
          days' notice to each director, either personally or by mail or by
          telegram.

               (d) Quorum. A majority of all the directors in office shall
          constitute a quorum for the transaction of business at any meeting.

          2.3 Committees. The board of directors may by resolution adopted by a
majority of the whole board designate one or more committees, each committee to
consist of one or more directors and such alternate members (also directors) as
may be designated by the board. In the absence or disqualification of any member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of any
such absent or disqualified member.

                                   ARTICLE III

                                    OFFICERS

          3.1 Election. At its first meeting after each annual meeting of the
stockholders, the board of directors shall elect a president, treasurer,
secretary and such other officers as it deems advisable.

          3.2 Authority, Duties and Compensation. The officers shall have such
authority, perform such duties and serve for such compensation as may be
determined by resolution of the board of directors. Except as otherwise provided
by board resolution (i) the president shall be the chief executive officer of
the Company, shall have general supervision over the business and operations of
the Company, may perform any act and execute any instrument for the conduct of
such business and operations and shall preside at all meetings of the board and
stockholders, (ii) the other officers shall have the duties usually related to
their offices, and (iii) the vice president, or vice presidents in the order
determined by the board, shall in the absence of the president have the
authority and perform the duties of the president.


                                       -2-



                                   ARTICLE IV

                                 INDEMNIFICATION

          4.1 Right to Indemnification. The Company shall indemnify any person
who was or is a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, either civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer or employee of the Company or a constituent corporation
absorbed in a consolidation or merger, as a director, officer or employee of
another enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the extent that such person
is not otherwise indemnified and the power to do so has been or may be granted
by statute. For this purpose the board of directors may, and on request of any
such person shall be required to, determine in each case whether or not the
applicable standards in any such statute have been met, or such determination
shall be made by independent legal counsel if the board so directs or if the
board is not empowered by statute to make such determination.

          4.2 Indemnification Not Exclusive. The foregoing indemnification shall
not be deemed exclusive of any other right to which one indemnified may be
entitled, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall inure to the benefit of the heirs,
executors and administrators of any such person.

          4.3 Insurance and Other Indemnification. The board of directors shall
have the power to (i) purchase and maintain, at the Company's expense, insurance
on behalf of the Company and on behalf of others to the extent that power to do
so has been or may be granted by statute, and (ii) give other indemnification to
the extent permitted by law.

                                    ARTICLE V

                         TRANSFER OF SHARE CERTIFICATES

          Transfers of share certificates and the shares represented thereby
shall be made on the books of the Company only by the registered holder or by
duly authorized attorney. Transfers shall be made only on surrender of the share
certificate or certificates.


                                       -3-



                                   ARTICLE VI

                                   AMENDMENTS

          These bylaws may be altered, amended or repealed at any regular or
special meeting of the board of directors by the vote of a majority of all the
directors in office or at any annual or special meeting of stockholders by the
vote of the holders of a majority of the outstanding stock entitled to vote.
Notice of any such annual or special meeting of stockholders shall set forth the
proposed change or a summary thereof.


                                       -4-

EX-3.31

                                                                    Exhibit 3.31

                                                                         1848430

                           (STATE OF CALIFORNIA LOGO)

                        OFFICE OF THE SECRETARY OF STATE

                              CORPORATION DIVISION

     I, MARCH FONG EU, Secretary of State of the State of California, hereby
certify:

     That the annexed transcript has been compared with the corporate record on
file in this office, of which it purports to be a copy, and that same is full,
true and correct.

                                        IN WITNESS WHEREOF, I execute this
                                        certificate and affix the Great Seal of
                                        the State of California this

                                        DEC 16 1992

(SEAL)


                                        /s/ March Fong Eu
                                        ----------------------------------------
                                        Secretary of State

SEC/STATE FORM CE-107                                                  _________



                                                                         1848430

                                                                         (STAMP)

                                                                         (STAMP)

                            ARTICLES OF INCORPORATION

                                       OF

                             AUTOMOTIVE WHEELS, INC.

     FIRST: That the name of the corporation is:

                             AUTOMOTIVE WHEELS, INC.

     SECOND: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

     THIRD: The name of the corporation's agent for service of process in the
State of California is C T Corporation System.

     FOURTH: The total number of shares which the corporation is authorized to
issue is One Thousand (1,000) of common stock of the par value of One Dollar
($1.00) each.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation this 15th day of December, 1992.


                                        /s/ Sharon O'Brien
                                        ----------------------------------------
                                        Sharon O'Brien

EX-3.32

                                                                    Exhibit 3.32

                                     BYLAWS
                                       Of
                             AUTOMOTIVE WHEELS, INC

                                    ARTICLE I
                                  Stockholders

     Section 1. Annual Meeting. The annual meeting of the stockholders of the
corporation shall be held at such place within or without the state of
California as may from time to time be designated by the Board of Directors, on
the 15th day of December in each year (or if said day be a legal holiday, then
on the next succeeding business day), at 9:00 o'clock in the forenoon, for the
purpose of electing directors and for the transaction of such other business as
may properly be brought before the meeting.

     Section 2. Special Meetings. Special meetings of the stockholders may be
held upon the call of the President or Secretary or of the Board of Directors at
such place within or without the State of California as may be stated in the
notice thereof, and at such time and for such purpose as may be stated in the
notice. It shall be the duty of the President or the Secretary or of the Board
of Directors to call a special meeting of the stockholders whenever requested in
writing so to do by the holders of at least one-third in amount of the stock,
regardless of class, then outstanding and entitled to vote at such meeting.

     Section 3. Notice of Meetings. Notice of the time, place and the purpose of
each meeting of the stockholders, signed by the President or a vice President or
the Secretary or an Assistant Secretary shall be served either personally or by
mail upon each stockholder of record entitled to vote at such meeting not less
than ten (10) days nor more than sixty (60) days before the meeting; provided,
that no notice of adjourned meetings need be given. If mailed, the notice shall
be directed to each stockholder entitled to notice at his address as it appears
on the stock books of the corporation unless he shall have filed with the
Secretary a written request that notices intended for him be mailed to some
other address, in which case it shall be mailed to the address designated in
such request. Such further notice shall be given as may be required by law.
Meetings may be held without notice if all stockholders entitled to vote thereat
are present in person or by proxy or if notice of the time, place and purpose of
such meeting is waived by telegram, radiogram, cablegram or other writing,
either before or after the holding thereof, by all stockholders not present and
entitled to vote at such meeting.

     Section 4. Quorum. The holders of record of a majority of the shares of
stock of the corporation issued and outstanding regardless of class and entitled
to vote thereat, present in person



or by proxy, shall, except as otherwise provided by law or by the Articles of
Incorporation of the corporation as from time to time amended, constitute a
quorum at all meetings of the stockholders; if there be no such quorum, the
holders of a majority of such shares so present or represented may adjourn the
meeting from time to time to a further date without further notice other than
the announcement at such meeting, and when a quorum shall be present upon such
later day, any business may be transacted which might have been transacted at
the meeting as originally called.

     Section 5. Conduct of Meetings. Meetings of the stockholders shall be
presided over by the President, or if he is not present by a Vice President, or
if none of the Vice Presidents are present by a Chairman to be chosen at the
meeting. The Secretary or an Assistant Secretary of the corporation, or in their
absence, a person chosen at the meeting shall act as Secretary of the meeting.

     Section 6. Inspectors of Election. Whenever any stockholder present at a
meeting of the stockholders shall request the appointment of inspectors, the
Chairman of the meeting shall appoint inspectors who need not be stockholders.
If the right of any person to vote at such meeting shall be challenged, the
inspectors of election shall determine such right. The inspectors shall receive
and count the votes either upon an election or for the decision of any question,
and shall determine the result. Their certificate of any vote shall be prima
facie evidence thereof.

                                   ARTICLE II
                                    Directors

     Section 1. Number, Qualification, Term of Office and Quorum. The property,
business and affairs of the corporation shall be managed by its Board of
Directors to consist of two (2) members, or such other number as may be
established from time-to-time by resolution of the Stockholders. All directors
shall be of full age. The directors shall be elected at the annual meeting of
the stockholders in each year and shall hold office until the next succeeding
annual meeting of the stockholders and thereafter until their successors shall
be elected and qualified in their stead. A majority of the directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors; provided, that if the directors shall severally
and/or collectively consent in writing to any action to be taken by the
corporation, such action shall be as valid corporate action as though it had
been authorized at a meeting of the directors. If at any meeting of the Board
there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall have been obtained.


                                        2



     Section 2. Vacancies. Whenever any vacancies shall have occurred in the
Board of Directors by reason of death, resignation, or otherwise, it shall be
filled by the votes of a majority of the directors then in office at any meeting
and the person so elected shall be a director until his successor is elected by
the stockholders, who may make such election at the next annual meeting of the
stockholders, or at any special meeting duly called for that purpose and held
prior thereto.

     Section 3. Meetings. The meetings of the Board of Directors shall be held
at such place or places within or without the State of California as may from
time to time be determined by a majority of the Board. Regular meetings of the
Board shall be held at such time and place as shall from time to time be
determined by resolution of the Board of Directors. special meetings may be held
at any time upon the call of the President or Vice President or of not less than
a majority of the directors then in office.

     Section 4. Notice of Meetings. Written notice of the time and place, and in
the case of special meetings, the purpose, of every meeting of the Board shall
be duly served on or sent, mailed or telegraphed to each director not less than
three (3) days before the meeting, except that a regular meeting of the Board
may be held without notice immediately after the annual meeting of stockholders
at the same place as such meeting was held, for the purpose of electing or
appointing officers for the ensuing year and the transaction of other business,
provided, that no notice of adjourned meetings need be given. Meetings may be
held at any time without notice if all the directors are present or if those not
present waive notice of the time, place and purpose of such meeting by telegram,
radiogram, cablegram or other writing, either before or after the holding
thereof.

     Section 5. Executive and Other committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate two or more of
their number to constitute an executive or any other committee, who, to the
extent provided in said resolution, shall have and exercise the authority of the
Board of Directors with regard to the management of the business of the
corporation between the meetings of the Board, but subject to the California
Corporation Law (the "Act") and any limitations set forth in the Articles of
Incorporation of the corporation.

                                   ARTICLE III
                                    Officers

     Section 1. Election or Appointment. The Board of Directors as soon as
practicable after the annual election of the directors in each year shall elect
a President of the corporation, a Secretary and a Treasurer; and may from time
to time select a Chairman of the Board, one or more Vice Presidents, Assistant


                                        3



Secretaries and Assistant Treasurers. The same person may hold any two offices.
No officer shall execute, acknowledge or verify any instrument in more than one
capacity. The Board of Directors may also appoint such other officers and agents
as they may deem necessary for the transaction of business of the corporation.

     Section 2. Term of Offices. The term of office of all officers shall be one
year or until their respective successors are chosen but any officer may be
removed from office at any meeting of the Board of Directors by the affirmative
vote of a majority of the directors then in office, whenever in their judgment
the business interests of the corporation will be served thereby. The Board of
Directors shall have power to fill any vacancies in any offices occurring from
whatever reason.

     Section 3. Powers and Duties. The officers of the corporation shall
respectively have such powers and perform such duties in the management of the
property and affairs of the corporation, subject to the control of the
directors, as generally pertain to their respective offices, as well as such
additional powers and duties as may from time to time be conferred by the Board
of Directors.

     Section 4. General Powers as to Negotiable Paper. The Board of Directors
may, from time to time, prescribe the manner of the making, signature or
endorsement of bills of exchange, notes, drafts, checks, acceptances,
obligations and other negotiable paper or other instruments for the payment of
money and designate the officer or officers, agent or agents who shall, from
time to time, be authorized to make, sign or endorse the same on behalf of the
corporation.

                                   ARTICLE IV
                              Certificates of stock

     Section 1. Form and Transfer. The interest of each stockholder in the
corporation shall be evidenced by certificates for shares of stock in such form
as the Board of Directors may, from time to time, prescribe in accordance with
the laws of the State of California. Shares of stock of the corporation may be
transferred on the books of the corporation in the manner prescribed by the laws
of the State of California by the holder thereof in person or by his duly
authorized attorney upon surrender for cancellation of certificates for the same
number of shares of the same class with an assignment and power of attorney duly
endorsed thereon or attached thereto, duly executed and such proof of the
authenticity of the signature as the corporation or its agents may reasonably
require.

     Section 2. Signature, countersignature and Registration. The certificates
of stock of the corporation shall be signed by or in the name of the corporation
by the President or a Vice President,


                                        4



and the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and may be sealed with the seal of the corporation and countersigned
and registered in such manner, if any, as the Board of Directors may by
resolution prescribe; and to this end the Board of Directors may, from time to
time, appoint such Transfer Agents and Registrars of stock of any class within
or outside of the State of California as to it may seem expedient; provided,
that where such certificate is signed (1) by a Transfer Agent or an Assistant
Transfer Agent, or (2) by a Transfer Clerk acting on behalf of such corporation
and a Registrar, the signature of any such President, Vice President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer and/or the seal of the
corporation may be a facsimile. In case any officer or officers, who shall have
signed, or whose facsimile signature or signatures shall have been used on any
certificate or certificates, shall cease to be such officer or officers, whether
because of death, resignation, or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures shall have been used thereon had not
ceased to be such officer or officers of the corporation.

     Section 3. Stock Ledger. It shall be the duty of the Secretary of the
corporation to prepare and make or cause to be prepared and made, at least ten
(10) days before every election of directors, a complete list of the
stockholders entitled to vote at said election, arranged in alphabetical order.
Such list shall be open at the place where said election is to be held or at the
principal office of the corporation in the State of California for at least ten
(10) days before such election, for examination by any registered stockholder
entitled to vote at such election and shall be produced and kept at the time and
place of election during the whole time thereof, and shall be subject to the
inspection of any registered stockholder or his proxy who may be present. The
original or duplicate stock ledger or a list shall be the only evidence as to
who are stockholders entitled to examine such list or the books of such
corporation, or to vote in person or by proxy at such election.

     Section 4. Lost, Destroyed or Stolen Certificates. If the owner of a
certificate of shares of the capital stock of the corporation claims that such
certificate has been lost, destroyed or wrongfully taken, the corporation shall
issue a new certificate for the same number of shares of the same class in lieu
thereof, provided that the owner of such original certificate notifies the
corporation in writing of such loss, destruction or wrongful taking before the
corporation receives notice that such certificate has been acquired by a
purchaser for value and without notice, files with the corporation a bond
indemnifying the corporation, its


                                        5



officers and directors, and its transfer agents and registrars, if any, to the
satisfaction of the Board of Directors, and satisfies any other reasonable
requirements imposed by the Board of Directors.

     Section 5. Record Dates. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing with a
meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other action,
the Board may fix, in advance, a date as the record date of any such
determination of stockholders. Such date shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior to
any other action.

                                    ARTICLE V
                                Fiscal Year: Seal

     Section 1. Fiscal Year. The fiscal year of the corporation shall begin on
the 1st day of January of each year and shall end on the 31st day of December
following.

     Section 2. Corporate Seal. The Board of Directors may provide a suitable
corporate seal for use by the corporation.

                                   ARTICLE VI
                    Indemnification of Directors and Officers

     The corporation shall, to the fullest extent permitted by the Act,
indemnify any director, officer or employee of the corporation whom it shall
have power to indemnify under such Act from and against any and all of the
expenses, liabilities or other matters referred to in or covered by such Act and
may indemnify any agent of the corporation to the such extent and to such effect
as the Board of Directors shall determine to be appropriate and permitted by
applicable law, as the same exists or may hereafter be amended.

                                   ARTICLE VII
                                   Amendments

     The Bylaws of the corporation may be amended, added to, or repealed, or
other or new Bylaws may be adopted in lieu thereof, by the Board of Directors of
the corporation. A Bylaw changing the number of the board must be approved by
the stockholders.


                                        6

EX-3.33

                                                                    Exhibit 3.33

(STAMP)                                                                  (STAMP)

                          ARTICLES OF INCORPORATION OF
                                  NIEMAN'S, LTD

     The undersigned, acting as Incorporators of a Corporation under the
provisions of Chapter 496A of the 1979 Code of Iowa, which is known as "Iowa
Business Corporation Act" and all amendments thereto and to that end do hereby
make and adopt the following Articles of Incorporation for such corporation.

                                    ARTICLE I

     The name of this Corporation is NIEMAN'S, LTD.

                                   ARTICLE II

     This Corporation shall commence business on the date that the Secretary of
State, State of Iowa, issues the Certificate of Incorporation and shall
thereafter continue its corporate existence perpetually unless dissolved by a
majority vote of all stock then issued and outstanding.

                                   ARTICLE III

     This Corporation shall have unlimited power to engage in and to do any
lawful act concerning any or all lawful business for which Corporations may be
organized under the "Iowa Business Corporation Act".

                                   ARTICLE IV

     The aggregate number of shares which this Corporation shall have authority
to issue is Twenty Thousand (20,000) shares of par value of One Hundred ($100)
Dollars each, all of which shall be common stock consisting of one class only.

                                    ARTICLE V

     The address of the initial registered office of the Corporation is in
Ventura, Iowa and the name of its initial registered agent at such address is
Ben F. Nieman.

                                   ARTICLE VI

     The number of Directors constituting the initial Board of Directors of the
Corporation is 2 and the name and address of such persons who are to serve as
Directors until the first annual meeting of shareholders or until successors are
elected and shall qualify are:



      Name               Address
      ----               -------
                
Ben F. Nieman      R.F.D.
                   Ventura, Iowa 50482

Lois Jean Nieman   R.F.D.
                   Ventura, Iowa 50482


                                  163 127 102


                                   ARTICLE VII

     The name and address of each incorporator is:



      Name               Address
      ----               -------
                
Ben F. Nieman      R.F.D.
                   Ventura, IA 50482

Lois Jean Nieman   R.F.D.
                   Ventura, IA 50482


                                  ARTICLE VIII

     This Corporation may adopt By-Laws to regulate and govern its internal
affairs.

                                   ARTICLE IX

     The private property of the shareholders of this Corporation shall be
forever free and exempt from all corporate debts and liabilities.

                                    ARTICLE X

     Conveyances of real estate made by the Corporation may be executed by the
President, Vice-President or Treasurer, attested by the Secretary of the
Corporation, and all releases of mortgages, liens, judgments or other claims
which are required by law to be made of record may be executed by the President,
Vice-President, Secretary or Treasurer of the Corporation.

     IN WITNESS WHEREOF, we have hereunto subscribed our names on this 31st day
of October, 1980.


                                        /s/ Ben F. Nieman
                                        ----------------------------------------
                                        Ben F. Nieman


                                        /s/ Lois Jean Nieman
                                        ----------------------------------------
                                        Lois Jean Nieman

                                  164 127 103


                                       -2-



STATE OF IOWA      )
                   ) ss:
CERRO GORDO COUNTY )

     On this 31st day of October, 1980. before me, the undersigned, a Notary
Public in and for the State of Iowa, personally appeared Ben F. Nieman and Lois
Jean Nieman, to me known to be the identical persons named in and who executed
the foregoing instrument and acknowledged that they executed the same as their
voluntary act and deed.

     IN WITNESS WHEREOF, I have hereunto signed my name and affixed my notarial
seal the day and year last above written.


                                        /s/ Louis Schuler
                                        ----------------------------------------
                                        Notary Public in and for the State of
                                        Iowa.

(SEAL)

                                                                         (STAMP)

                                  165 127 104


                                       -3-

EX-3.34

                                                                    Exhibit 3.34

                                     BY-LAWS

                                       OF

                                 NIEMAN'S, LTD.

ARTICLE I. Corporation Offices

     SECTION 1. The principal office of the Corporation in the State of Iowa
shall be located in the City of Ventura, County of Cerro Gordo. The Corporation
may have such other offices, either within or without the State of Iowa, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.

     SECTION 2. The registered office of the Corporation required by the Iowa
Business Corporation Act to be maintained in the State of Iowa may be, but need
not be, identical with the principal office in the State of Iowa, and the
address of the registered office may be changed from time to time by the Board
of Directors.

ARTICLE II. Shareholders

     SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the 1st Monday in May of each year at Corporation Office in Ventura, IA
or at corporation Counsel at Clear Lake, Iowa, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day. If the election of
directors shall not be held on the day designated herein for any annual meeting
of the shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the shareholders as soon
thereafter as conveniently may be.

     SECTION 2. Order of Business. The order of business at the annual meeting
of shareholders shall be as follows:

     (a) Calling meeting to order;
     (b) Proof of notice of meeting;
     (c) Reading of minutes of last annual meeting;
     (d) Reports of officers;
     (e) Reports of committees;
     (f) Election of directors;
     (g) Miscellaneous business.

     SECTION 3. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the president or by the Board of Directors, and shall be called by the president
or the Board of Directors, and shall be called by the president or the secretary
at the request of the holders of not less than one-tenth of all the capital
stock of this



Corporation then issued and outstanding and entitled to vote at the meeting. No
business other than that specified in the notice of meeting shall be transacted.

     SECTION 4. Place of Shareholders' Meetings. The Board of Directors may
designate any place, either within or without the State of Iowa, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Iowa, as
the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the
registered office of this Corporation in the State of Iowa, except as otherwise
provided in Section 13 of this Article.

     SECTION 5. Notice of Meeting. Written or printed notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten,
nor more than sixty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United State mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the Corporation, with postage
thereon prepaid.

     SECTION 6. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than sixty days, and, in case of a meeting of shareholders, not less
than ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.


                                       -2-



     SECTION 7. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meetings, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original stock transfer book shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.

     SECTION 8. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

     SECTION 9. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 10. Voting of Shares. Each outstanding share entitled to vote shall
be entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.

     SECTION 11. Voting by Ballot. Voting by shareholders on any question or in
any election may be viva voce unless the presiding officer shall order, or any
shareholder shall demand, that voting be by ballot.

     SECTION 12. Informal Action by Shareholders_. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent,
in writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

     SECTION 13. Meeting of All Shareholders. If all of the shareholders shall
meet at any time and place, either within or without the State of Iowa, and
consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.


                                       -3-



ARTICLE III. Board of Directors

     SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

     SECTION 2. Number, Tenure and Qualifications. The Board of Directors shall
consist of one or not more than five persons, who shall be elected at the annual
meeting of the shareholders by a majority of the votes cast at such election by
ballot or, in the absence of objection by or on behalf of any shareholder
present or represented at such meeting, in any other than by ballot. Such
directors shall hold office for one year and thereafter until their respective
successors shall be elected and shall qualify. Directors need not be residents
of the State of Iowa or shareholders of the Corporation.

     SECTION 3. Vacancies and Removal. If the office of any director shall
become vacant between annual meetings by reason of death or resignation, the
remaining directors may, by a majority vote, elect a director in the place and
stead of the one so dying or resigning, and any director so elected shall hold
office until the next annual meeting of the shareholders, and until his
successor shall have been duly elected by the shareholders. Any director may
resign at any time. The shareholders shall have the right at any time to remove
any director of this corporation, with or without cause, by majority vote of the
issued and outstanding shares of capital stock entitled to vote on the election
of directors. If a director be removed or if the number of directors be
increased, a director to fill the vacancy or additional directors shall be
elected by a majority vote of the issued and outstanding capital stock entitled
to vote on the election of directors, to hold office until the next annual
meeting of the shareholders, and until his or their successors shall have been
duly elected.

     SECTION 4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after, and at
the same place as, the annual meeting of shareholders.The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Iowa, for the holding of additional regular meetings without other notice
than such resolution.

     SECTION 5. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Iowa, as the place for holding
any special meeting of the Board of Directors called by him or them.

     SECTION 6. Notice. Notice of any special meeting of the Board of Directors
shall be given at least two days previous thereto by written notice delivered
personally or mailed to each director at his business address, or by telegram.
If


                                       -4-



mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting, and such meeting may then be held at the time and place mentioned in
such waiver. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

     SECTION 7. Quorum. Three directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such number is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.

     SECTION 8. Manner of Acting. At all meetings of the Board of Directors,
each director shall have one vote. The act of seventy-five (75%) percent of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

     SECTION 9. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

     SECTION 10. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered or certified mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

     SECTION 11. Informal Action by Directors and Executive Committee. Any
action required to be taken at a meeting of the directors, or any other action
which may be taken at a meeting of the directors, may be taken without a meeting
if a consent, in writing, setting forth the action so taken, shall be signed by
all of the directors entitled to vote with respect to the subject matter
thereof. Also, an Executive Committee may be appointed to act per Section
496A.39, Code of Iowa.

     SECTION 12. Contracts. In the absence of fraud no contract or other
transaction between this Corporation and any other corporation shall be affected
by


                                       -5-



the fact that directors of this Corporation are directors of such other
corporation, if such contract or transaction shall be approved or ratified by
the affirmative vote of a majority of the directors present at a meeting of the
Board of Directors, who are not so interested. Any director individually, or any
firm of which any director is a partner, may be a party to or may be interested
in any contract or transaction of this Corporation provided that such contract
or transaction shall be approved or ratified by the affirmative vote of at least
a majority of the directors present at a meeting of the Board of Directors of
this Corporation who are not so interested. No director shall be liable to
account to this Corporation for any profit realized by him from or through any
such transaction or contract of this Corporation, ratified or approved as
aforesaid, by reason of his interest in such transaction or contract. Directors
so interested may be counted when present at meetings of the Board of Directors
for the purpose of determining the existence of a quorum.

ARTICLE IV. Officers

     SECTION 1. Designation. This Corporation shall have as officers a president
who shall be a director, one or more vice-presidents (the number thereof to be
determined by the Board of Directors), a secretary, and a treasurer, each of
whom shall be elected by the Board of Directors. Such other officers, assistant
officers and acting officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two or more offices may be held by the
same person.

     SECTION 2. Election and Term of Office. The officers of the Corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.

     SECTION 3. Suspension and Removal. Any officer or agent elected or
appointed by the Board of Directors may be removed or suspended by a majority
vote of the Board of Directors at any time, with or without cause. Any agent or
employee appointed or employed by the president may be removed or discharged or
suspended by him at any time, with or without cause.

     SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

     SECTION 5. Powers and Duties of the President. The president shall be the
principal executive officer of the Corporation and, subject to the control of
the Board of Directors, shall in general supervise and control all of the
business and affairs of the Corporation. He shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. The president shall
cause to be called


                                       -6-



regular and special meetings of the shareholders and directors in accordance
with these by-laws. The president, subject to the approval of the Board of
Directors, shall appoint and remove, employ and discharge, and fix the
compensation of all agents and employees of this corporation other than officers
appointed by the Board. The president shall make and sign all contracts and
agreements in the name of this Corporation, which are authorized by the Board of
Directors. The president shall see that the books, reports, statements and
certificates required by the statutes are properly kept, made, and filed
according to law. The president shall sign or countersign all certificates of
stock, and notes, drafts or bills of exchange, acceptances, and other
instruments for the payment of money duly drawn by the treasurer. He shall
submit a report of the operations of this Corporation for each year to the
directors at their last regular meeting in such year, or at a special meeting
called for that purpose before the annual meeting of shareholders, and to the
shareholders at their annual meeting, and from time to time he shall report to
the directors all matters within his knowledge which the interests of this
Corporation may required to be brought to their notice.

     SECTION 6. Powers and Duties of the Vice-Presidents. The vice-presidents of
this Corporation shall generally assist the president and shall perform such
duties as may be assigned to them by the Board of Directors. In the absence of
the president or in the event of his death, inability or refusal to act, the
vice-president (or in the event there be more than one vice-president, the
vice-presidents in the order designated at the time of their election or in the
absence of any designation, then in the order of their election) shall perform
the duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president.

     SECTION 7. Powers and Duties of the Secretary. The secretary shall be ex
officio secretary of the Board of Directors. He shall keep the minutes of all
meetings of the Board of Directors and shareholders. He shall keep in safe
custody the seal of this corporation, and when authorized by the Board of
Directors shall affix the seal to any instrument requiring the same. He shall
have charge of the corporate books and records. He shall be authorized to sign
certificates of stock, with the president or vice-president. He shall keep
accounts of stock registered and transferred in the manner prescribed by law. He
shall give and serve all notices to the shareholders and directors, except that
notice for special meetings of directors called at the request of two directors,
as provided in Section 5 of Article III of these by-laws, may be issued by such
directors. In general, he shall perform all the duties incident to his office.
Notwithstanding herein- this corporation has no seal.

     SECTION 8. Powers and Duties of the Treasurer. If required by the Board of
Directors, the treasurer shall give a bond for the faithful discharge of his
duties in such sums and with such surety or sureties as the Board of Directors
shall determine. The treasurer shall have the care and custody of and be
responsible for all the funds, securities, evidences of indebtedness and other
valuable documents of the Corporation, and deposit all such funds in the name of
the Corporation in such banks, or trust companies, or other depositories, or in
such safe deposit vaults as the Board of Directors may designate. The treasurer
shall sign, make, and endorse in


                                       -7-



the name of the Corporation all checks, notes, drafts, bills of exchange,
acceptances and other instruments for the payment of money, and pay out and
dispose of same and receipt therefor, under the direction of the president or
the Board of Directors. The treasurer shall render a statement of the condition
of the finances of the corporation at each regular meeting of the Board of
Directors, and at such other times as shall be required of him, and a full
financial report at the annual meeting of the shareholders. The treasurer shall
keep at the office of the Corporation full and accurate books of account of all
its business and transactions and such other books of account as the Board of
Directors may require, and shall exhibit the same to any director of the
Corporation upon application therefor. He shall be authorized to sign
certificates of stock, with the president or the vice-president. In general, he
shall perform all the duties incident to his office.

     SECTION 9. Assistant Secretaries and Assistant Treasurers. The assistant
secretaries, when authorized by the Board of Directors, may sign with the
president or a vice-president certificates for shares of the Corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The assistant treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the Board of Directors.

     SECTION 10. Returns and Statements. It shall be the duty of each officer of
this Corporation to make and file any and all returns, reports, lists, or
statements required by law to be made and filed by him, and to make full report
to the Board of Directors respecting the affairs of the Corporation in his
charge whenever he may be required to do so.

     SECTION 11. Compensation. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.

ARTICLE V. Written Instruments, Loans and Deposits

     SECTION 1. Written Instruments. Subject always to the specific directions
of the Board of Directors, all deeds and mortgages made by the Corporation and
all other written contracts and agreements to which the Corporation shall be a
party shall be executed in its name by the president or one of the
vice-presidents and attested by the secretary or an assistant secretary; and the
secretary or an assistant secretary, when necessary or required, shall affix the
corporate seal thereto.

     SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.


                                       -8-



     SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

     SECTION 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.

ARTICLE VI. Certificates for Shares and Their Transfer

     SECTION 1. Issue and Registration. Certificates for shares of the capital
stock of this Corporation shall be issued when fully paid, and shall be in such
form as shall be approved by the Board of Directors. Certificates for shares
shall be signed by the president or a vice-president, and the secretary or
treasurer, and sealed with the seal of the Corporation. They shall be numbered
consecutively and registered in the order in which they are issued. They shall
be bound in a book and shall be issued therefrom, and in the margin of this book
there shall be entered the names of the persons owning the shares therein
respectively represented, the number of such shares, and the dates of issuance
thereof. All certificates exchanged or returned to the Corporation shall be
marked "Cancelled", and the date of cancellation affixed thereto, and each
cancelled certificate shall be preserved and attached to the stub from which the
same was taken. No new certificates shall be issued until the old certificate
shall have been cancelled; provided, however, that in case any certificate shall
be lost, the directors may order a new certificate to be issued in its place
upon receiving such proof of loss and such bond of indemnity therefor as may be
satisfactory to them.

     SECTION 2. Transfers of Shares. Transfer of shares of the Corporation shall
be made only on the stock transfer books of the Corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.

     SECTION 3. Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of Iowa as they may deem expedient concerning the issue,
transfer, and registration of certificates representing shares of the
Corporation.

ARTICLE VII. Miscellaneous

     SECTION 1. Corporate Seal. This Corporation shall not have a seal.

     SECTION 2. Fiscal Year. This Corporation shall choose a fiscal year to be


                                       -9-



determined by the Directors prior to the end of 10th month of operation.

     SECTION 3. Contracts, etc. The Board of Directors may authorize any officer
or officers, agent or agents, employee or employees to enter into any contract
or other instrument on behalf of this Corporation, and such authority may be
general or confined to specific instances. Except as herein provided or as
authorized by the Board of Directors, no officer, agent, or employee other than
the president, vice-president, secretary or treasurer, shall have any power or
authority to bind this Corporation by any contract or engagement, or to pledge
its credit or to render it liable for any purpose or for any amount.

     SECTION 4. Deposits, Checks, Drafts, etc. All checks and drafts or funds of
this Corporation shall be deposited from time to time to the credit of this
Corporation in such banks, or trust companies, or to other depositories, as the
Board of Directors may from time to time designate. All checks shall be drawn
out of the regular check books of this Corporation and upon the stub of each
check, the purpose and amount for which the same is drawn shall be specified.
All checks, notes, drafts, bills of exchange, acceptances or other orders for
the payment of money or other evidences of the indebtedness of this Corporation,
shall be signed as shall from time to time be designated by resolution of the
Board of Directors.

     SECTION 5. Notice. Whenever, under the provisions of these by-laws, notice
is required to be given to any shareholder or director, it shall not be
construed to be limited to personal notice, but such notice may be given, in
writing, by depositing the same in a post office or letter box in a post-paid,
sealed wrapper, addressed to such shareholder or director at the latter's last
known address, and the time when the same shall be thus mailed shall be deemed
to be the time of the giving of such notice.

     SECTION 6. Waiver of Notice. Whenever any notice is required to be given to
any shareholder or director of the Corporation under the provisions of the
Articles of Incorporation or under the provisions of the Iowa Business
Corporation Act, a waiver thereof, in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

     SECTION 7. Dividends. The directors shall from time to time declare
dividends upon the capital stock from the surplus arising from the business of
the Corporation as and when they deem expedient. Before declaring any dividend
there may be reserved out of the accumulated profits such sum or sums as the
directors from time to time in their discretion think proper for working capital
or as a reserve fund to meet contingencies or for equalizing dividends, or for
such other purposes as, in the opinion of the directors, is conductive to the
interests of the Corporation.

     SECTION 8. Voting of Shares Owned by Corporation. Subject always to the
specific directions of the Board of Directors, any share or shares of stock
issued by any other corporation may be voted at any shareholders' meeting of
such other


                                      -10-



corporation by the president of the Corporation if he be present, or
in his absence by any vice-president of the Corporation who may be present.
Whenever, in the judgment of the president, or in his absence, of any
vice-president, it is desirable for the Corporation to execute a proxy or give a
shareholders' consent in respect to any share or shares of stock issued by any
other corporation and owned by this Corporation, such proxy or consent shall be
executed in the name of this Corporation and shall be attested by the secretary
or an assistant secretary of this Corporation under the corporate seal without
necessity of any authorization by the Board of Directors. Any person or persons
designated in the manner above stated as the proxy or proxies of the Corporation
shall have full right, power and authority to vote the share or shares of stock
issued by such other corporation and owned by this Corporation the same as such
share or shares might be voted by this Corporation.

ARTICLE VIII. Amendment of By-Laws

     SECTION 1. These by-laws may be altered, amended or repealed and new
by-laws may be adopted by the Board of Directors at any regular or special
meeting of the Board of Directors.


                                      -11-

EX-4.1

                                                                  EXECUTION COPY

              -----------------------------------------------------

                            TITAN INTERNATIONAL, INC.

                     AND EACH OF THE GUARANTORS PARTY HERETO

                 $200,000,000 8% SENIOR UNSECURED NOTES DUE 2012

                          -----------------------------

                                    INDENTURE

                          Dated as of December 28, 2006

                          -----------------------------

                         U.S. Bank National Association

                                     Trustee

              -----------------------------------------------------



                             CROSS-REFERENCE TABLE*



Trust Indenture
Act Section                                                                    Indenture Section
                                                                            
310(a)(1)...................................................................          7.10
     (a)(2).................................................................          7.10
     (a)(3).................................................................          N.A.
     (a)(4).................................................................          N.A.
     (a)(5).................................................................          7.10
     (b)....................................................................          7.10
     (c)....................................................................          N.A.
311(a)......................................................................          7.11
     (b)....................................................................          7.11
     (c)....................................................................          N.A.
312(a)......................................................................          2.05
     (b)....................................................................         12.03
     (c)....................................................................         12.03
313(a)......................................................................          7.06
     (b)(2).................................................................       7.06; 7.07
     (c)....................................................................      7.06; 12.02
     (d)....................................................................          7.06
314(a)......................................................................   4.03;12.02; 12.05
     (c)(1).................................................................         12.04
     (c)(2).................................................................         12.04
     (c)(3).................................................................          N.A.
     (e)....................................................................         12.05
     (f)....................................................................          N.A.
315(a)......................................................................          7.01
     (b)....................................................................      7.05; 12.02
     (c)....................................................................          7.01
     (d)....................................................................          7.01
     (e)....................................................................          6.11
316(a) (last sentence)......................................................          2.09
     (a)(1)(A)..............................................................          6.05
     (a)(1)(B)..............................................................          6.04
     (a)(2).................................................................          N.A.
     (b)....................................................................          6.07
     (c)....................................................................          2.12
317(a)(1)...................................................................          6.08
     (a)(2).................................................................          6.09
     (b)....................................................................          2.04
318(a)......................................................................         12.01
     (b)....................................................................          N.A.
     (c)....................................................................         12.01


N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.



                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                             
                                                  ARTICLE 1
                                        DEFINITIONS AND INCORPORATION
                                                BY REFERENCE

Section 1.01     Definitions................................................................................      1
Section 1.02     Other Definitions..........................................................................     21
Section 1.03     Incorporation by Reference of Trust Indenture Act..........................................     21
Section 1.04     Rules of Construction......................................................................     22
Section 1.05     Acts of Holders............................................................................     22

                                                  ARTICLE 2
                                                  THE NOTES

Section 2.01     Form and Dating............................................................................     23
Section 2.02     Execution and Authentication...............................................................     24
Section 2.03     Registrar and Paying Agent.................................................................     24
Section 2.04     Paying Agent to Hold Money in Trust........................................................     25
Section 2.05     Holder Lists...............................................................................     25
Section 2.06     Transfer and Exchange......................................................................     25
Section 2.07     Replacement Notes..........................................................................     37
Section 2.08     Outstanding Notes..........................................................................     37
Section 2.09     Treasury Notes.............................................................................     37
Section 2.10     Temporary Notes............................................................................     38
Section 2.11     Cancellation...............................................................................     38
Section 2.12     Defaulted Interest.........................................................................     38
Section 2.13     CUSIP Numbers..............................................................................     38

                                                  ARTICLE 3
                                          REDEMPTION AND PREPAYMENT

Section 3.01     Notices to Trustee.........................................................................     39
Section 3.02     Selection of Notes to Be Redeemed or Purchased.............................................     39
Section 3.03     Notice of Redemption.......................................................................     39
Section 3.04     Effect of Notice of Redemption.............................................................     40
Section 3.05     Deposit of Redemption or Purchase Price....................................................     40
Section 3.06     Notes Redeemed or Purchased in Part........................................................     41
Section 3.07     Optional Redemption........................................................................     41
Section 3.08     Mandatory Redemption.......................................................................     41
Section 3.09     Intentionally Omitted......................................................................     41
Section 3.10     Offer to Purchase by Application of Excess Proceeds........................................     41

                                                  ARTICLE 4
                                                  COVENANTS

Section 4.01     Payment of Notes...........................................................................     43
Section 4.02     Maintenance of Office or Agency............................................................     43
Section 4.03     SEC Reports................................................................................     44
Section 4.04     Compliance Certificate.....................................................................     44
Section 4.05     Taxes......................................................................................     45
Section 4.06     Stay, Extension and Usury Laws.............................................................     45
Section 4.07     Restricted Payments........................................................................     45






                                                                                                                Page
                                                                                                             
Section 4.08     Dividend and Other Payment Restrictions Affecting Subsidiaries.............................     48
Section 4.09     Incurrence of Indebtedness and Issuance of Preferred Stock.................................     49
Section 4.10     Asset Sales................................................................................     53
Section 4.11     Transactions with Affiliates...............................................................     55
Section 4.12     Liens......................................................................................     56
Section 4.13     Business Activities........................................................................     56
Section 4.14     Corporate Existence........................................................................     56
Section 4.15     Offer to Repurchase Upon Change of Control.................................................     56
Section 4.16     Limitation on Sale and Leaseback Transactions..............................................     58
Section 4.17     Payments for Consent.......................................................................     58
Section 4.18     Additional Note Guarantees.................................................................     58
Section 4.19     Designation of Restricted and Unrestricted Subsidiaries....................................     59

                                                  ARTICLE 5
                                                 SUCCESSORS

Section 5.01     Merger, Consolidation, or Sale of Assets...................................................     59
Section 5.02     Successor Corporation Substituted..........................................................     60

                                                  ARTICLE 6
                                            DEFAULTS AND REMEDIES

Section 6.01     Events of Default..........................................................................     60
Section 6.02     Acceleration...............................................................................     62
Section 6.03     Other Remedies.............................................................................     62
Section 6.04     Waiver of Past Defaults....................................................................     62
Section 6.05     Control by Majority........................................................................     63
Section 6.06     Limitation on Suits........................................................................     63
Section 6.07     Rights of Holders of Notes to Receive Payment..............................................     63
Section 6.08     Collection Suit by Trustee.................................................................     64
Section 6.09     Trustee May File Proofs of Claim...........................................................     64
Section 6.10     Priorities.................................................................................     64
Section 6.11     Undertaking for Costs......................................................................     65

                                                  ARTICLE 7
                                                   TRUSTEE

Section 7.01     Duties of Trustee..........................................................................     65
Section 7.02     Rights of Trustee..........................................................................     66
Section 7.03     Individual Rights of Trustee...............................................................     67
Section 7.04     Trustee's Disclaimer.......................................................................     67
Section 7.05     Notice of Defaults.........................................................................     67
Section 7.06     Reports by Trustee to Holders of the Notes.................................................     67
Section 7.07     Compensation and Indemnity.................................................................     68
Section 7.08     Replacement of Trustee.....................................................................     68
Section 7.09     Successor Trustee by Merger, etc. ..........................................................    69
Section 7.10     Eligibility; Disqualification..............................................................     69
Section 7.11     Preferential Collection of Claims Against Company..........................................     70

                                                  ARTICLE 8
                                  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01     Option to Effect Legal Defeasance or Covenant Defeasance...................................     70
Section 8.02     Legal Defeasance and Discharge.............................................................     70
Section 8.03     Covenant Defeasance........................................................................     70


                                       ii





                                                                                                                Page
                                                                                                             
Section 8.04     Conditions to Legal or Covenant Defeasance.................................................     71
Section 8.05     Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                   Provisions...............................................................................     72
Section 8.06     Repayment to Company.......................................................................     72
Section 8.07     Reinstatement..............................................................................     73

                                                  ARTICLE 9
                                      AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01     Without Consent of Holders of Notes........................................................     73
Section 9.02     With Consent of Holders of Notes...........................................................     74
Section 9.03     Compliance with Trust Indenture Act........................................................     75
Section 9.04     Revocation and Effect of Consents..........................................................     75
Section 9.05     Notation on or Exchange of Notes...........................................................     75
Section 9.06     Trustee to Sign Amendments, etc............................................................     76

                                                 ARTICLE 10.
                                               NOTE GUARANTEES

Section 10.01.   Guarantee..................................................................................     76
Section 10.02.   Limitation on Guarantor Liability..........................................................     77
Section 10.03.   Execution and Delivery of Note Guarantee...................................................     77
Section 10.04.   Guarantors May Consolidate, etc., on Certain Terms.........................................     78
Section 10.05.   Releases...................................................................................     78

                                                 ARTICLE 11
                                         SATISFACTION AND DISCHARGE

Section 11.01    Satisfaction and Discharge.................................................................     79
Section 11.02    Application of Trust Money.................................................................     80

                                                 ARTICLE 12
                                                MISCELLANEOUS

Section 12.01    Trust Indenture Act Controls...............................................................     80
Section 12.02    Notices....................................................................................     81
Section 12.03    Communication by Holders of Notes with Other Holders of Notes..............................     82
Section 12.04    Certificate and Opinion as to Conditions Precedent.........................................     82
Section 12.05    Statements Required in Certificate or Opinion..............................................     82
Section 12.06    Rules by Trustee and Agents................................................................     83
Section 12.07    No Personal Liability of Directors, Officers, Employees and Stockholders...................     83
Section 12.08    Governing Law..............................................................................     83
Section 12.09    No Adverse Interpretation of Other Agreements..............................................     83
Section 12.10    Successors.................................................................................     83
Section 12.11    Severability...............................................................................     83
Section 12.12    Counterpart Originals......................................................................     83
Section 12.13    Table of Contents, Headings, etc. .........................................................     84
Section 12.14    Force Majeure..............................................................................     84


                                    EXHIBITS

Exhibit A1    FORM OF NOTE
Exhibit A2    FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE

                                      iii



Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E     FORM OF NOTATION OF GUARANTEE
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE

                                       iv



      INDENTURE dated as of December 28, 2006 among Titan International, Inc.,
an Illinois corporation, the Guarantors (as defined) and U.S. Bank National
Association, a national banking association, as trustee.

      The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the $200,000,000 8% Senior Unsecured Notes due 2012 (the "Notes"):

                                   ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

      "144A Global Note" means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

      "Acquired Borrowing Base" means, as of any date, an amount equal to:

            (1) 80% of the book value of all accounts receivables owned by any
         Person or business acquired or to be acquired by the Company or any of
         its Restricted Subsidiaries after the date of this Indenture; plus

            (2) 60% of the book value of all inventory owned by any Person or
         business acquired or to be acquired by the Company or any of its
         Restricted Subsidiaries after the date of this Indenture; plus

            (3) 50% of the Orderly Liquidation Value of Equipment owned by any
         Person or business acquired or to be acquired by the Company or any of
         its Restricted Subsidiaries after the date of this Indenture; and

            (4) 50% of the Orderly Liquidation Value of Equipment otherwise
         acquired by the Company or any of its Restricted Subsidiaries since the
         date of this Indenture;

         all calculated on a consolidated basis in accordance with GAAP.

      "Acquired Debt" means, with respect to any specified Person:

            (1) Indebtedness of any other Person existing at the time such other
         Person is merged with or into or became a Subsidiary of such specified
         Person, whether or not such Indebtedness is incurred in connection
         with, or in contemplation of, such other Person merging with or into,
         or becoming a Restricted Subsidiary of, such specified Person; and

            (2) Indebtedness secured by a Lien encumbering any asset acquired by
         such specified Person.

      "Additional Notes" means additional Notes (other than the Initial Notes)
issued under this Indenture in accordance with Section 2.02 and 4.09 hereof, as
part of the same series as the Initial Notes.

                                       1


      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative
meanings.

      "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

      "Applicable Premium" means, with respect to any Note on any redemption
date, the greater of:

            (1) 1.0% of the principal amount of the Note; or

            (2) the excess of:

               (a) the present value at such redemption date of (i) the
           principal amount of the Note at maturity plus (ii) all required
           interest payments due on the Note through the maturity date of the
           Note (excluding accrued but unpaid interest to the redemption date),
           computed using a discount rate equal to the Treasury Rate as of such
           redemption date plus 50 basis points; over

               (b) the principal amount of the Note, if greater.

      "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

      "Asset Sale" means:

            (1) the sale, lease, conveyance or other disposition of any assets
         or rights; provided that the sale, lease, conveyance or other
         disposition of all or substantially all of the assets of the Company
         and its Restricted Subsidiaries taken as a whole shall be governed by
         Section 4.15 and/or Section 5.01 of this Indenture and not by the
         provisions of Section 4.10; and

            (2) the issuance of Equity Interests in any of the Company's
         Restricted Subsidiaries or the sale of Equity Interests in any of its
         Subsidiaries.

            Notwithstanding the preceding, none of the following items shall be
         deemed to be an Asset Sale:

            (1) any single transaction or series of related transactions that
         involves assets having a Fair Market Value of less than $1.0 million;

            (2) a transfer of assets or rights between or among the Company and
         its Restricted Subsidiaries;

            (3) an issuance of Equity Interests by a Restricted Subsidiary of
         the Company to the Company or to a Restricted Subsidiary of the
         Company;

                                       2


            (4) the sale, assignment or lease of products, rights, services,
         equipment, inventory or accounts receivable in the normal course of
         business and any sale or other disposition of damaged, worn-out or
         obsolete assets or properties in the normal course of business;

            (5) the sale or other disposition of cash or Cash Equivalents;

            (6) the license of any intellectual property of the Company or any
         of its Restricted Subsidiaries in the normal course of business;

            (7) the surrender or waiver of contract or intellectual property
         rights, or the settlement, release or surrender of contract, tort or
         other litigation claims, but only to the extent that pursuant to such
         surrender, waiver, settlement or release the Company or any of its
         Restricted Subsidiaries does not receive cash or Cash Equivalents in
         exchange therefor;

            (8) a Restricted Payment that does not violate the covenant
         described in Section 4.07 or a Permitted Investment; or

            (9) the exchange of up to $12.0 million in notes for stock of Titan
         Europe.

      "Attributable Debt" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP; provided,
however, that if such sale and leaseback transaction results in a Capital Lease
Obligation, the amount of Indebtedness represented thereby shall be determined
in accordance with the definition of "Capital Lease Obligation."

      "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

      "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.

      "Board of Directors" means:

            (1) with respect to a corporation, the board of directors of the
         corporation or any committee thereof duly authorized to act on behalf
         of such board;

            (2) with respect to a partnership, the board of directors of the
         general partner of the partnership;

            (3) with respect to a limited liability company, the managing member
         or members or any controlling committee of managing members thereof;
         and

            (4) with respect to any other Person, the board or committee of such
         Person serving a similar function.

      "Broker-Dealer" means any broker or dealer registered under the Exchange
Act.

                                       3


      "Business Asset" means assets (except in connection with the acquisition
of a Subsidiary in a Permitted Business that becomes a Guarantor) other than
notes, bonds, obligations and Securities that in the good faith judgment of the
Board of Directors, will immediately constitute, be a part of, or be used in, a
Permitted Business.

      "Business Day" means any day other than a Legal Holiday.

      "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet prepared in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.

      "Capital Stock" means:

            (1) in the case of a corporation, corporate stock;

            (2) in the case of an association or business entity, any and all
         shares, interests, participations, rights or other equivalents (however
         designated) of corporate stock;

            (3) in the case of a partnership or limited liability company,
         partnership interests (whether general or limited) or membership
         interests; and

            (4) any other interest or participation that confers on a Person the
         right to receive a share of the profits and losses of, or distributions
         of assets of, the issuing Person, but excluding from all of the
         foregoing any debt securities convertible into Capital Stock, whether
         or not such debt securities include any right of participation with
         Capital Stock.

      "Cash Equivalents" means:

            (1) United States dollars or currencies held by the Company or any
         of its Subsidiaries from time to time in the normal course of business;

            (2) securities issued or directly and fully guaranteed or insured by
         the United States government or any agency or instrumentality of the
         United States government (provided that the full faith and credit of
         the United States is pledged in support of those securities) having
         maturities of not more than six months from the date of acquisition;

            (3) certificates of deposit and eurodollar time deposits with
         maturities of six months or less from the date of acquisition, bankers'
         acceptances with maturities not exceeding six months and overnight bank
         deposits, in each case, with any domestic commercial bank having
         capital and surplus in excess of $500.0 million and a Thomson Bank
         Watch Rating of "B" or better;

            (4) repurchase obligations with a term of not more than seven days
         for underlying securities of the types described in clauses (2) and (3)
         above entered into with any financial institution meeting the
         qualifications specified in clause (3) above;

            (5) commercial paper having one of the two highest ratings
         obtainable from Moody's Investor Services, Inc. or Standard & Poor's
         Ratings Group and, in each case, maturing within six months after the
         date of acquisition; and

                                       4


            (6) money market funds at least 95% of the assets of which
         constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition.

      "Change of Control" means the occurrence of any of the following:

            (1) the direct or indirect sale, lease, transfer, conveyance or
         other disposition (other than by way of merger or consolidation), in
         one or a series of related transactions, of all or substantially all of
         the properties or assets of the Company and its Subsidiaries taken as a
         whole to any "person" (as that term is used in Section 13(d) of the
         Exchange Act);

            (2) the adoption of a plan relating to the liquidation or
         dissolution of the Company;

            (3) the consummation of any transaction (including, without
         limitation, any merger or consolidation), the result of which is that
         any "person" (as defined above) becomes the Beneficial Owner, directly
         or indirectly, of more than 50% of the Voting Stock of the Company,
         measured by voting power rather than number of shares; or

            (4) the first day on which a majority of the members of the Board of
         Directors of the Company are not Continuing Directors.

      "Clearstream" means Clearstream Banking, S.A.

      "Company" means Titan International, Inc., and any and all successors
thereto.

      "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus,
without duplication:

            (1) provision for taxes based on income or profits of such Person
         and its Restricted Subsidiaries for such period, to the extent that
         such provision for taxes was deducted in computing such Consolidated
         Net Income; plus

            (2) the Fixed Charges of such Person and its Restricted Subsidiaries
         for such period, to the extent that such Fixed Charges were deducted in
         computing such Consolidated Net Income; plus

            (3) other non-cash charges from employee compensation expenses
         arising from the issuance of stock, options to purchase stock,
         deferrals and stock appreciation rights (excluding any such expenses
         which relate to options or rights which, at the option of the holder
         thereof, may be settled in cash); plus

            (4) depreciation, amortization (including amortization of
         intangibles but excluding amortization of prepaid cash expenses that
         were paid in a prior period) and other non-cash expenses (excluding any
         such non-cash expense to the extent that it represents an accrual of or
         reserve for cash expenses in any future period or amortization of a
         prepaid cash expense that was paid in a prior period) of such Person
         and its Restricted Subsidiaries for such period to the extent that such
         depreciation, amortization and other non-cash expenses were deducted in
         computing such Consolidated Net Income; plus

            (5) non-cash items (other than any non-cash items that will require
         cash payments in the future or that relate to foreign currency
         translation) decreasing such

                                       5


         Consolidated Net Income for such period other than items that were
         accrued in the normal course of business; minus

            (6) non-cash items (other than any non-cash items that will require
         cash payments in the future or that relate to foreign currency
         translation) increasing such Consolidated Net Income for such period,
         other than the items that were accrued in the normal course of
         business,

in each case, on a consolidated basis and determined in accordance with GAAP.

      "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

            (1) the Net Income (but not loss) of any Person that is not a
         Restricted Subsidiary or that is accounted for by the equity method of
         accounting shall be included only to the extent of the amount of
         dividends or similar distributions paid in cash to the specified Person
         or a Restricted Subsidiary of the Person;

            (2) the Net Income of any Restricted Subsidiary shall be excluded to
         the extent that the declaration or payment of dividends or similar
         distributions by that Restricted Subsidiary of that Net Income is not
         at the date of determination permitted without any prior governmental
         approval (that has not been obtained) or, directly or indirectly, by
         operation of the terms of its charter or any agreement, instrument,
         judgment, decree, order, statute, rule or governmental regulation
         applicable to that Restricted Subsidiary or its shareholders;

            (3) the cumulative effect of a change in accounting principles shall
         be excluded;

            (4) any non-cash goodwill impairment charges shall be excluded;

            (5) any non-cash charges relating to the underfunded portion of any
         pension plan shall be excluded; and

            (6) any non-cash charges resulting from the application of SFAS No.
         123 shall be excluded;

      "Consolidated Net Tangible Assets" means, with respect to any Person as of
any date, the amount which, in accordance with GAAP, would be set forth under
the caption "Total Assets" (or any like caption) on a consolidated balance sheet
of such Person and its Restricted Subsidiaries (less applicable reserves), after
deducting therefrom (a) all current liabilities and (b) all goodwill and any
other amounts classified as intangible assets in accordance with GAAP.

      "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who:

            (1) was a member of such Board of Directors on the date of this
         Indenture; or

            (2) was nominated for election or elected to such Board of Directors
         with the approval of a majority of the Continuing Directors who were
         members of such Board of Directors at the time of such nomination or
         election.

                                       6


      "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee or successor trustee may give notice to the Company.

      "Credit Agreement" means the credit agreement, dated as of July 23, 2004
originally among the Company and LaSalle Bank National Association and General
Electric Capital Corporation, as amended.

      "Credit Facilities" means one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.

      "Custodian" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

      "Debt" means, with respect to any specified Person, any indebtedness of
such Person (excluding accrued expenses and trade payables), whether or not
contingent:

            (1) in respect of borrowed money;

            (2) evidenced by bonds, notes, debentures or similar instruments or
         letters of credit (or reimbursement agreements in respect thereof);

            (3) in respect of banker's acceptances;

            (4) representing Capital Lease Obligations or Attributable Debt in
         respect of sale and leaseback transactions;

            (5) representing the balance deferred and unpaid of the purchase
         price of any property or services due more than six months after such
         property is acquired or such services are completed; or

            (6) representing any Hedging Obligations,

      if and to the extent any of the preceding items (other than letters of
credit, Attributable Debt, and Hedging Obligations) would appear as a liability
upon a balance sheet of the specified Persons prepared in accordance with GAAP.

      "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

      "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A1 hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

      "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and

                                       7


all successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.

      "Designated Noncash Consideration" means the Fair Market Value of noncash
consideration received by the Company or any of its Restricted Subsidiaries in
connection with an Asset Sale that is so designated as Designated Noncash
Consideration pursuant to an officers' certificate of the Company, setting forth
the basis of such valuation, less the amount of cash or Cash Equivalents
received in connection with a subsequent sale of such Designated Noncash
Consideration.

      "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset shall not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be
outstanding at any time for purposes of this Indenture will be the maximum
amount that the Company and its Restricted Subsidiaries may become obligated to
pay upon the maturity of, or pursuant to any mandatory redemption provisions of,
such Disqualified Stock, exclusive of accrued dividends.

      "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia.

      "Equipment" of any Person or business means all machinery and equipment of
such Person or business, including all such Persons' or businesses' processing
equipment, conveyors, machine tools and all engineering, processing and
manufacturing equipment, office machinery, furniture, tools, attachments,
accessories, molds, dies, stamps, and other machinery and equipment, but not
including any motor vehicles or other titled assets.

      "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

      "Equity Offering" means an issuance or sale of Equity Interests (other
than Disqualified Stock) of the Company.

      "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.

      "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

      "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

                                       8


      "Existing Indebtedness" means the Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Company's Credit
Agreement) in existence on the date of this Indenture, until such amounts are
repaid.

      "Fair Market Value" means the value that would be paid by a willing buyer
to an unaffiliated willing seller in a transaction not involving distress or
necessity of either party, determined in good faith by the Board of Directors of
the Company.

      "Fixed Charge Coverage Ratio" means, with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the specified Person or any of its Restricted Subsidiaries incurs, assumes,
guarantees, repays, repurchases, redeems, defeases or otherwise discharges any
Indebtedness (other than ordinary working capital borrowings) or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase, redemption, defeasance or other
discharge of Indebtedness, or such issuance, repurchase or redemption of
preferred stock, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of the applicable four-quarter reference period.

      In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

            (1) acquisitions that have been made by the specified Person or any
         of its Restricted Subsidiaries, including through mergers or
         consolidations, or any Person or any of its Restricted Subsidiaries
         acquired by the specified Person or any of its Restricted Subsidiaries,
         and including any related financing transactions and including
         increases in ownership of Restricted Subsidiaries, during the
         four-quarter reference period or subsequent to such reference period
         and on or prior to the Calculation Date shall be given pro forma effect
         (in accordance with Regulation S-X under the Securities Act) as if they
         had occurred on the first day of the four-quarter reference period;

            (2) the Consolidated Cash Flow attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses (and ownership interests therein) disposed of prior to the
         Calculation Date, shall be excluded;

            (3) the Fixed Charges attributable to discontinued operations, as
         determined in accordance with GAAP, and operations or businesses (and
         ownership interests therein) disposed of prior to the Calculation Date,
         shall be excluded, but only to the extent that the obligations giving
         rise to such Fixed Charges will not be obligations of the specified
         Person or any of its Restricted Subsidiaries following the Calculation
         Date;

            (4) any Person that is a Restricted Subsidiary on the Calculation
         Date shall be deemed to have been a Restricted Subsidiary at all times
         during such four-quarter period;

            (5) any Person that is not a Restricted Subsidiary on the
         Calculation Date shall be deemed not to have been a Restricted
         Subsidiary at any time during such four-quarter period; and

            (6) if any Indebtedness bears a floating rate of interest, the
         interest expense on such Indebtedness shall be calculated as if the
         rate in effect on the Calculation Date had been

                                       9


         the applicable rate for the entire period (taking into account any
         Hedging Obligation applicable to such Indebtedness if such Hedging
         Obligation has a remaining term as at the Calculation Date in excess of
         12 months).

      "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

            (1) the consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued,
         including, without limitation, amortization of debt issuance costs and
         original issue discount, non-cash interest payments, the interest
         component of any deferred payment obligations, the interest component
         of all payments associated with Capital Lease Obligations, imputed
         interest with respect to Attributable Debt and fees and charges
         incurred in respect of letter of credit or bankers' acceptance
         financings, and net of the effect of all payments made or received
         pursuant to Hedging Obligations in respect of interest rates; plus

            (2) the consolidated interest expense of such Person and its
         Restricted Subsidiaries that was capitalized during such period; plus

            (3) any interest on Indebtedness of another Person that is
         guaranteed by such Person or one of its Restricted Subsidiaries or
         secured by a Lien on assets of such Person or one of its Restricted
         Subsidiaries, whether or not such Guarantee or Lien is called upon;
         plus

            (4) the product of (a) all dividends, whether paid or accrued and
         whether or not in cash, on any series of preferred stock of such Person
         or any of its Restricted Subsidiaries, other than dividends on Equity
         Interests payable solely in Equity Interests of the Company (other than
         Disqualified Stock) or to the Company or a Restricted Subsidiary of the
         Company, times (b) a fraction, the numerator of which is one and the
         denominator of which is one minus the then current combined federal,
         state and local statutory tax rate of such Person, expressed as a
         decimal, in each case, determined on a consolidated basis in accordance
         with GAAP.

      "Foreign Subsidiary" means any Restricted Subsidiary of the Company that
is not a Domestic Subsidiary.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

      "Global Note Legend" means the legend set forth in Section 2.06(g)(2)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

      "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A1 hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

                                       10


      "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America (including any agency or
instrumentality thereof) for the payment of which obligations or guarantees the
full faith and credit of the United States of America is pledged and which are
not callable or redeemable at the issuer's option.

      "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the normal course of business, direct or indirect,
in any manner including, without limitation, by way of a pledge of assets or
through letters of credit or reimbursement agreements in respect thereof, of all
or any part of any Indebtedness (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

      "Guarantors" means each of:

            (1) all Restricted Subsidiaries other than Foreign Subsidiaries; and

            (2) any other Subsidiary of the Company that executes a Note
         Guarantee in accordance with the provisions of this Indenture,

and their respective successors and assigns, in each case, until the Note
Guarantee of such Person has been released in accordance with the provisions of
this Indenture.

      "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

            (1) interest rate swap agreements (whether from fixed to floating or
         from floating to fixed), interest rate cap agreements and interest rate
         collar agreements;

            (2) other agreements or arrangements designed to manage interest
         rates or interest rate risk; and

            (3) other agreements or arrangements designed to protect such Person
         against fluctuations in currency exchange rates or commodity prices.

      "Holder" means a Person in whose name a Note is registered.

      "Immaterial Subsidiary" means, as of any date, any Restricted Subsidiary
whose total assets, as of that date, are less than $250,000 and whose total
revenues for the most recent 12-month period do not exceed $250,000; provided
that a Restricted Subsidiary will not be considered to be an Immaterial
Subsidiary if it, directly or indirectly, guarantees or otherwise provides
direct credit support for any Indebtedness of the Company.

      "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:

            (1) in respect of borrowed money;

            (2) evidenced by bonds, notes, debentures or similar instruments or
         letters of credit (or reimbursement agreements in respect thereof);

            (3) in respect of banker's acceptances;

                                       11


            (4) representing Capital Lease Obligations or Attributable Debt in
         respect of sale and leaseback transactions;

            (5) representing the balance deferred and unpaid of the purchase
         price of any property or services due more than six months after such
         property is acquired or such services are completed; or

            (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit,
Attributable Debt and Hedging Obligations) would appear as a liability upon a
balance sheet of the specified Person prepared in accordance with GAAP. In
addition, the term "Indebtedness" includes all Indebtedness of others secured by
a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the
Guarantee by the specified Person of any Indebtedness of any other Person.

      "Indenture" means this Indenture, as amended or supplemented from time to
time.

      "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

      "Initial Notes" means the first $200,000,000 aggregate principal amount of
Notes issued under this Indenture.

      "Initial Purchaser" means Goldman, Sachs & Co.

      "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

      "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the normal course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the Fair Market
Value of the Company's Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided in Section 4.07. The acquisition
by the Company or any Subsidiary of the Company of a Person that holds an
Investment in a third Person shall be deemed to be an Investment by the Company
or such Subsidiary in such third Person in an amount equal to the Fair Market
Value of the Investments held by the acquired Person in such third Person in an
amount determined as provided in Section 4.07. The amount of an Investment shall
be determined at the time the Investment is made and without giving effect to
subsequent changes in value.

      "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on

                                       12


the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period.

      "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

      "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

            (1) any gain or loss, together with any related provision for taxes
         on such gain or loss, realized in connection with:

               (a) any Asset Sale; or

               (b) the disposition of any securities by such Person or any of
           its Restricted Subsidiaries or the extinguishment of any Indebtedness
           of such Person or any of its Restricted Subsidiaries; and

            (2) any extraordinary gain or loss, together with any related
         provision for taxes on such extraordinary gain or loss.

      "Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Indebtedness under a Credit
Facility, secured by a Lien on the asset or assets that were the subject of such
Asset Sale and any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP.

      "Non-Recourse Debt" means Indebtedness:

            (1) as to which neither the Company nor any of its Restricted
         Subsidiaries (a) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute
         Indebtedness), (b) is directly or indirectly liable as a guarantor or
         otherwise, or (c) constitutes the lender;

            (2) no default with respect to which (including any rights that the
         holders of the Indebtedness may have to take enforcement action against
         an Unrestricted Subsidiary) would permit upon notice, lapse of time or
         both any holder of any other Indebtedness of the Company or any of its
         Restricted Subsidiaries to declare a default on such other Indebtedness

                                       13


         or cause the payment of the Indebtedness to be accelerated or payable
         prior to its Stated Maturity; and

            (3) as to which the lenders have been notified in writing that they
         will not have any recourse to the stock or assets of the Company or any
         of its Restricted Subsidiaries.

      "Non-U.S. Person" means a Person who is not a U.S. Person.

      "Note Guarantee" means the Guarantee by each Guarantor of the Company's
obligations under this Indenture and the Notes, executed pursuant to the
provisions of this Indenture.

      "Notes" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes, any Additional Notes and any Exchange Notes shall be treated
as a single class for all purposes under this Indenture and, unless the context
otherwise requires, all references to the Notes shall include the Initial Notes,
any Additional Notes and any Exchange Notes.

      "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

      "Offering Circular" means the Company's Offering Circular dated December
19, 2006 related to the Notes.

      "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

      "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

      "Opinion of Counsel" means an opinion from legal counsel that meets the
requirements of Section 12.05 hereof. The counsel may be an employee of or
counsel to the Company, any Subsidiary of the Company.

      "Orderly Liquidation Value" means the greater of (a) the in place orderly
liquidation value, as determined by the most recent appraisal prepared by or on
behalf of the Company, or (b) the book value of such assets.

      "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

      "Permitted Business" means (i) the business conducted by or proposed to be
conducted by, the Company and its Restricted Subsidiaries on the date of the
original issuance of the Notes and (ii) businesses that are reasonably similar,
ancillary or related to, or a reasonable extension or expansion of, the business
conducted by the Company and its Restricted Subsidiaries on the date of original
issuance of the Notes.

      "Permitted Investments" means:

                                       14


            (1) any Investment in the Company or in a Wholly-Owned Restricted
         Subsidiary of the Company;

            (2) any Investment in Cash Equivalents;

            (3) any Investment by the Company or any Restricted Subsidiary of
         the Company in a Person, if as a result of such Investment:

               (a) such Person becomes a Restricted Subsidiary of the Company
      and a Guarantor; or

               (b) such Person is merged, consolidated or amalgamated with or
      into, or transfers or conveys substantially all of its assets to, or is
      liquidated into, the Company or a Restricted Subsidiary of the Company
      that is a Guarantor;

            (4) any Investment made as a result of the receipt of non-cash
         consideration from an Asset Sale that was made pursuant to and in
         compliance with Section 4.10;

            (5) any acquisition of assets or Capital Stock solely in exchange
         for the issuance of Equity Interests (other than Disqualified Stock) of
         the Company;

            (6) any Investment made prior to the date of this Indenture;

            (7) any Investments received in compromise or resolution of (A)
         obligations of trade creditors or customers that were incurred in the
         normal course of business of the Company or any of its Restricted
         Subsidiaries, including pursuant to any plan of reorganization or
         similar arrangement upon the bankruptcy or insolvency of any trade
         creditor or customer; or (B) litigation, arbitration or other disputes
         with Persons who are not Affiliates;

            (8) advances, loans or extensions of trade credit in the normal
         course of business by the Company or any of its Restricted
         Subsidiaries;

            (9) Investments represented by Hedging Obligations not made for
         speculative purposes;

            (10) loans or advances to officers and employees made in the normal
         course of business of the Company or any Restricted Subsidiary of the
         Company in an aggregate principal amount not to exceed $2.0 million at
         any one time outstanding;

            (11) repurchases of the Notes;

            (12) other Investments in a Permitted Business of any Person having
         an aggregate Fair Market Value (measured on the date each such
         Investment was made and without giving effect to subsequent changes in
         value), when taken together with all other Investments made pursuant to
         this clause (12) that are at the time outstanding not to exceed in the
         aggregate at any time outstanding 5.0% of Consolidated Net Tangible
         Assets, provided that any such Investment will not be deemed to be
         outstanding pursuant to this clause (12) if such Investment
         subsequently constitutes a Permitted Investment pursuant to clause (3)
         hereof; and

                                       15


            (13) other Investments in any Person having an aggregate Fair Market
         Value (measured on the date each such Investment was made and without
         giving effect to subsequent changes in value), when taken together with
         all other Investments made pursuant to this clause (13) that are at the
         time outstanding not to exceed $5.0 million, provided that any such
         Investment will not be deemed to be outstanding pursuant to this clause
         (13) if such Investment subsequently constitutes a Permitted Investment
         pursuant to clause (3) hereof; and

            (14) the exchange of up to $12 million in notes for stock of Titan
         Europe.

      "Permitted Liens" means:

            (1) Liens on assets of the Company or any Guarantor securing
         Indebtedness and other Obligations not to exceed the sum of (A) the
         Indebtedness permitted to be incurred under Section 4.09(b)(1) and (B)
         the amount of Debt, not to exceed $125.0 million, that can be incurred
         on the date of such Lien is created under the Fixed Charge Coverage
         Ratio test set forth in Section 4.09(a);

            (2) Liens in favor of the Company or the Guarantors;

            (3) Liens on property of a Person existing at the time such Person
         is merged with or into or consolidated with the Company or any
         Subsidiary of the Company; provided that such Liens were in existence
         prior to the contemplation of such merger or consolidation and do not
         extend to any assets other than those of the Person merged into or
         consolidated with the Company or the Subsidiary;

            (4) Liens on property (including Capital Stock) existing at the time
         of acquisition of the property by the Company or any Subsidiary of the
         Company; provided that such Liens were in existence prior to, such
         acquisition, and not incurred in contemplation of, such acquisition;

            (5) Liens to secure the performance of statutory obligations, surety
         or appeal bonds, performance bonds or other obligations of a like
         nature incurred in the normal course of business;

            (6) Liens to secure Indebtedness (including Capital Lease
         Obligations) permitted by Section 4.09(b)(4) covering only the assets
         acquired with or financed by such Indebtedness;

            (7) Liens existing on the date of this Indenture;

            (8) Liens for taxes, assessments or governmental charges or claims
         that are not yet delinquent or that are being contested in good faith
         by appropriate proceedings promptly instituted and diligently
         concluded; provided that any reserve or other appropriate provision as
         is required in conformity with GAAP has been made therefor;

            (9) Liens imposed by law, such as carriers', warehousemen's,
         landlord's and mechanics' Liens, in each case, incurred in the ordinary
         course of business;

            (10) survey exceptions, easements or reservations of, or rights of
         others for, licenses, rights-of-way, sewers, electric lines, telegraph
         and telephone lines and other similar purposes, or zoning or other
         restrictions as to the use of real property that were not incurred

                                       16


         in connection with Indebtedness and that do not in the aggregate
         materially adversely affect the value of said properties or materially
         impair their use in the operation of the business of such Person;

            (11) Liens created for the benefit of (or to secure) the Notes (or
         the Note Guarantees);

            (12) Liens to secure any Permitted Refinancing Indebtedness
         permitted to be incurred under this Indenture; provided, however, that:

            (a) the new Lien shall be limited to all or part of the same
      property and assets that secured or, under the written agreements pursuant
      to which the original Lien arose, could secure the original Lien (plus
      improvements and accessions to, such property or proceeds or distributions
      thereof); and

            (b) the Indebtedness secured by the new Lien is not increased to any
      amount greater than the sum of (x) the outstanding principal amount, or,
      if greater, committed amount, of the Permitted Refinancing Indebtedness
      and (y) an amount necessary to pay any fees and expenses, including
      premiums, related to such renewal, refunding, refinancing, replacement,
      defeasance or discharge; and

            (13) Liens incurred in the normal course of business of the Company
         or any Subsidiary of the Company securing obligations that do not
         exceed $5.0 million at any one time outstanding; and

            (14) Liens securing Hedging Obligations not entered into for
         speculative purposes.

      "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to renew, refund, refinance, replace, defease or
discharge other Indebtedness of the Company or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that:

            (1) the principal amount (or accreted value, if applicable) of such
         Permitted Refinancing Indebtedness does not exceed the principal amount
         (or accreted value, if applicable) of the Indebtedness renewed,
         refunded, refinanced, replaced, defeased or discharged (plus all
         accrued interest on the Indebtedness and the amount of all fees and
         expenses, including premiums, incurred in connection therewith);

            (2) such Permitted Refinancing Indebtedness has a final maturity
         date later than the final maturity date of, and has a Weighted Average
         Life to Maturity equal to or greater than the Weighted Average Life to
         Maturity of, the Indebtedness being renewed, refunded, refinanced,
         replaced, defeased or discharged;

            (3) if the Indebtedness being renewed, refunded, refinanced,
         replaced, defeased or discharged is subordinated in right of payment to
         the Notes, such Permitted Refinancing Indebtedness has a final maturity
         date later than the final maturity date of, and is subordinated in
         right of payment to, the Notes on terms at least as favorable to the
         Holders of the Notes as those contained in the documentation governing
         the Indebtedness being renewed, refunded, refinanced, replaced,
         defeased or discharged; and

                                       17


             (4) such Indebtedness is incurred either by the Company or by the
         Restricted Subsidiary who is the obligor on the Indebtedness being
         renewed, refunded, refinanced, replaced, defeased or discharged.

      Notwithstanding the foregoing, it is understood that, as provided in the
third paragraph of Section 4.09(b) hereof, Titan and its Restricted Subsidiaries
may incur Indebtedness with a principal amount in excess of the principal amount
of the Indebtedness being refinanced, if the amount of such excess is permitted
by Section 4.09(a) hereof or clauses (1), (2), (3), (4), (6), (7), (8), (9),
(10), (11), (12), (13) or (14) of Section 4.09(b) hereof.

      "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

      "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

      "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

      "Registration Rights Agreement" means the registration rights agreement
dated as of the date hereof among the Company, the Guarantors and the Initial
Purchaser.

      "Regulation S" means Regulation S promulgated under the Securities Act.

      "Regulation S Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

      "Regulation S Permanent Global Note" means a permanent Global Note in the
form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

      "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A2 hereto deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

      "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

      "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

      "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.

      "Restricted Investment" means an Investment other than a Permitted
Investment.

                                       18


      "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

      "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

      "Rule 144" means Rule 144 promulgated under the Securities Act.

      "Rule 144A" means Rule 144A promulgated under the Securities Act.

      "Rule 903" means Rule 903 promulgated under the Securities Act.

      "Rule 904" means Rule 904 promulgated under the Securities Act.

      "SEC" means the Securities and Exchange Commission.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

      "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture.

      "Special Interest" means all Special Interest then owing pursuant to the
Registration Rights Agreement.

      "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

      "Subsidiary" means, with respect to any specified Person:

               (1) any corporation, association or other business entity of
         which more than 50% of the total voting power of shares of Capital
         Stock entitled (without regard to the occurrence of any contingency and
         after giving effect to any voting agreement or stockholders' agreement
         that effectively transfers voting power) to vote in the election of
         directors, managers or trustees of the corporation, association or
         other business entity is at the time owned or controlled, directly or
         indirectly, by that Person or one or more of the other Subsidiaries of
         that Person (or a combination thereof); and

               (2) any partnership (a) the sole general partner or the managing
         general partner of which is such Person or a Subsidiary of such Person
         or (b) the only general partners of which are that Person or one or
         more Subsidiaries of that Person (or any combination thereof).

      "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb).

      "Titan Europe" means Titan Europe Plc.

                                       19


      "Treasury Rate" means, as of any redemption date, the yield to maturity as
of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
business days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to the maturity date of the
Notes; provided, however, that if the period from the redemption date to the
maturity date of the Notes, is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.

      "Trustee" means U.S. Bank National Association until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

      "Unrestricted Definitive Note" means a Definitive Note that does not bear
and is not required to bear the Private Placement Legend.

      "Unrestricted Global Note" means a Global Note that does not bear and is
not required to bear the Private Placement Legend.

      "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a resolution of the Board of Directors, but only to the
extent that such Subsidiary:

               (1) has no Indebtedness other than Non-Recourse Debt;

               (2) except as permitted by Section 4.11 hereof, is not party to
         any agreement, contract, arrangement or understanding with the Company
         or any Restricted Subsidiary of the Company unless the terms of any
         such agreement, contract, arrangement or understanding are no less
         favorable to the Company or such Restricted Subsidiary than those that
         might be obtained at the time from Persons who are not Affiliates of
         the Company;

               (3) is a Person with respect to which neither the Company nor any
         of its Restricted Subsidiaries has any direct or indirect obligation
         (a) to subscribe for additional Equity Interests or (b) to maintain or
         preserve such Person's financial condition or to cause such Person to
         achieve any specified levels of operating results; and

               (4) has not guaranteed or otherwise directly or indirectly
         provided credit support for any Indebtedness of the Company or any of
         its Restricted Subsidiaries.

      "U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated
under the Securities Act.

      "Voting Stock" of any specified Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

               (1) the sum of the products obtained by multiplying (a) the
         amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (b) the number of

                                       20


         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

               (2) the then outstanding principal amount of such Indebtedness.

      "Wholly-Owned Restricted Subsidiary" of any specified Person means a
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) will at
the time be owned by such Person or by one or more Wholly-Owned Restricted
Subsidiaries of such Person.

Section 1.02 Other Definitions.



                                                                                        Defined in
Term                                                                                      Section
- ----                                                                                      -------
                                                                                     
"Affiliate Transaction".............................................................       4.11
"Asset Sale Offer"..................................................................       3.10
"Authentication Order"..............................................................       2.02
"Change of Control Offer"...........................................................       4.15
"Change of Control Payment".........................................................       4.15
"Change of Control Payment Date"....................................................       4.15
"Covenant Defeasance"...............................................................       8.03
"DTC"...............................................................................       2.03
"Event of Default"..................................................................       6.01
"Excess Proceeds"...................................................................       4.10
"incur".............................................................................       4.09
"Legal Defeasance"..................................................................       8.02
"Offer Amount"......................................................................       3.10
"Offer Period"......................................................................       3.10
"Paying Agent"......................................................................       2.03
"Permitted Debt"....................................................................       4.09
"Payment Default" ..................................................................       6.01
"Purchase Date".....................................................................       3.10
"Registrar".........................................................................       2.03
"Restricted Payments"...............................................................       4.07


Section 1.03 Incorporation by Reference of Trust Indenture Act.

      Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

      The following TIA terms used in this Indenture have the following
meanings:

      "indenture securities" means the Notes;

      "indenture security Holder" means a Holder of a Note;

      "indenture to be qualified" means this Indenture;

      "indenture trustee" or "institutional trustee" means the Trustee; and

                                       21


      "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

      All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04 Rules of Construction.

      Unless the context otherwise requires:

               (1) a term has the meaning assigned to it;

               (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

               (3) "or" is not exclusive;

               (4) words in the singular include the plural, and in the plural
         include the singular;

               (5) "will" shall be interpreted to express a command;

               (6) provisions apply to successive events and transactions; and

               (7) references to sections of or rules under the Securities Act
         will be deemed to include substitute, replacement of successor sections
         or rules adopted by the SEC from time to time.

Section 1.05 Acts of Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders shall
be in writing and may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

      (b) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

      (c) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a resolution of its then current Board of
Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request,

                                       22


demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
outstanding Notes have been authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date. Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 1.05(c).

                                   ARTICLE 2
                                   THE NOTES

Section 2.01 Form and Dating.

      (a) General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibits A1 and A2 hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes shall
be in denominations of $2,000 and integral multiples of $1,000.

      The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

      (b) Global Notes. Notes issued in global form will be substantially in the
form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form will be substantially in the form of Exhibit A1
hereto (but without the Global Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
will represent such of the outstanding Notes as will be specified therein and
each shall provide that it represents the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

      (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period will be terminated upon
the receipt by the Trustee of:

            (1) a written certificate from the Depositary, together with copies
      of certificates from Euroclear and Clearstream certifying that they have
      received certification of non-United States beneficial ownership of 100%
      of the aggregate principal amount of the Regulation S Temporary Global
      Note (except to the extent of any beneficial owners thereof who acquired
      an interest

                                       23


      therein during the Restricted Period pursuant to another exemption from
      registration under the Securities Act and who will take delivery of a
      beneficial ownership interest in a 144A Global Note bearing a Private
      Placement Legend, all as contemplated by Section 2.06(b) hereof); and

            (2) an Officers' Certificate from the Company.

      Following the termination of the Restricted Period, beneficial interests
in the Regulation S Temporary Global Note will be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable
Procedures. Simultaneously with the authentication of the Regulation S Permanent
Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The
aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

            (3) Euroclear and Clearstream Procedures Applicable. The provisions
      of the "Operating Procedures of the Euroclear System" and "Terms and
      Conditions Governing Use of Euroclear" and the "General Terms and
      Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream
      will be applicable to transfers of beneficial interests in the Regulation
      S Temporary Global Note and the Regulation S Permanent Global Note that
      are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

      At least one Officer must sign the Notes for the Company by manual or
facsimile signature.

      If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note will nevertheless be valid.

      A Note will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

      The Trustee will, upon receipt of a written order of the Company signed by
an Officer (an "Authentication Order"), authenticate Notes for original issue
that may be validly issued under this Indenture, including any Additional Notes
and any Exchange Notes. The aggregate principal amount of Notes outstanding at
any time may not exceed the aggregate principal amount of Notes authorized for
issuance by the Company pursuant to one or more Authentication Orders, except as
provided in Section 2.07 hereof.

      The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

      The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any

                                       24


additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar.

      The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

      The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

      The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Special Interest, if any, or interest on the Notes, and
shall notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06 Transfer and Exchange.

      (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

            (1) the Company delivers to the Trustee notice from the Depositary
      that it is unwilling or unable to continue to act as Depositary or that it
      is no longer a clearing agency registered under the Exchange Act and, in
      either case, a successor Depositary is not appointed by the Company within
      120 days after the date of such notice from the Depositary;

            (2) the Company in its sole discretion determines that the Global
      Notes (in whole but not in part) should be exchanged for Definitive Notes
      and delivers a written notice to such effect to the Trustee; provided that
      in no event shall the Regulation S Temporary Global Note be

                                       25


      exchanged by the Company for Definitive Notes prior to (A) the expiration
      of the Restricted Period and (B) the receipt by the Registrar of any
      certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
      Securities Act; or

            (3) there has occurred and is continuing a Default or Event of
      Default with respect to the Notes.

      Upon the occurrence of either of the preceding events in (1) or (2) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

      (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

            (1) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; provided, however,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Regulation S Temporary Global Note may not be
      made to a U.S. Person or for the account or benefit of a U.S. Person
      (other than the Initial Purchaser). Beneficial interests in any
      Unrestricted Global Note may be transferred to Persons who take delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.06(b)(1).

            (2) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(1) above, the transferor
      of such beneficial interest must deliver to the Registrar either:

                  (A) both:

                        (i) a written order from a Participant or an Indirect
                  Participant given to the Depositary in accordance with the
                  Applicable Procedures directing the Depositary to credit or
                  cause to be credited a beneficial interest in another Global
                  Note in an amount equal to the beneficial interest to be
                  transferred or exchanged; and

                        (ii) instructions given in accordance with the
                  Applicable Procedures containing information regarding the
                  Participant account to be credited with such increase; or

                                       26


                  (B) both:

                        (i) a written order from a Participant or an Indirect
                  Participant given to the Depositary in accordance with the
                  Applicable Procedures directing the Depositary to cause to be
                  issued a Definitive Note in an amount equal to the beneficial
                  interest to be transferred or exchanged; and

                        (ii) instructions given by the Depositary to the
                  Registrar containing information regarding the Person in whose
                  name such Definitive Note shall be registered to effect the
                  transfer or exchange referred to in (1) above;

                  ; provided that in no event shall Definitive Notes be issued
                  upon the transfer or exchange of beneficial interests in the
                  Regulation S Temporary Global Note prior to (A) the expiration
                  of the Restricted Period and (B) the receipt by the Registrar
                  of any certificates required pursuant to Rule 903 under the
                  Securities Act.

Upon consummation of an Exchange Offer by the Company in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial
interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.06(h) hereof.

            (3) Transfer of Beneficial Interests to Another Restricted Global
      Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.06(b)(2) above and the
      Registrar receives the following:

                  (A) if the transferee will take delivery in the form of a
            beneficial interest in the 144A Global Note, then the transferor
            must deliver a certificate in the form of Exhibit B hereto,
            including the certifications in item (1) thereof; and

                  (B) if the transferee will take delivery in the form of a
            beneficial interest in the Regulation S Temporary Global Note or the
            Regulation S Permanent Global Note, then the transferor must deliver
            a certificate in the form of Exhibit B hereto, including the
            certifications in item (2) thereof.

            (4) Transfer and Exchange of Beneficial Interests in a Restricted
      Global Note for Beneficial Interests in an Unrestricted Global Note. A
      beneficial interest in any Restricted Global Note may be exchanged by any
      holder thereof for a beneficial interest in an Unrestricted Global Note or
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.06(b)(2) above and:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of the beneficial interest to be transferred, in the
            case of an exchange, or the transferee, in the case of a transfer,
            certifies in the applicable Letter of Transmittal that it is not (i)
            a Broker-Dealer, (ii) a Person participating in the distribution of
            the Exchange Notes or (iii) a Person who is an affiliate (as defined
            in Rule 144) of the Company;

                                       27


                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (i) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a beneficial interest in an Unrestricted Global
                  Note, a certificate from such holder in the form of Exhibit C
                  hereto, including the certifications in item (1)(a) thereof;
                  or

                        (ii) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take delivery thereof in the
                  form of a beneficial interest in an Unrestricted Global Note,
                  a certificate from such holder in the form of Exhibit B
                  hereto, including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

      If any such transfer is effected pursuant to clause (4) above at a time
when an Unrestricted Global Note has not yet been issued, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the aggregate principal amount
of beneficial interests transferred pursuant to subparagraph (i) or (ii) above.

      Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

      (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

            (1) Beneficial Interests in Restricted Global Notes to Restricted
      Definitive Notes. If any holder of a beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Restricted
      Definitive Note or to transfer such beneficial interest to a Person who
      takes delivery thereof in the form of a Restricted Definitive Note, then,
      upon receipt by the Registrar of the following documentation:

                  (A) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for a
            Restricted Definitive Note, a certificate from such holder in the
            form of Exhibit C hereto, including the certifications in item
            (2)(a) thereof;

                  (B) if such beneficial interest is being transferred to a QIB
            in accordance with Rule 144A, a certificate to the effect set forth
            in Exhibit B hereto, including the certifications in item (1)
            thereof;

                                       28


                  (C) if such beneficial interest is being transferred to a
            Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904, a certificate to the effect set forth in Exhibit B
            hereto, including the certifications in item (2) thereof;

                  (D) if such beneficial interest is being transferred pursuant
            to an exemption from the registration requirements of the Securities
            Act in accordance with Rule 144, a certificate to the effect set
            forth in Exhibit B hereto, including the certifications in item
            (3)(a) thereof;

                  (E) if such beneficial interest in being transferred to an
            Institutional Accredited Investor in reliance on an exemption from
            the registration requirements of the Securities Act other than those
            listed in subparagraphs (B) through (D) above, a certificate to the
            effect set forth in Exhibit D hereto, including certifications,
            certificates and Opinion of Counsel required by item (3) thereof, if
            applicable;

                  (F) if such beneficial interest is being transferred to the
            Company or any of its Subsidiaries, a certificate to the effect set
            forth in Exhibit B hereto, including the certifications in item
            (3)(b) thereof; or

                  (G) if such beneficial interest is being transferred pursuant
            to an effective registration statement under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

            (2) Beneficial Interests in Regulation S Temporary Global Note to
      Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a
      beneficial interest in the Regulation S Temporary Global Note may not be
      exchanged for a Definitive Note or transferred to a Person who takes
      delivery thereof in the form of a Definitive Note prior to (A) the
      expiration of the Restricted Period and (B) the receipt by the Registrar
      of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
      Securities Act, except in the case of a transfer pursuant to an exemption
      from the registration requirements of the Securities Act other than Rule
      903 or Rule 904.

            (3) Beneficial Interests in Restricted Global Notes to Unrestricted
      Definitive Notes. A holder of a beneficial interest in a Restricted Global
      Note may exchange such beneficial interest for an Unrestricted Definitive
      Note or may transfer such beneficial interest to a Person who takes
      delivery thereof in the form of an Unrestricted Definitive Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of such beneficial

                                       29


            interest, in the case of an exchange, or the transferee, in the case
            of a transfer, certifies in the applicable Letter of Transmittal
            that it is not (i) a Broker-Dealer, (ii) a Person participating in
            the distribution of the Exchange Notes or (iii) a Person who is an
            affiliate (as defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (i) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for an Unrestricted Definitive Note, a certificate
                  from such holder in the form of Exhibit C hereto, including
                  the certifications in item (1)(b) thereof; or

                        (ii) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take delivery thereof in the
                  form of an Unrestricted Definitive Note, a certificate from
                  such holder in the form of Exhibit B hereto, including the
                  certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

            (4) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the
      Trustee will cause the aggregate principal amount of the applicable Global
      Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
      Company will execute and the Trustee will authenticate and deliver to the
      Person designated in the instructions a Definitive Note in the appropriate
      principal amount. Any Definitive Note issued in exchange for a beneficial
      interest pursuant to this Section 2.06(c)(4) will be registered in such
      name or names and in such authorized denomination or denominations as the
      holder of such beneficial interest requests through instructions to the
      Registrar from or through the Depositary and the Participant or Indirect
      Participant. The Trustee will deliver such Definitive Notes to the Persons
      in whose names such Notes are so registered. Any Definitive Note issued in
      exchange for a beneficial interest pursuant to this Section 2.06(c)(4)
      will not bear the Private Placement Legend.

      (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

            (1) Restricted Definitive Notes to Beneficial Interests in
      Restricted Global Notes. If any Holder of a Restricted Definitive Note
      proposes to exchange such Note for a beneficial

                                       30


      interest in a Restricted Global Note or to transfer such Restricted
      Definitive Notes to a Person who takes delivery thereof in the form of a
      beneficial interest in a Restricted Global Note, then, upon receipt by the
      Registrar of the following documentation:

                  (A) if the Holder of such Restricted Definitive Note proposes
            to exchange such Note for a beneficial interest in a Restricted
            Global Note, a certificate from such Holder in the form of Exhibit C
            hereto, including the certifications in item (2)(b) thereof;

                  (B) if such Restricted Definitive Note is being transferred to
            a QIB in accordance with Rule 144A, a certificate to the effect set
            forth in Exhibit B hereto, including the certifications in item (1)
            thereof;

                  (C) if such Restricted Definitive Note is being transferred to
            a Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904, a certificate to the effect set forth in Exhibit B
            hereto, including the certifications in item (2) thereof;

                  (D) if such Restricted Definitive Note is being transferred
            pursuant to an exemption from the registration requirements of the
            Securities Act in accordance with Rule 144, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications
            in item (3)(a) thereof;

                  (E) if such Restricted Definitive Note is being transferred to
            an Institutional Accredited Investor in reliance on an exemption
            from the registration requirements of the Securities Act other than
            those listed in subparagraphs (B) through (D) above, a certificate
            to the effect set forth in Exhibit D hereto, including the
            certifications and certificates of Opinion of Counsel required by
            item (3) thereof, if applicable;

                  (F) if such Restricted Definitive Note is being transferred to
            the Company or any of its Subsidiaries, a certificate to the effect
            set forth in Exhibit B hereto, including the certifications in item
            (3)(b) thereof; or

                  (G) if such Restricted Definitive Note is being transferred
            pursuant to an effective registration statement under the Securities
            Act, a certificate to the effect set forth in Exhibit B hereto,
            including the certifications in item (3)(c) thereof,

            the Trustee will cancel the Restricted Definitive Note, increase or
            cause to be increased the aggregate principal amount of, in the case
            of clause (A) above, the appropriate Restricted Global Note, in the
            case of clause (B) above, the 144A Global Note, in the case of
            clause (C) above, the Regulation S Global Note.

            (2) Restricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Restricted Definitive Note to a Person who takes
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                                       31


                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (i) if the Holder of such Definitive Notes proposes to
                  exchange such Notes for a beneficial interest in the
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of Exhibit C hereto, including the certifications in
                  item (1)(c) thereof; or

                        (ii) if the Holder of such Definitive Notes proposes to
                  transfer such Notes to a Person who shall take delivery
                  thereof in the form of a beneficial interest in the
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of Exhibit B hereto, including the certifications in
                  item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

            Upon satisfaction of the conditions of any of the subparagraphs in
      this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and
      increase or cause to be increased the aggregate principal amount of the
      Unrestricted Global Note.

            (3) Unrestricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Definitive Notes to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note at any time. Upon receipt of a request for such an exchange or
      transfer, the Trustee will cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes.

            If any such exchange or transfer from a Definitive Note to a
      beneficial interest is effected pursuant to clause (2) or (3) above at a
      time when an Unrestricted Global Note has not yet been issued, the Company
      will issue and, upon receipt of an Authentication Order in accordance with
      Section 2.02 hereof, the Trustee will authenticate one or more
      Unrestricted Global Notes in an aggregate principal amount equal to the
      principal amount of Definitive Notes so transferred.

      (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                                       32


            (1) Restricted Definitive Notes to Restricted Definitive Notes. Any
      Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                  (A) if the transfer will be made pursuant to Rule 144A, then
            the transferor must deliver a certificate in the form of Exhibit B
            hereto, including the certifications in item (1) thereof;

                  (B) if the transfer will be made pursuant to Rule 903 or Rule
            904, then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications in item (2) thereof;
            and

                  (C) if the transfer will be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications in item (3) thereof.

            (2) Restricted Definitive Notes to Unrestricted Definitive Notes.
      Any Restricted Definitive Note may be exchanged by the Holder thereof for
      an Unrestricted Definitive Note or transferred to a Person or Persons who
      take delivery thereof in the form of an Unrestricted Definitive Note if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                  (B) any such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) any such transfer is effected by a Broker-Dealer pursuant
            to the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (i) if the Holder of such Restricted Definitive Notes
                  proposes to exchange such Notes for an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of Exhibit C
                  hereto, including the certifications in item (1)(d) thereof;
                  or

                        (ii) if the Holder of such Restricted Definitive Notes
                  proposes to transfer such Notes to a Person who shall take
                  delivery thereof in the form of an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of Exhibit B
                  hereto, including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests, an Opinion of Counsel in form reasonably
            acceptable to the Registrar to the effect that such exchange or
            transfer is in compliance with the Securities Act and that the
            restrictions on

                                       33


            transfer contained herein and in the Private Placement Legend are no
            longer required in order to maintain compliance with the Securities
            Act.

            (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
      A Holder of Unrestricted Definitive Notes may transfer such Notes to a
      Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

      (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

            (1) one or more Unrestricted Global Notes in an aggregate principal
      amount equal to the principal amount of the beneficial interests in the
      Restricted Global Notes accepted for exchange in the Exchange Offer by
      Persons that certify in the applicable Letters of Transmittal that (A)
      they are not Broker-Dealers, (B) they are not participating in a
      distribution of the Exchange Notes and (C) they are not affiliates (as
      defined in Rule 144) of the Company; and

            (2) Unrestricted Definitive Notes in an aggregate principal amount
      equal to the principal amount of the Restricted Definitive Notes accepted
      for exchange in the Exchange Offer by Persons that certify in the
      applicable Letters of Transmittal that (A) they are not Broker-Dealers,
      (B) they are not participating in a distribution of the Exchange Notes and
      (C) they are not affiliates (as defined in Rule 144) of the Company.

            Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate upon receipt of an Authentication Order in accordance with Section
2.02 hereof and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

      (g) Legends. The following legends will appear on the face of all Global
Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

            (1) Private Placement Legend.

                  (A) Except as permitted by subparagraph (B) below, each Global
            Note and each Definitive Note (and all Notes issued in exchange
            therefor or substitution thereof) shall bear the legend in
            substantially the following form:

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN

                                       34


INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS."

                  (B) Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3),
            (c)(4), (d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and
            all Notes issued in exchange therefor or substitution thereof) will
            not bear the Private Placement Legend.

            (2) Global Note Legend. Each Global Note will bear a legend in
      substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

            (3) Regulation S Temporary Global Note Legend. The Regulation S
      Temporary Global Note will bear a Legend in substantially the following
      form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

                                       35


      (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

      (i) General Provisions Relating to Transfers and Exchanges.

            (1) To permit registrations of transfers and exchanges, the Company
      will execute and the Trustee will authenticate Global Notes and Definitive
      Notes upon receipt of an Authentication Order in accordance with Section
      2.02 hereof or at the Registrar's request.

            (2) No service charge will be made to a Holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.10, 3.06, 3.10, 4.10, 4.15 and 9.05 hereof).

            (3) The Registrar will not be required to register the transfer of
      or exchange of any Note selected for redemption in whole or in part,
      except the unredeemed portion of any Note being redeemed in part.

            (4) All Global Notes and Definitive Notes issued upon any
      registration of transfer or exchange of Global Notes or Definitive Notes
      will be the valid obligations of the Company, evidencing the same debt,
      and entitled to the same benefits under this Indenture, as the Global
      Notes or Definitive Notes surrendered upon such registration of transfer
      or exchange.

            (5) Neither the Registrar nor the Company will be required:

                  (A) to issue, to register the transfer of or to exchange any
            Notes during a period beginning at the opening of business 15 days
            before the day of any selection of Notes for redemption under
            Section 3.02 hereof and ending at the close of business on the day
            of selection;

                  (B) to register the transfer of or to exchange any Note
            selected for redemption in whole or in part, except the unredeemed
            portion of any Note being redeemed in part; or

                  (C) to register the transfer of or to exchange a Note between
            a record date and the next succeeding interest payment date.

            (6) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Company may deem and treat the
      Person in whose name any Note is

                                       36


      registered as the absolute owner of such Note for the purpose of receiving
      payment of principal of and interest on such Notes and for all other
      purposes, and none of the Trustee, any Agent or the Company shall be
      affected by notice to the contrary.

            (7) The Trustee will authenticate Global Notes and Definitive Notes
      in accordance with the provisions of Section 2.02 hereof.

            (8) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.06 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

Section 2.07 Replacement Notes.

      If any mutilated Note is surrendered to the Trustee or the Company or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

      Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

      The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

      If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

      If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

      If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes shall
be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

      In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Guarantor, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
Guarantor, shall be considered as though not outstanding, except that for the
purposes of

                                       37


determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee knows are so owned shall be so disregarded.

Section 2.10 Temporary Notes.

      Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes will be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

      Holders of temporary Notes will be entitled to all of the benefits of this
Indenture.

Section 2.11 Cancellation.

      The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes (subject to the record retention requirement of the Exchange Act)
in its customary manner. Certification of the disposal of all canceled Notes
shall be delivered to the Company upon its request therefor. The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered to
the Trustee for cancellation.

Section 2.12 Defaulted Interest.

      If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

Section 2.13 CUSIP Numbers

      The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall promptly notify
the Trustee in writing of any change in the "CUSIP" numbers.

                                       38


                                   ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

      If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

            (1) the clause of this Indenture pursuant to which the redemption
      shall occur;

            (2) the redemption date;

            (3) the principal amount of Notes to be redeemed; and

            (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select Notes for redemption or
purchase on a pro rata basis unless otherwise required by law or applicable
stock exchange requirements.

      In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

      The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or
whole multiples of $1,000 in excess thereof; except that if all of the Notes of
a Holder are to be redeemed or purchased, the entire outstanding amount of Notes
held by such Holder, even if not a multiple of $1,000, shall be redeemed or
purchased. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption or purchase also apply to
portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

      At least 30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior to
a redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8
or 11 hereof.

      The notice shall identify the Notes to be redeemed and shall state:

            (1) the redemption date;

            (2) the redemption price;

                                       39


            (3) if any Note is being redeemed in part, the portion of the
      principal amount of such Note to be redeemed and that, after the
      redemption date upon surrender of such Note, a new Note or Notes in
      principal amount equal to the unredeemed portion will be issued upon
      cancellation of the original Note;

            (4) the name and address of the Paying Agent;

            (5) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (6) that, unless the Company defaults in making such redemption
      payment, interest on Notes called for redemption ceases to accrue on and
      after the redemption date;

            (7) the paragraph of the Notes and/or Section of this Indenture
      pursuant to which the Notes called for redemption are being redeemed; and

            (8) that no representation is made as to the correctness or accuracy
      of the CUSIP number, if any, listed in such notice or printed on the
      Notes.

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
has delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice and a form of
such notice setting forth the information to be stated in such therein as
provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

      Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

      One Business Day prior to the redemption or purchase date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption or purchase price of and accrued interest and Special Interest,
if any, on, all Notes to be redeemed or purchased on that date. The Trustee or
the Paying Agent shall promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and
Special Interest, if any, on, all Notes to be redeemed or purchased.

      If the Company complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest shall cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

                                       40


Section 3.06 Notes Redeemed or Purchased in Part.

      Upon surrender of a Note that is redeemed or purchased in part, the
Company shall issue and, upon receipt of an Authentication Order, the Trustee
shall authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07 Optional Redemption.

      (a) At any time prior to January 15, 2010, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 108.00% of the principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any,
on the Notes redeemed to the redemption date, subject to the rights of Holders
on the relevant record date to receive interest on the relevant interest payment
dates with the net cash proceeds of one or more Equity Offerings of the Company;
provided that:

            (1) at least 65% of the aggregate principal amount of Notes
      originally issued under this Indenture (excluding Notes held by the
      Company and its Subsidiaries) remains outstanding immediately after the
      occurrence of such redemption; and

            (2) the redemption occurs within 180 days of the date of the closing
      of such Equity Offering.

      (b) Except pursuant to Sections 3.07(a) and 3.07(d), the Notes will not be
redeemable.

      (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

      (d) The Company may also redeem all or a part of the Notes, upon not less
than 30 nor more than 60 days' prior notice mailed by first-class mail to each
Holder's registered address, at a redemption price equal to 100% of the
principal amount of Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest and Special Interest, if any, on the Notes to be
redeemed to the applicable date of redemption, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant interest
payment date.

Section 3.08 Mandatory Redemption.

      The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

Section 3.09 Intentionally Omitted.

Section 3.10 Offer to Purchase by Application of Excess Proceeds.

      In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below.

      The Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets. The Asset Sale Offer shall remain open for
a period of at least 20 Business Days following its commencement and not more
than 30 Business

                                       41


Days, except to the extent that a longer period is required by applicable law
(the "Offer Period"). No later than three Business Days after the termination of
the Offer Period (the "Purchase Date"), the Company shall apply all Excess
Proceeds (the "Offer Amount") to the purchase of Notes and such other pari passu
Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer
Amount has been tendered, all Notes and other Indebtedness tendered in response
to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

      If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

      Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The notice, which shall govern the terms of the Asset Sale Offer, shall
state:

            (1) that the Asset Sale Offer is being made pursuant to this Section
      3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer
      will remain open;

            (2) the Offer Amount, the purchase price and the Purchase Date;

            (3) that any Note not tendered or accepted for payment will continue
      to accrue interest;

            (4) that, unless the Company defaults in making such payment, any
      Note accepted for payment pursuant to the Asset Sale Offer will cease to
      accrue interest after the Purchase Date;

            (5) that Holders electing to have a Note purchased pursuant to an
      Asset Sale Offer may elect to have Notes purchased in integral multiples
      of $1,000 only;

            (6) that Holders electing to have Notes purchased pursuant to any
      Asset Sale Offer will be required to surrender the Note, with the form
      entitled "Option of Holder to Elect Purchase" attached to the Notes
      completed, or transfer by book-entry transfer, to the Company, a
      Depositary, if appointed by the Company, or a Paying Agent at the address
      specified in the notice at least three days before the Purchase Date;

            (7) that Holders will be entitled to withdraw their election if the
      Company, the Depositary or the Paying Agent, as the case may be, receives,
      not later than the expiration of the Offer Period, a telegram, telex,
      facsimile transmission or letter setting forth the name of the Holder, the
      principal amount of the Note the Holder delivered for purchase and a
      statement that such Holder is withdrawing his election to have such Note
      purchased;

            (8) that, if the aggregate principal amount of Notes and other pari
      passu Indebtedness surrendered by holders thereof exceeds the Offer
      Amount, the Company will select the Notes and other pari passu
      Indebtedness to be purchased on a pro rata basis based on the principal
      amount of Notes and such other pari passu Indebtedness surrendered (with
      such adjustments as may be deemed appropriate by the Company so that only
      Notes in denominations of $2,000, or integral multiples of $1,000 in
      excess thereof, will be purchased); and

                                       42


            (9) that Holders whose Notes were purchased only in part will be
      issued new Notes equal in principal amount to the unpurchased portion of
      the Notes surrendered (or transferred by book-entry transfer).

      On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.10. The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company, shall authenticate and mail or
deliver (or cause to be transferred by book entry) such new Note to such Holder,
in a principal amount equal to any unpurchased portion of the Note surrendered.
Any Note not so accepted shall be promptly mailed or delivered by the Company to
the Holder thereof. The Company shall publicly announce the results of the Asset
Sale Offer on the Purchase Date.

      Other than as specifically provided in this Section 3.10, any purchase
pursuant to this Section 3.10 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4
                                   COVENANTS

Section 4.01 Payment of Notes.

      The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on, the Notes on the dates and in the manner provided in the
Notes. Principal, premium and Special Interest, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium and Special Interest, if any, and
interest then due. The Company shall pay all Special Interest, if any, in the
same manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

Section 4.02 Maintenance of Office or Agency.

      The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

                                       43


      The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

      The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03 SEC Reports.

      (a) Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file
with the SEC and provide the Trustee and Holders and prospective Holders (upon
written request) within 15 days after it files them with the SEC, copies of its
annual report and the information, documents and other reports that are
specified in Sections 13 and 15(d) of the Exchange Act. In addition, the Company
shall furnish to the Trustee and, upon request, the Holders and prospective
Holders, promptly upon their becoming available, copies of the annual report to
shareholders and any other information provided by the Company to its public
shareholders generally. The Company also shall comply with the other provisions
of Section 314(a) of the TIA.

      (b) In addition, the Company shall furnish to the Holders of the Notes,
prospective investors, Broker-Dealers and securities analysts, upon their
request, the information referred to in Rule 144A(d)(4) under the Securities Act
so long as the Notes are not freely transferable under the Securities Act.

      (c) Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

Section 4.04 Compliance Certificate.

      (a) The Company and each Guarantor (to the extent that such Guarantor is
so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has fulfilled
its covenants contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default has occurred, describing all
such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

      (b) So long as any of the Notes are outstanding, the Company shall deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate

                                       44


specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.

Section 4.05 Taxes.

      The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

      The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

            (1) declare or pay any dividend or make any other payment or
      distribution on account of the Company's or any of its Restricted
      Subsidiaries' Equity Interests (including, without limitation, any payment
      in connection with any merger or consolidation involving the Company or
      any of its Restricted Subsidiaries) or to the direct or indirect holders
      of the Company's or any of its Restricted Subsidiaries' Equity Interests
      in their capacity as such (other than dividends or distributions payable
      in Equity Interests (other than Disqualified Stock) of the Company and
      other than dividends or distributions payable to the Company or a
      Restricted Subsidiary of the Company);

            (2) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving the Company) any Equity Interests of the Company
      or any direct or indirect parent of the Company;

            (3) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value any Indebtedness of the
      Company or any Guarantor that is contractually subordinated to the Notes
      or to any Note Guarantee (excluding any intercompany Indebtedness between
      or among the Company and any of its Restricted Subsidiaries and excluding
      the payment, repurchase, redemption, defeasance or other acquisition or
      retirement of such subordinated Indebtedness in anticipation of or in
      connection with a payment of principal or interest at the Stated Maturity
      thereof, in each case due within three months of the date of such payment,
      redemption, repurchase, defeasance, acquisition or retirement); or

            (4) make any Restricted Investment

                                       45


(all such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

            (1) no Default or Event of Default has occurred and is continuing or
      would occur as a consequence of such Restricted Payment;

            (2) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the applicable four-quarter period, have
      been permitted to incur at least $1.00 of additional Indebtedness pursuant
      to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and

            (3) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries since the date of this Indenture (excluding Restricted
      Payments permitted by clauses (2), (3), (4), (6) and (7) of paragraph (b)
      of this Section 4.07), is less than the sum, without duplication, of:

                  (A) 50% of the Consolidated Net Income of the Company for the
      period (taken as one accounting period) from the beginning of the most
      recent fiscal quarter commencing prior to the date of this Indenture to
      the end of the Company's most recently ended fiscal quarter for which
      internal financial statements are available at the time of such Restricted
      Payment (or, if such Consolidated Net Income for such period is a deficit,
      less 100% of such deficit); plus

                  (B) 100% of the aggregate net cash proceeds received by the
      Company since the date of this Indenture as a contribution to its common
      equity capital or from the issue or sale of Equity Interests of the
      Company (other than Disqualified Stock) or from the issue or sale of
      convertible or exchangeable Disqualified Stock or convertible or
      exchangeable debt securities of the Company that have been converted into
      or exchanged for such Equity Interests (other than Equity Interests (or
      Disqualified Stock or debt securities) sold to a Subsidiary of the
      Company); plus

                  (C) to the extent that any Restricted Investment that was made
      after the date of this Indenture is sold for cash or otherwise liquidated
      or repaid for cash, the lesser of (i) the cash return of capital with
      respect to such Restricted Investment (less the cost of disposition, if
      any) and (ii) the initial amount of such Restricted Investment; plus

                  (D) 100% of the aggregate net cash proceeds received by the
      Company or a Restricted Subsidiary since the date of this Indenture from
      the sale (other than to the Company or a Restricted Subsidiary) of Equity
      Interests of an Unrestricted Subsidiary; plus

                  (E) to the extent that any Unrestricted Subsidiary of the
      Company designated as such after the date of this Indenture is
      redesignated as a Restricted Subsidiary after the date of this Indenture,
      the lesser of (i) the Fair Market Value of the Company's Investment in
      such Subsidiary as of the date of such redesignation or (ii) such Fair
      Market Value as of the date on which such Subsidiary was originally
      designated as an Unrestricted Subsidiary after the date of this Indenture;
      plus

                  (F) 50% of any dividends received by the Company or a
      Restricted Subsidiary of the Company that is a Guarantor after the date of
      this Indenture from an

                                       46


      Unrestricted Subsidiary of the Company, to the extent that such dividends
      were not otherwise included in the Consolidated Net Income of the Company
      for such period; plus

                  (G) $20.0 million.

      (b) So long as no Default has occurred and is continuing or would be
caused thereby, the provisions of Section 4.07(a) hereof shall not prohibit:

            (1) the payment of any dividend or the consummation of any
      irrevocable redemption within 60 days after the date of declaration of the
      dividend or giving of the redemption notice, as the case may be, if at the
      date of declaration or notice, the dividend or redemption payment would
      have complied with the provisions of this Indenture;

            (2) the making of any Restricted Payment in exchange for, or out of
      the net cash proceeds of the substantially concurrent sale (other than to
      a Subsidiary of the Company) of, Equity Interests of the Company (other
      than Disqualified Stock) or from the substantially concurrent contribution
      of common equity capital to the Company; provided that the amount of any
      such net cash proceeds that are utilized for any such Restricted Payment
      shall be excluded from clause (3)(B) of Section 4.07(a) hereof;

            (3) the repurchase, redemption, defeasance or other acquisition or
      retirement for value of Indebtedness of the Company or any Guarantor that
      is contractually subordinated to the Notes or to any Note Guarantee with
      the net cash proceeds from a substantially concurrent incurrence of
      Permitted Refinancing Indebtedness;

            (4) the payment of any dividend (or, in the case of any Person other
      than a corporation, any similar distribution) by a Restricted Subsidiary
      of the Company to the holders of its Equity Interests on a pro rata basis;

            (5) the payment of any dividend by the Company to the holders of its
      Equity Interests in an amount not to exceed $1.0 million in any twelve
      month period;

            (6) the repurchase, redemption or other acquisition or retirement
      for value of any Equity Interests of the Company or any Restricted
      Subsidiary of the Company held by any current or former officer, director
      or employee of the Company or any of its Subsidiaries pursuant to any
      equity subscription agreement, stock option agreement or similar
      agreement; provided that the aggregate price paid for all such
      repurchased, redeemed, acquired or retired Equity Interests may not exceed
      $1.0 million in any twelve-month period (with the first of such twelve
      month periods beginning on the date of this Indenture) with unused amounts
      in any preceding twelve-month period being carried over to the succeeding
      twelve-month periods; provided further, that such amount in any
      twelve-month period may be increased by an amount not to exceed the cash
      proceeds of key man life insurance policies received by the Company or its
      Restricted Subsidiaries after the date of this Indenture;

            (7) the repurchase of Equity Interests deemed to occur upon the
      exercise of stock options to the extent such Equity Interests represent a
      portion of the exercise price of those stock options;

            (8) payments or distributions to dissenting shareholders pursuant to
      applicable law, pursuant to or in connection with a consolidation, merger
      or transfer of assets that complies with

                                       47


      the provisions of this Indenture applicable to mergers, consolidations and
      transfers of all or substantially all of the property and assets of the
      Company;

            (9) the declaration and payment of regularly scheduled or accrued
      dividends to holders of any class or series of Disqualified Stock of the
      Company or any Restricted Subsidiary of the Company issued on or after the
      date of this Indenture in accordance with the Fixed Charge Coverage Ratio
      test described in Section 4.09 hereof; and

            (10) other Restricted Payments, when taken together with all other
      Restricted Payments made pursuant to this clause (10), in an aggregate
      amount not to exceed $5.0 million since the date of this Indenture.

      (c) The amount of all Restricted Payments (other than cash) shall be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The Fair Market Value of any assets or securities that are required to be valued
by this Section 4.07 exceeding $5.0 million shall be determined by the Board of
Directors of the Company whose good faith determination shall be conclusive and
whose resolution with respect thereto shall be delivered to the Trustee. The
Board of Directors' determination must be based upon an opinion or appraisal
issued by an accounting, appraisal or investment banking firm of national
standing if the Fair Market Value exceeds $10.0 million.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

            (1) pay dividends or make any other distributions on its Capital
      Stock to the Company or any of its Restricted Subsidiaries, or with
      respect to any other interest or participation in, or measured by, its
      profits, or pay any indebtedness owed to the Company or any of its
      Restricted Subsidiaries;

            (2) make loans or advances to the Company or any of its Restricted
      Subsidiaries; or

            (3) sell, lease or transfer any of its properties or assets to the
      Company or any of its Restricted Subsidiaries.

      (b) The restrictions in Section 4.08(a) hereof shall not apply to
encumbrances or restrictions existing under or by reason of:

            (1) agreements governing Existing Indebtedness and Credit Facilities
      as in effect on the date of this Indenture and any amendments,
      restatements, modifications, renewals, supplements, refundings,
      replacements or refinancings of those agreements; provided that the
      amendments, restatements, modifications, renewals, supplements,
      refundings, replacements or refinancings are not materially more
      restrictive, taken as a whole, with respect to such dividend and other
      payment restrictions than those contained in those agreements on the date
      of this Indenture, as determined in good faith by the Board of Directors
      of the Company;

            (2) this Indenture, the Notes and the Note Guarantees;

                                       48


            (3) applicable law, rule, regulation or order;

            (4) any instrument governing Indebtedness or Capital Stock of a
      Person acquired by the Company or any of its Restricted Subsidiaries as in
      effect at the time of such acquisition (except to the extent such
      Indebtedness or Capital Stock was incurred in connection with or in
      contemplation of such acquisition), which encumbrance or restriction is
      not applicable to any Person, or the properties or assets of any Person,
      other than the Person, or the property or assets of the Person, so
      acquired; provided that, in the case of Indebtedness, such Indebtedness
      was permitted by the terms of this Indenture to be incurred;

            (5) non-assignment or change in control provisions in contracts and
      licenses entered into in the normal course of business;

            (6) purchase money obligations for property acquired in the normal
      course of business and Capital Lease Obligations that impose restrictions
      on the property purchased or leased of the nature described in clause (3)
      of Section 4.08(a) hereof;

            (7) any restriction imposed under an agreement for the sale or other
      disposition of assets or Equity Interests pending the sale or other
      disposition;

            (8) Permitted Refinancing Indebtedness; provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are not materially more restrictive, taken as a
      whole, than those contained in the agreements governing the Indebtedness
      being refinanced, as determined in good faith by the Board of Directors of
      the Company;

            (9) Liens permitted to be incurred under the provisions of Section
      4.12 hereof that limit the right of the debtor to dispose of the assets
      subject to such Liens;

            (10) provisions limiting the disposition or distribution of assets
      or property in joint venture agreements, asset sale agreements,
      sale-leaseback agreements, stock sale agreements and other similar
      agreements entered into in the normal course of business or with the
      approval of the Company's Board of Directors, which limitation is
      applicable only to the assets that are the subject of such agreements;

            (11) the license of any intellectual property of the Company or any
      of its Restricted Subsidiaries entered into in the normal course of
      business;

            (12) the release, waiver or novation of contractual,
      indemnification, or any other legal rights entered into in the normal
      course of business; and

            (13) restrictions on cash, Cash Equivalents or other deposits or net
      worth imposed by customers under contracts entered into in the normal
      course of business.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur

                                       49


Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed
Charge Coverage Ratio for the Company's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock or such preferred stock is issued, as the case may be, would
have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the Disqualified Stock or the preferred stock
had been issued, as the case may be, at the beginning of such four-quarter
period.

      (b) The provisions of Section 4.09(a) hereof shall not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

            (1) in addition to Debt incurred by the Company pursuant to clauses
      (2) through (14) below, the incurrence by the Company and its Restricted
      Subsidiaries of additional Indebtedness and letters of credit under Credit
      Facilities in an aggregate principal amount at any one time outstanding
      under this clause (1) (with letters of credit being deemed to have a
      principal amount equal to the maximum potential liability of the Company
      and its Restricted Subsidiaries thereunder) not to exceed the sum of (A)
      $375.0 million less the aggregate amount of all Net Proceeds of Asset
      Sales applied by the Company or any of its Restricted Subsidiaries since
      the date of this Indenture to repay any term Indebtedness under a Credit
      Facility or to repay any revolving credit Indebtedness under a Credit
      Facility and effect a corresponding commitment reduction thereunder
      pursuant to Section 4.10 and (B) the amount of the Acquired Borrowing
      Base;

            (2) the incurrence by the Company and its Restricted Subsidiaries of
      the Existing Indebtedness;

            (3) the incurrence by the Company and the Guarantors of Indebtedness
      represented by the Notes and the related Note Guarantees to be issued on
      the date of this Indenture;

            (4) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness represented by Capital Lease Obligations,
      mortgage financings or purchase money obligations, in each case, incurred
      for the purpose of financing all or any part of the purchase price or cost
      of design, construction, installation or improvement of property, plant or
      equipment used in the business of the Company or any of its Restricted
      Subsidiaries, in an aggregate principal amount, including all Permitted
      Refinancing Indebtedness incurred to renew, refund, refinance, replace,
      defease or discharge any Indebtedness incurred pursuant to this clause
      (4), not to exceed $5.0 million outstanding at any time;

            (5) the incurrence by the Company or any of its Restricted
      Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to renew, refund, refinance, replace,
      defease or discharge any Indebtedness (other than intercompany
      Indebtedness) that was permitted by this Indenture to be incurred under
      Section 4.09(a) hereof or clauses (2), (3), (4), (5) or (13) of this
      Section 4.09(b);

            (6) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Wholly-Owned Restricted Subsidiaries; provided, however, that:

                  (A) if the Company or any Guarantor is the obligor on such
      Indebtedness and the payee is not the Company or a Guarantor, such
      Indebtedness must be expressly subordinated

                                       50


      to the prior payment in full in cash of all Obligations then due with
      respect to the Notes, in the case of the Company, or the applicable Note
      Guarantee, in the case of a Guarantor; and

                  (B) (1) any subsequent issuance or transfer of Equity
      Interests that results in any such Indebtedness being held by a Person
      other than the Company or a Wholly-Owned Restricted Subsidiary of the
      Company and (2) any sale or other transfer of any such Indebtedness to a
      Person that is not either the Company or a Wholly-Owned Restricted
      Subsidiary of the Company,

      will be deemed, in each case, to constitute an incurrence of such
      Indebtedness by the Company or such Restricted Subsidiary, as the case may
      be, that was not permitted by this clause (6);

            (7) the issuance by any of the Company's Restricted Subsidiaries to
      the Company or to any of its Wholly-Owned Restricted Subsidiaries of
      shares of preferred stock; provided, however, that:

                  (A) any subsequent issuance or transfer of Equity Interests
      that results in any such preferred stock being held by a Person other than
      the Company or a Wholly-Owned Restricted Subsidiary of the Company; and

                  (B) any sale or other transfer of any such preferred stock to
      a Person that is not either the Company or a Wholly-Owned Restricted
      Subsidiary of the Company,

      will be deemed, in each case, to constitute an issuance of such preferred
      stock by such Restricted Subsidiary that was not permitted by this clause
      (7);

            (8) the incurrence by the Company or any of its Restricted
      Subsidiaries of Hedging Obligations in the normal course of business;

            (9) the guarantee by the Company or any of the Guarantors of
      Indebtedness of the Company or a Restricted Subsidiary of the Company that
      was permitted to be incurred by another provision of this Section 4.09;
      provided that if the Indebtedness being guaranteed is subordinated to or
      pari passu with the Notes, then the Guarantee shall be subordinated or
      pari passu, as applicable, to the Notes, to the same extent as the
      Indebtedness guaranteed;

            (10) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness in respect of performance bonds, bankers'
      acceptances, workers' compensation claims, surety or appeal bonds, payment
      obligations in connection with self-insurance or similar obligations, and
      bank overdrafts in the normal course of business;

            (11) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently drawn against insufficient funds, so long as such
      Indebtedness is repaid within five Business Days;

            (12) Indebtedness of (A) the Company or a Restricted Subsidiary of
      the Company to the extent such Indebtedness was Indebtedness of a Person
      that was merged, consolidated or amalgamated into the Company or such
      Restricted Subsidiary of the Company or (b) a Restricted Subsidiary that
      was incurred and outstanding prior to the date on which such Restricted
      Subsidiary was acquired by the Company or a Restricted Subsidiary of the
      Company, in each case other than Indebtedness incurred in contemplation
      of, or in connection with, the transaction or

                                       51


      series of related transactions pursuant to which such Person was merged,
      consolidated or otherwise acquired by the Company or a Restricted
      Subsidiary of the Company; provided, however, that for any such
      Indebtedness outstanding at any time under this clause (12), after giving
      pro forma effect thereto on the date of such acquisition, merger,
      consolidation or amalgamation, the Company or such Restricted Subsidiary
      would have been able to incur $1.00 of additional Indebtedness pursuant to
      Section 4.09(a) hereof;

            (13) the incurrence by the Company or any Restricted Subsidiary of
      Indebtedness arising from agreements of the Company or any Restricted
      Subsidiary providing for indemnification, adjustment of purchase price,
      "earn out" or similar obligations, in each case, incurred in connection
      with the acquisition or disposition of assets, including shares of Capital
      Stock, in accordance with the terms of this Indenture, provided, that the
      amount of such Indebtedness does not exceed the gross proceeds actually
      received by the Company and its Restricted Subsidiaries in connection with
      any such disposition; and

            (14) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness in an aggregate principal amount
      at any time outstanding, including all Permitted Refinancing Indebtedness
      incurred to renew, refund, refinance, replace, defease or discharge any
      Indebtedness incurred pursuant to this clause (14), not to exceed $50.0
      million.

      The Company shall not incur, and shall not permit any Guarantor to incur,
any Indebtedness (including Permitted Debt) that is contractually subordinated
in right of payment to any other Indebtedness of the Company or such Guarantor
unless such Indebtedness is also contractually subordinated in right of payment
to the Notes and the applicable Note Guarantee on substantially identical terms;
provided, however, that no Indebtedness will be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company solely
by virtue of being unsecured or by virtue of being secured on a first or junior
Lien basis.

      For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (14) above,
or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company
shall be permitted to classify such item of Indebtedness on the date of its
incurrence, or later reclassify all or a portion of such item of Indebtedness,
in any manner that complies with this Section 4.09. Indebtedness under Credit
Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture will initially be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of the
definition of Permitted Debt. The accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, the
reclassification of preferred stock as Indebtedness due to a change in
accounting principles, and the payment of dividends on Disqualified Stock in the
form of additional shares of the same class of Disqualified Stock shall not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock
for purposes of this Section 4.09; provided, in each such case, that the amount
of any such accrual, accretion or payment is included in Fixed Charges of the
Company as accrued. Notwithstanding any other provision of this Section 4.09,
the maximum amount of Indebtedness that the Company or any Restricted Subsidiary
may incur pursuant to this Section 4.09 shall not be deemed to be exceeded
solely as a result of fluctuations in exchange rates or currency values.

      The amount of any Indebtedness outstanding as of any date shall be:

            (1) the accreted value of the Indebtedness, in the case of any
      Indebtedness issued with original issue discount;

                                       52


            (2) the principal amount of the Indebtedness, in the case of any
      other Indebtedness; and

            (3) in respect of Indebtedness of another Person secured by a Lien
      on the assets of the specified Person, the lesser of:

                  (A) the Fair Market Value of such assets at the date of
      determination; and

                  (B) the amount of the Indebtedness of the other Person.

      Notwithstanding the foregoing, (i) all Indebtedness of the Company
outstanding on the date of this Indenture shall be permitted and (ii) the
Company shall be permitted to issue shares of Company common stock.

Section 4.10 Asset Sales.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

            (1) the Company (or the Restricted Subsidiary, as the case may be)
      receives consideration at the time of the Asset Sale at least equal to the
      Fair Market Value of the assets or Equity Interests issued or sold or
      otherwise disposed of; and

            (2) at least 75% of the consideration received in the Asset Sale by
      the Company or such Restricted Subsidiary is in the form of cash or Cash
      Equivalents. For purposes of this Section 4.10(a)(2) (and not for purposes
      of determining the Net Proceeds received from the Asset Sale), each of the
      following shall be deemed to be cash:

                  (A) any liabilities, as shown on the Company's most recent
      consolidated balance sheet, of the Company or any Restricted Subsidiary
      (other than contingent liabilities and liabilities that are by their terms
      subordinated to the Notes or any Note Guarantee) that are assumed by the
      transferee of any such assets pursuant to a written novation agreement
      that releases the Company or such Restricted Subsidiary from further
      liability;

                  (B) any securities, notes or other obligations received by the
      Company or any such Restricted Subsidiary from such transferee that are
      within 180 days of the receipt thereof converted by the Company or such
      Restricted Subsidiary into cash, to the extent of the cash received in
      that conversion;

                  (C) any stock or assets of the kind referred to in clauses (2)
      or (4) of the next paragraph of this Section 4.10; and

                  (D) any Designated Noncash Consideration received by the
      Company or any of its Restricted Subsidiaries in such Asset Sale having a
      Fair Market Value, taken together with all other Designated Noncash
      Consideration received pursuant to this clause (d) that is at that time
      outstanding, not to exceed 7.5% of Consolidated Net Tangible Assets at the
      time of receipt of such Designated Noncash Consideration (with the Fair
      Market Value of each item of Designated Noncash Consideration being
      measured at the time received and without giving effect to subsequent
      changes in value).

                                       53


      (b) Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company (or the applicable Restricted Subsidiary, as the case may be)
may apply such Net Proceeds:

            (1) to repay Indebtedness and other Obligations under a Credit
      Facility and, if the Indebtedness repaid is revolving credit Indebtedness,
      to correspondingly reduce commitments with respect thereto;

            (2) to acquire Business Assets or all or substantially all of the
      assets of, or any Capital Stock of, another Permitted Business, if, after
      giving effect to any such acquisition of Business Assets or Capital Stock,
      the Business Assets will be held by, or the Permitted Business is or
      becomes, a Restricted Subsidiary of the Company;

            (3) to make a capital expenditure; or

            (4) to acquire other assets that are not classified as current
      assets under GAAP and that are used or useful in a Permitted Business;

      provided, however that if, during such 365-day period, the Company and/or
      any of its Restricted Subsidiaries enters into a binding written contract
      with a Person other than an Affiliate of the Company to apply such amount
      pursuant to clauses (2) or (3) above, then such 365-day period shall be
      extended until the earlier of (a) the date on which such acquisition or
      expenditure is consummated, and (b) the 180th day following the expiration
      of the aforementioned 365-day period.

      (c) Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

      (d) Any Net Proceeds from Asset Sales that are not applied or invested as
provided in Section 4.10(b) shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, within twenty days
thereof, the Company shall make an Asset Sale Offer to all Holders of Notes and
all Holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer shall be equal to 100% of the principal amount plus accrued and unpaid
interest to the date of purchase, and shall be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

      (e) The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section 3.10 hereof or this Section 4.10, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the provisions of Section 3.10 hereof or this
Section 4.10 by virtue of such compliance.

                                       54


Section 4.11 Transactions with Affiliates.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each an "Affiliate Transaction"), unless:

            (1) the Affiliate Transaction is on terms that are no less favorable
      to the Company or the relevant Restricted Subsidiary than those that would
      have been obtained in a comparable transaction by the Company or such
      Restricted Subsidiary with an unrelated Person; and

            (2) the Company delivers to the Trustee:

                  (A) with respect to any Affiliate Transaction or series of
      related Affiliate Transactions involving aggregate consideration in excess
      of $5.0 million, a resolution of the Board of Directors of the Company set
      forth in an Officers' Certificate certifying that such Affiliate
      Transaction complies with clause (1) of this Section 4.11(a) and that such
      Affiliate Transaction has been approved by a majority of the disinterested
      members of the Board of Directors of the Company; and

                  (B) with respect to any Affiliate Transaction or series of
      related Affiliate Transactions involving aggregate consideration in excess
      of $10.0 million, an opinion as to the fairness to the Company or such
      Subsidiary of such Affiliate Transaction from a financial point of view
      issued by an accounting, appraisal or investment banking firm of national
      standing.

      (b) The following items shall be deemed not to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of Section 4.11(a)
hereof:

            (1) any employment, compensation, benefit or indemnification
      agreement or arrangement (and any payments or other transactions pursuant
      thereto) entered into by the Company or any of its Restricted Subsidiaries
      in the normal course of business with an officer, employee, consultant or
      director and any transactions pursuant to stock option plans, stock
      ownership plans and employee benefit plans or arrangements;

            (2) transactions between or among the Company and/or its Restricted
      Subsidiaries;

            (3) transactions with a Person (other than an Unrestricted
      Subsidiary of the Company) that is an Affiliate of the Company solely
      because the Company owns, directly or through a Restricted Subsidiary, an
      Equity Interest in, or controls, such Person;

            (4) payment of reasonable directors' fees to Persons who are not
      otherwise Affiliates of the Company;

            (5) any issuance of common stock (other than Disqualified Stock) of
      the Company to Affiliates of the Company;

            (6) any agreement of the Company or any Affiliate as in effect as of
      the date of this Indenture and described in the Offering Circular or any
      amendment thereto or any replacement agreement, or any transaction
      pursuant to or contemplated by any such agreement, amendment or
      replacement, so long as any such amendment or replacement agreement, taken
      as a whole, is not

                                       55


      more disadvantageous to the Company or the Holders of the Notes in any
      material respect than the original agreement as in effect on the date of
      this Indenture;

            (7) Restricted Payments that do not violate Section 4.07 hereof; and

            (8) loans or advances to officers, employees, consultants or
      directors not to exceed $2.0 million in the aggregate at any one time
      outstanding.

Section 4.12 Liens.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind on any asset now owned or hereafter acquired, except
Permitted Liens.

Section 4.13 Business Activities.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

Section 4.14 Corporate Existence.

      Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:

            (1) its corporate existence, and the corporate, partnership or other
      existence of each of its Subsidiaries, in accordance with the respective
      organizational documents (as the same may be amended from time to time) of
      the Company or any such Subsidiary; and

            (2) the rights (charter and statutory), licenses and franchises of
      the Company and its Subsidiaries; provided, however, that the Company
      shall not be required to preserve any such right, license or franchise, or
      the corporate, partnership or other existence of any of its Subsidiaries,
      if the Board of Directors shall determine that the preservation thereof is
      no longer desirable in the conduct of the business of the Company and its
      Subsidiaries, taken as a whole, and that the loss thereof is not adverse
      in any material respect to the Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

      (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000) of that Holder's Notes at a
purchase price in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest, if any, on the Notes repurchased
to the date of purchase, subject to the rights of Holders on the relevant record
date to receive interest due on the relevant interest payment date (the "Change
of Control Payment"). Within 30 days following any Change of Control, the
Company shall mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and stating:

            (1) that the Change of Control Offer is being made pursuant to this
      Section 4.15 and that all Notes tendered will be accepted for payment;

                                       56


            (2) the purchase price and the purchase date, which shall be no
      earlier than 30 days and no later than 60 days from the date such notice
      is mailed (the "Change of Control Payment Date");

            (3) that any Note not tendered will continue to accrue interest;

            (4) that, unless the Company defaults in the payment of the Change
      of Control Payment, all Notes accepted for payment pursuant to the Change
      of Control Offer will cease to accrue interest after the Change of Control
      Payment Date;

            (5) that Holders electing to have any Notes purchased pursuant to a
      Change of Control Offer will be required to surrender the Notes, with the
      form entitled "Option of Holder to Elect Purchase" attached to the Notes
      completed, or transfer by book-entry transfer, to the Paying Agent at the
      address specified in the notice prior to the close of business on the
      third Business Day preceding the Change of Control Payment Date;

            (6) that Holders will be entitled to withdraw their election if the
      Paying Agent receives, not later than the close of business on the second
      Business Day preceding the Change of Control Payment Date, a telegram,
      telex, facsimile transmission or letter setting forth the name of the
      Holder, the principal amount of Notes delivered for purchase, and a
      statement that such Holder is withdrawing his election to have the Notes
      purchased; and

            (7) that Holders whose Notes are being purchased only in part will
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered, which unpurchased portion must be equal to
      $2,000 in principal amount or an integral multiple of $1,000.

      The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.10 or 4.15 hereof, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under Section 3.10 hereof or this Section 4.15 by
virtue of such compliance.

      (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful:

            (1) accept for payment all Notes or portions of Notes properly
      tendered pursuant to the Change of Control Offer;

            (2) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Notes or portions of Notes properly
      tendered; and

            (3) deliver or cause to be delivered to the Trustee the Notes
      properly accepted together with an Officers' Certificate stating the
      aggregate principal amount of Notes or portions of Notes being purchased
      by the Company.

      The Paying Agent shall promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased

                                       57


portion of the Notes surrendered, if any. The Company shall publicly announce
the results of the Change of Control Offer on or as soon as practicable after
the Change of Control Payment Date.

      (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.15 and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer, or (2) notice of redemption has been given pursuant
to Section 3.07 hereof, unless and until there is a default in payment of the
applicable redemption price.

Section 4.16 Limitation on Sale and Leaseback Transactions.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if:

            (1) the Company or that Restricted Subsidiary, as applicable, could
      have (a) incurred Indebtedness in an amount equal to the Attributable Debt
      relating to such sale and leaseback transaction under the Fixed Charge
      Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to
      secure such Indebtedness pursuant to the provisions of Section 4.12
      hereof;

            (2) the gross cash proceeds of that sale and leaseback transaction
      are at least equal to the Fair Market Value, as determined in good faith
      by the Board of Directors of the Company and set forth in an Officers'
      Certificate delivered to the Trustee, of the property that is the subject
      of that sale and leaseback transaction; and

            (3) the transfer of assets in that sale and leaseback transaction is
      permitted by, and the Company applies the proceeds of such transaction in
      compliance with, Section 4.10 hereof.

Section 4.17 Payments for Consent.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.18 Additional Note Guarantees.

      If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary that is not an Immaterial Subsidiary after the date
of this Indenture or a Foreign Subsidiary guarantees any domestic Debt of the
Company then that newly acquired or created Domestic Subsidiary or such Foreign
Subsidiary, as applicable, shall become a Guarantor and execute a Supplemental
Indenture and deliver an Opinion of Counsel satisfactory to the Trustee within
30 days of the date on which it was acquired or created; provided that any
Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a
Guarantor until such time as it ceases to be an Immaterial Subsidiary.

                                       58


Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.

      The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary designated as
an Unrestricted Subsidiary shall be deemed to be an Investment made as of the
time of the designation and shall reduce the amount available for Restricted
Payments under Section 4.07 hereof or under one or more clauses of the
definition of Permitted Investments, as determined by the Company. That
designation shall only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors of the Company may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.

      Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of a resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence
following such designation.

                                   ARTICLE 5
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

      The Company shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:

            (1) either: (a) the Company is the surviving corporation; or (b) the
      Person formed by or surviving any such consolidation or merger (if other
      than the Company) or to which such sale, assignment, transfer, conveyance
      or other disposition has been made is a corporation organized or existing
      under the laws of the United States, any state of the United States or the
      District of Columbia;

            (2) the Person formed by or surviving any such consolidation or
      merger (if other than the Company) or the Person to which such sale,
      assignment, transfer, conveyance or other disposition has been made
      assumes all the obligations of the Company under the Notes, this Indenture
      and pursuant to agreements reasonably satisfactory to the Trustee;

                                       59


            (3) immediately after such transaction, no Default or Event of
      Default exists; and

            (4) the Company or the Person formed by or surviving any such
      consolidation or merger (if other than the Company), or to which such
      sale, assignment, transfer, conveyance or other disposition has been made
      would, on the date of such transaction after giving pro forma effect
      thereto and any related financing transactions as if the same had occurred
      at the beginning of the applicable four-quarter period, be permitted to
      incur at least $1.00 of additional Indebtedness pursuant to the Fixed
      Charge Coverage Ratio test set forth in Section 4.09(a).

      This Section 5.01 shall not apply to:

            (1) a merger of the Company with an Affiliate solely for the purpose
      of reincorporating the Company in another jurisdiction; or

            (2) any consolidation or merger, or any sale, assignment, transfer,
      conveyance, lease or other disposition of assets between or among the
      Company and its Restricted Subsidiaries.

Section 5.02 Successor Corporation Substituted.

      Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Company in a transaction that is subject to, and
that complies with the provisions of, Section 5.01 hereof, the successor Person
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition, the provisions of this Indenture referring to the "Company"
shall refer instead to the successor Person and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company's assets in a transaction that is subject to,
and that complies with the provisions of, Section 5.01 hereof.

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

      Each of the following is an "Event of Default":

            (1) default for 30 days in the payment when due of interest on (or
      Special Interest, if any, on) the Notes;

            (2) default in the payment when due (at maturity, upon redemption or
      otherwise) of the principal of, or premium, if any, on, the Notes;

            (3) failure by the Company or any of its Restricted Subsidiaries to
      comply with the provisions of Sections 4.07, 4.09, 4.10, 4.15 or 5.01
      hereof;

            (4) failure by the Company or any of its Restricted Subsidiaries for
      60 days after notice to the Company by the Trustee or the Holders of at
      least 25% in aggregate principal

                                       60


      amount of the Notes then outstanding voting as a single class to comply
      with any of the other agreements in this Indenture;

            (5) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company or any of its Restricted
      Subsidiaries (or the payment of which is guaranteed by the Company or any
      of its Restricted Subsidiaries), whether such Indebtedness or Guarantee
      now exists, or is created after the date of this Indenture, if that
      default:

                  (A) is caused by a failure to pay principal of, or interest or
            premium, if any, on, such Indebtedness prior to the expiration of
            the grace period provided in such Indebtedness on the date of such
            default (a "Payment Default"); or

                  (B) results in the acceleration of such Indebtedness prior to
            its express maturity,

            and, in each case, the principal amount of any such Indebtedness,
            together with the principal amount of any other such Indebtedness
            under which there has been a Payment Default or the maturity of
            which has been so accelerated, aggregates $10.0 million or more;

            (6) failure by the Company or any of its Restricted Subsidiaries to
      pay final judgments entered by a court or courts of competent jurisdiction
      aggregating in excess of $15.0 million, which judgments are not paid,
      discharged or stayed for a period of 60 days;

            (7) the Company or any of its Restricted Subsidiaries that is a
      Significant Subsidiary or any group of Restricted Subsidiaries of the
      Company that, taken together, would constitute a Significant Subsidiary
      pursuant to or within the meaning of Bankruptcy Law:

                  (A) commences a voluntary case,

                  (B) consents to the entry of an order for relief against it in
            an involuntary case,

                  (C) consents to the appointment of a custodian of it or for
            all or substantially all of its property,

                  (D) makes a general assignment for the benefit of its
            creditors, or

                  (E) generally is not paying its debts as they become due;

            (8) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (A) is for relief against the Company or any of its Restricted
            Subsidiaries that is a Significant Subsidiary or any group of
            Restricted Subsidiaries of the Company that, taken together, would
            constitute a Significant Subsidiary in an involuntary case;

                  (B) appoints a custodian of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries of the Company that, taken
            together, would constitute a Significant Subsidiary or for all or
            substantially

                                       61


            all of the property of the Company or any of its Restricted
            Subsidiaries that is a Significant Subsidiary or any group of
            Restricted Subsidiaries of the Company that, taken together, would
            constitute a Significant Subsidiary; or

                  (C) orders the liquidation of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries of the Company that, taken
            together, would constitute a Significant Subsidiary;

            and the order or decree remains unstayed and in effect for 60
            consecutive days; or

            (9) except as permitted by this Indenture, any Note Guarantee is
      held in any judicial proceeding to be unenforceable or invalid or ceases
      for any reason to be in full force and effect, or any Guarantor, or any
      Person acting on behalf of any Guarantor, denies or disaffirms its
      obligations under its Note Guarantee.

Section 6.02 Acceleration.

      In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of
the Company that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.

      Upon any such declaration, the Notes shall become due and payable
immediately.

      The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration and its consequences, if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest, premium or Special Interest, if any,
that has become due solely because of the acceleration) have been cured or
waived.

Section 6.03 Other Remedies.

      If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and Special
Interest, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

      The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

      Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the interest or premium or Special Interest, if any, on, or principal
of, the Notes (including in

                                       62


connection with an offer to purchase); provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that
resulted from such acceleration. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

      Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

      A Holder may pursue a remedy with respect to this Indenture or the Notes
only if:

            (1) such Holder gives to the Trustee written notice that an Event of
      Default is continuing;

            (2) Holders of at least 25% in aggregate principal amount of the
      then outstanding Notes make a written request to the Trustee to pursue the
      remedy;

            (3) such Holder or Holders offer and, if requested, provide to the
      Trustee security or indemnity reasonably satisfactory to the Trustee
      against any loss, liability or expense;

            (4) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of security or indemnity; and

            (5) during such 60-day period, Holders of a majority in aggregate
      principal amount of the then outstanding Notes do not give the Trustee a
      direction inconsistent with such request.

      A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note, it being understood and intended that no one or more of such
Holders will have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb, or prejudice the rights
of any other of such Holders (it being understood that the Trustee does not have
an affirmative duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders).

Section 6.07 Rights of Holders of Notes to Receive Payment.

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Special Interest,
if any, and interest on the Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

                                       63


Section 6.08 Collection Suit by Trustee.

      If an Event of Default specified in Section 6.01(1) or (2) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium and Special Interest, if any, and interest remaining
unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

      The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

      If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:

            First: to the Trustee, its agents and attorneys for amounts due
      under Section 7.07 hereof, including payment of all compensation, expenses
      and liabilities incurred, and all advances made, by the Trustee and the
      costs and expenses of collection;

            Second: to Holders of Notes for amounts due and unpaid on the Notes
      for principal, premium and Special Interest, if any, and interest,
      ratably, without preference or priority of any kind, according to the
      amounts due and payable on the Notes for principal, premium, if any and
      interest, respectively; and

            Third: to the Company or to such party as a court of competent
      jurisdiction shall direct.

      The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

                                       64


Section 6.11 Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
aggregate principal amount of the then outstanding Notes.

                                   ARTICLE 7
                                    TRUSTEE

Section 7.01 Duties of Trustee.

      (a) If an Event of Default has occurred and is continuing, the Trustee
will exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

      (b) Except during the continuance of an Event of Default:

            (1) the duties of the Trustee will be determined solely by the
      express provisions of this Indenture and the Trustee need perform only
      those duties that are specifically set forth in this Indenture and no
      others, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, in the case of certificates or opinions specifically required by
      any provision to be furnished to it, the Trustee will examine the
      certificates and opinions to determine whether or not they conform to the
      requirements of this Indenture (but need not confirm or investigate the
      accuracy of mathematical calculations or other facts stated therein).

      (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

            (1) this paragraph does not limit the effect of paragraph (b) of
      this Section 7.01;

            (2) the Trustee will not be liable for any error of judgment made in
      good faith by a Responsible Officer, unless it is proved that the Trustee
      was negligent in ascertaining the pertinent facts; and

            (3) the Trustee will not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05 hereof.

      (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section 7.01.

                                       65


      (e) No provision of this Indenture will require the Trustee to expend or
risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request or direction of any Holders, unless such Holders have offered to the
Trustee security or indemnity satisfactory to it against any loss, liability or
expense.

      (f) The Trustee will not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02 Rights of Trustee.

      (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

      (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

      (c) The Trustee may act through its attorneys and agents and will not be
responsible for the misconduct or negligence of any agent appointed with due
care.

      (d) The Trustee will not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

      (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company will be sufficient if signed by an
Officer of the Company.

      (f) The Trustee will be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders have offered to the Trustee indemnity or
security reasonably satisfactory to it against the losses, liabilities and
expenses that might be incurred by it in compliance with such request or
direction.

      (g) In no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

      (h) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

      (i) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

                                       66


      (j) Delivery of reports, information and documents to the Trustee under
Section 4.03 is for informational purposes only and the Trustee's receipt of the
foregoing shall not constitute constructive notice of any information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely on Officers' Certificates).

      (k) The Trustee may request that the Company or any Guarantor deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

Section 7.03 Individual Rights of Trustee.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee (if this Indenture has been qualified under the TIA) or
resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

      The Trustee will not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

      If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or Special
Interest, if any, or interest on, any Note, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

      (a) Within 60 days after each June 15 beginning with the June 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee will mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also will comply
with TIA Section 313(b)(2). The Trustee will also transmit by mail all reports
as required by TIA Section 313(c).

      (b) A copy of each report at the time of its mailing to the Holders of
Notes will be mailed by the Trustee to the Company and filed by the Trustee with
the SEC and each stock exchange on which the

                                       67


Notes are listed in accordance with TIA Section 313(d). The Company will
promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

      (a) The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses will
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel. The Trustee will notify the Company and negotiate in good
faith with the Company regarding such reasonable compensation and expenses.

      (b) The Company and the Guarantors, jointly and severally, will indemnify
the Trustee against any and all losses, liabilities, claims, damages or expenses
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company and the Guarantors
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company, the Guarantors, any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense
determined to have been caused by its own negligence or willful misconduct. The
Trustee will notify the Company promptly of any claim of which a Responsible
Officer has received written notice for which it may seek indemnity. Failure by
the Trustee to so notify the Company will not relieve the Company or any of the
Guarantors of their obligations hereunder. The Company or such Guarantor will
defend the claim and the Trustee will cooperate in the defense. The Trustee may
have separate counsel and the Company will pay the reasonable fees and expenses
of such counsel. Neither the Company nor any Guarantor need pay for any
settlement made without its consent, which consent will not be unreasonably
withheld.

      (c) The obligations of the Company and the Guarantors under this Section
7.07 will survive the satisfaction and discharge of this Indenture.

      (d) To secure the Company's and the Guarantors' payment obligations in
this Section 7.07, the Trustee will have a Lien prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such Lien will survive the
satisfaction and discharge of this Indenture.

      (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

      (f) The Trustee will comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

Section 7.08 Replacement of Trustee.

      (a) A resignation or removal of the Trustee and appointment of a successor
Trustee will become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

      (b) The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in aggregate principal amount of the

                                       68


then outstanding Notes may remove the Trustee by so notifying the Trustee and
the Company in writing. The Company may remove the Trustee if:

            (1) the Trustee fails to comply with Section 7.10 hereof;

            (2) the Trustee is adjudged a bankrupt or an insolvent or an order
      for relief is entered with respect to the Trustee under any Bankruptcy
      Law;

            (3) a custodian or public officer takes charge of the Trustee or its
      property; or

            (4) the Trustee becomes incapable of acting.

      (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in aggregate principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

      (d) If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in aggregate principal amount of the then
outstanding Notes may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee.

      (e) If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

      (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee; provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

      If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

      There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.

      This Indenture will always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA
Section 310(b).

                                       69


Section 7.11 Preferential Collection of Claims Against Company.

      The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

      The Company may at any time, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Note Guarantees and
this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which will survive until otherwise terminated or discharged
hereunder:

            (1) the rights of Holders of outstanding Notes to receive payments
      in respect of the principal of, or interest or premium or Special
      Interest, if any, on, such Notes when such payments are due from the trust
      referred to in Section 8.04 hereof;

            (2) the Company's obligations with respect to such Notes under
      Article 2 and Section 4.02 hereof;

            (3) the rights, powers, trusts, duties and immunities of the Trustee
      hereunder and the Company's and the Guarantors' obligations in connection
      therewith; and

            (4) this Article 8.

      Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and
4.19 hereof and clause (4) of

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Section 5.01 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes will thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but will continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes will not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes and Note Guarantees, the Company and the
Guarantors may omit to comply with and will have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply will not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes and Note
Guarantees will be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(3) through 6.01(5) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

      In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

            (1) the Company must irrevocably deposit, or cause to be deposited,
      with the Trustee, in trust, for the benefit of the Holders, cash in U.S.
      dollars, non-callable Government Securities, or a combination thereof, in
      such amounts as will be sufficient, in the opinion of a nationally
      recognized investment bank, appraisal firm, or firm of independent public
      accountants, to pay the principal of, or interest and premium and Special
      Interest, if any, on, the outstanding Notes on the stated date for payment
      thereof or on the applicable redemption date, as the case may be, and the
      Company must specify whether the Notes are being defeased to such stated
      date for payment or to a particular redemption date;

            (2) in the case of an election under Section 8.02 hereof, the
      Company must deliver to the Trustee an Opinion of Counsel reasonably
      acceptable to the Trustee confirming that:

                  (A) the Company has received from, or there has been published
            by, the Internal Revenue Service a ruling; or

                  (B) since the date of this Indenture, there has been a change
            in the applicable federal income tax law,

            in either case to the effect that, and based thereon such Opinion of
            Counsel shall confirm that, the Holders of the outstanding Notes
            will not recognize income, gain or loss for federal income tax
            purposes as a result of such Legal Defeasance and will be subject to
            federal income tax on the same amounts, in the same manner and at
            the same times as would have been the case if such Legal Defeasance
            had not occurred;

            (3) in the case of an election under Section 8.03 hereof, the
      Company must deliver to the Trustee an Opinion of Counsel reasonably
      acceptable to the Trustee confirming that the Holders of the outstanding
      Notes will not recognize income, gain or loss for U.S. federal income tax
      purposes as a result of such Covenant Defeasance and will be subject to
      federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such Covenant Defeasance had not
      occurred;

                                       71


            (4) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit (other than a Default or Event of
      Default resulting from the borrowing of funds to be applied to such
      deposit) and the deposit will not result in a breach or violation of, or
      constitute a default under, any other instrument to which the Company or
      any Guarantor is a party or by which the Company or any Guarantor is
      bound;

            (5) such Legal Defeasance or Covenant Defeasance will not result in
      a breach or violation of, or constitute a default under, any material
      agreement or instrument (other than this Indenture) to which the Company
      or any of its Subsidiaries is a party or by which the Company or any of
      its Subsidiaries is bound;

            (6) the Company must deliver to the Trustee an Officers' Certificate
      stating that the deposit was not made by the Company with the intent of
      preferring the Holders of Notes over the other creditors of the Company
      with the intent of defeating, hindering, delaying or defrauding any
      creditors of the Company or others; and

            (7) the Company must deliver to the Trustee an Officers' Certificate
      and an Opinion of Counsel, each stating that all conditions precedent
      relating to the Legal Defeasance or the Covenant Defeasance have been
      complied with.

Section 8.05   Deposited Money and Government Securities to be Held in Trust;
               Other Miscellaneous Provisions.

      Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Special Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

      The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

      Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under
Section 8.04(1) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.06 Repayment to Company.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium or Special
Interest, if any, or interest on, any Note and remaining unclaimed for two years
after such principal, premium, if any, or interest has become due and payable
shall be paid to the Company on its request or (if then held by the Company)
will be discharged

                                       72


from such trust; and the Holder of such Note will thereafter be permitted to
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, will thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which will not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

      If the Trustee or Paying Agent is unable to apply any U.S. dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium or
Special Interest, if any, or interest on, any Note following the reinstatement
of its obligations, the Company will be subrogated to the rights of the Holders
of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.

                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

      Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
or the Note Guarantees without the consent of any Holder:

            (1) to cure any ambiguity, defect or inconsistency, as determined in
      good faith by the Board of Directors of the Company;

            (2) to provide for uncertificated Notes in addition to or in place
      of certificated Notes;

            (3) to provide for the assumption of the Company's or a Guarantor's
      obligations to the Holders of the Notes and Note Guarantees by a successor
      to the Company or such Guarantor pursuant to Article 5 or Article 10
      hereof;

            (4) to make any change that would provide any additional rights or
      benefits to the Holders of the Notes or that does not adversely affect the
      legal rights hereunder of any Holder;

            (5) to comply with requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the TIA;

            (6) to conform the text of this Indenture, the Notes or the Note
      Guarantees to any provision of the "Description of Notes" section of the
      Offering Circular, relating to the initial offering of the Notes, to the
      extent that such provision in that "Description of Notes" was intended to
      be a verbatim recitation of a provision of this Indenture, the Note
      Guarantees or the Notes;

                                       73


            (7) to provide for the issuance of Additional Notes in accordance
      with the limitations set forth in this Indenture; or

            (8) to allow any Guarantor to execute a supplemental indenture
      and/or a Note Guarantee with respect to the Notes.

      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

      Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.10, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes (including, without limitation, Additional Notes and
Exchange Notes, if any) voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest on, the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture or the Notes or the Note
Guarantees may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes (including, without
limitation, Additional Notes and Exchange Notes, if any) voting as a single
class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes). Section 2.08
hereof shall determine which Notes are considered to be "outstanding" for
purposes of this Section 9.02.

      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee will
join with the Company and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental indenture.

      It is not necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it is sufficient if such consent approves the
substance thereof.

      After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, will not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes or the Note Guarantees. However,

                                       74


without the consent of each Holder affected, an amendment, supplement or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

            (1) reduce the principal amount of Notes whose Holders must consent
      to an amendment, supplement or waiver;

            (2) reduce the principal of or change the fixed maturity of any Note
      or alter or waive any of the provisions with respect to the redemption of
      the Notes (except as provided above with respect to Sections 3.10, 4.10
      and 4.15 hereof);

            (3) reduce the rate of or change the time for payment of interest,
      including default interest, on any Note;

            (4) waive a Default or Event of Default in the payment of principal
      of, or premium, if any, or interest on, the Notes (except a rescission of
      acceleration of the Notes by the Holders of at least a majority in
      aggregate principal amount of the then outstanding Notes and a waiver of
      the payment default that resulted from such acceleration);

            (5) make any Note payable in money other than that stated in the
      Notes;

            (6) make any change in the provisions of this Indenture relating to
      waivers of past Defaults or the rights of Holders of Notes to receive
      payments of principal of, or interest or premium, if any, on, the Notes;

            (7) waive a redemption payment with respect to any Note (other than
      a payment required by Sections 3.10, 4.10 or 4.15 hereof);

            (8) release any Guarantor from any of its obligations under its Note
      Guarantee or this Indenture, except in accordance with the terms of this
      Indenture; or

            (9) make any change in the preceding amendment and waiver
      provisions.

Section 9.03 Compliance with Trust Indenture Act.

      Every amendment or supplement to this Indenture or the Notes will be set
forth in a amended or supplemental indenture that complies with the TIA as then
in effect.

Section 9.04 Revocation and Effect of Consents.

      Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

      The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee

                                       75


shall, upon receipt of an Authentication Order, authenticate new Notes that
reflect the amendment, supplement or waiver.

      Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

      The Trustee will sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amended or supplemental indenture until the Board of Directors
of the Company approves it. In executing any amended or supplemental indenture,
the Trustee will be provided with and (subject to Section 7.01 hereof) will be
fully protected in relying upon, in addition to the documents required by
Section 12.04 hereof, an Officers' Certificate and an Opinion of Counsel stating
that the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                   ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01. Guarantee.

      (a) Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:

            (1) the principal of, premium and Special Interest, if any, and
      interest on, the Notes will be promptly paid in full when due, whether at
      maturity, by acceleration, redemption or otherwise, and interest on the
      overdue principal of and interest on the Notes, if any, if lawful, and all
      other obligations of the Company to the Holders or the Trustee hereunder
      or thereunder will be promptly paid in full or performed, all in
      accordance with the terms hereof and thereof; and

            (2) in case of any extension of time of payment or renewal of any
      Notes or any of such other obligations, that same will be promptly paid in
      full when due or performed in accordance with the terms of the extension
      or renewal, whether at stated maturity, by acceleration or otherwise.

      Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

      (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this

                                       76


Note Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture.

      (c) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

      (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantee.

Section 10.02. Limitation on Guarantor Liability.

      Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 10, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03. Execution and Delivery of Note Guarantee.

      To evidence its Note Guarantee set forth in Section 10.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.

      Each Guarantor hereby agrees that its Note Guarantee set forth in Section
10.01 hereof will remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

      If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

      The delivery of any Note by the Trustee, after the authentication thereof
hereunder, will constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

                                       77


      In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if
required by Section 4.19 hereof, the Company will cause such Domestic Subsidiary
to comply with the provisions of Section 4.19 hereof and this Article 10, to the
extent applicable.

Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.

      Except as otherwise provided in Section 10.05 hereof, no Guarantor may
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:

            (1) immediately after giving effect to such transaction, no Default
      or Event of Default exists; and

            (2) either:

                  (a) the Person surviving any such consolidation or merger is
      the Guarantor;

                  (b) subject to Section 10.05 hereof, the Person acquiring the
      assets in any such sale or disposition or the Person formed by or
      surviving any such consolidation or merger (if other than the Guarantor)
      assumes all the obligations of that Guarantor under this Indenture and its
      Note Guarantee on the terms set forth herein or therein, pursuant to a
      supplemental indenture reasonably satisfactory to the Trustee; or

                  (c) the Net Proceeds of such sale or other disposition of
      assets are applied in accordance with the applicable provisions of this
      Indenture, including without limitation, Section 4.10 hereof.

      In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

      Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 10.05. Releases.

      (a) In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) the Company or a Restricted Subsidiary of the
Company, then such Guarantor (in the

                                       78


event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the Capital Stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Note Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee will execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee.

      (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released and
relieved of any obligations under its Note Guarantee.

      (c) Upon Legal Defeasance in accordance with Article 8 hereof or
satisfaction and discharge of this Indenture in accordance with Article 11
hereof, each Guarantor will be released and relieved of any obligations under
its Note Guarantee.

      Any Guarantor not released from its obligations under its Note Guarantee
as provided in this Section 10.05 will remain liable for the full amount of
principal of and interest, premium and Special Interest, if any, on the Notes
and for the other obligations of any Guarantor under this Indenture as provided
in this Article 10.

                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

      This Indenture will be discharged and will cease to be of further effect
as to all Notes issued hereunder, when:

            (1) either:

                  (a) all Notes that have been authenticated, except lost,
      stolen or destroyed Notes that have been replaced or paid and Notes for
      whose payment money has theretofore been deposited in trust and thereafter
      repaid to the Company, have been delivered to the Trustee for
      cancellation; or

                  (b) all Notes that have not been delivered to the Trustee for
      cancellation have become due and payable by reason of the mailing of a
      notice of redemption or otherwise or will become due and payable at their
      maturity within one year and the Company or any Guarantor has irrevocably
      deposited or caused to be deposited with the Trustee as trust funds in
      trust solely for the benefit of the Holders, cash in U.S. dollars,
      non-callable Government Securities, or a combination thereof, in such
      amounts as will be sufficient, without consideration of any reinvestment
      of interest, to pay and discharge the entire Indebtedness on the Notes not
      delivered to the Trustee for cancellation for principal, premium, if any,
      and accrued interest to the date of maturity or redemption;

            (2) no Default or Event of Default has occurred and is continuing on
      the date of such deposit (other than a Default or Event of Default
      resulting from the borrowing of funds to be

                                       79


      applied to such deposit) and the deposit will not result in a breach or
      violation of, or constitute a default under, any other instrument to which
      the Company or any Guarantor is a party or by which the Company or any
      Guarantor is bound;

            (3) the Company or any Guarantor has paid or caused to be paid all
      sums payable by it under this Indenture; and

            (4) the Company has delivered irrevocable instructions to the
      Trustee under this Indenture to apply the deposited money toward the
      payment of the Notes at maturity or on the redemption date, as the case
      may be.

      In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

      Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will
survive. In addition, nothing in this Section 11.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

      Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Special Interest, if any)
and interest for whose payment such money has been deposited with the Trustee;
but such money need not be segregated from other funds except to the extent
required by law.

      If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 hereof by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01 hereof; provided that if the Company has made any payment of
principal of, premium or Special Interest, if any, or interest on, any Notes
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties will control.

                                       80


Section 12.02 Notices.

      Any notice, request or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or by
first class mail (registered or certified, return receipt requested), facsimile
transmission or overnight air courier guaranteeing next day delivery, to the
others' address:

      If to the Company and/or any Guarantor:

      Titan International, Inc.
      2701 Spruce Street
      Quincy, IL 62301
      Facsimile No.: (217) 228-6042
      Attention: Treasurer

      Titan International, Inc.
      2701 Spruce Street
      Quincy, IL 62301
      Facsimile No.: (217) 228-3040
      Attention: General Counsel

      with a copy to:

      Bodman LLP
      6th Floor at Ford Field
      1901 St. Antoine Street
      Detroit, Michigan 48226
      Facsimile No.: (313) 393-7579
      Attention: Barbara A. Bowman

      If to the Trustee:
      U.S. Bank National Association
      Corporate Trust Services
      10 West Market Street
      Suite 1150
      Indianapolis, Indiana 46204
      Facsimile No.: (317) 636-1951
      Attention: Ann M. Forey

      The Company, any Guarantor or the Trustee, by notice to the others, may
designate additional or different addresses for subsequent notices or
communications.

      The Trustee agrees to accept and act upon facsimile transmission of
written instructions and/or directions pursuant to this Indenture given by the
Company, provided, however that: (i) the Company, subsequent to such facsimile
transmission of written instructions and/or directions, shall provide the
originally executed instructions and/or directions to the Trustee in a timely
manner and (ii) such originally executed instructions and/or directions shall be
signed by an Officer of the Company.

      All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile;

                                       81


and the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery.

      Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.

      If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

      If the Company mails a notice or communication to Holders, it will mail a
copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

      Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

            (1) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 12.05 hereof) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been satisfied; and

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 12.05 hereof) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must include:

            (1) a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such Person, he or she has
      made such examination or investigation as is necessary to enable him or
      her to express an informed opinion as to whether or not such covenant or
      condition has been satisfied; and

                                       82


            (4) a statement as to whether or not, in the opinion of such Person,
      such condition or covenant has been satisfied.

Section 12.06 Rules by Trustee and Agents.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and
  Stockholders.

      No past, present or future director, officer, employee, incorporator or
shareholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. The waiver may not be effective
to waive liabilities under the federal securities laws.

Section 12.08 Governing Law.

      THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09 No Adverse Interpretation of Other Agreements.

      This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10 Successors.

      All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 10.05 hereof.

Section 12.11 Severability.

      In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.

Section 12.12 Counterpart Originals.

      The parties may sign any number of copies of this Indenture. Each signed
copy will be an original, but all of them together represent the same agreement.

                                       83


Section 12.13 Table of Contents, Headings, etc.

      The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way
modify or restrict any of the terms or provisions hereof.

Section 12.14 Force Majeure

      In no event shall the Trustee be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused
by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.

                         [Signatures on following page]

                                       84


                                    SIGNATURES

Dated as of December 28, 2006

                                    TITAN INTERNATIONAL, INC.

                                    By
                                    -------
                                    Name:
                                    Title:

                                    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
                                    -------
                                    Name:
                                    Title:



                                    U.S. BANK NATIONAL ASSOCIATION


                                        By:__________________________________
                                        Name:
                                        Title:



                                 [Face of Note]
================================================================================

                                                           CUSIP No. ___________
                                                            ISIN No. ___________

                       8% Senior Unsecured Notes due 2012

No.___                                                             $____________

                            TITAN INTERNATIONAL, INC.

promises to pay to CEDE & CO. or registered assigns,

the principal sum of __________________________________________________  DOLLARS
on January 15, 2012.

Interest Payment Dates: July 15 and January 15

Record Dates: July 1 and January 1

Dated: December 28, 2006

                                    TITAN INTERNATIONAL, INC.

                                    BY: __________________________________
                                        Name:
                                        Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By: ________________________________
          Authorized Signatory

                                      A1-1


                                 [Back of Note]
                       8% Senior Unsecured Notes due 2012

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
  Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
  of the Indenture]

      Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

            (1) INTEREST. Titan International, Inc., an Illinois corporation
      (the "Company"), promises to pay interest on the principal amount of this
      Note at 8% per annum from December 28, 2006 until maturity and will pay
      Special Interest, if any, payable pursuant to Section 2(c) of the
      Registration Rights Agreement referred to below. The Company will pay
      interest and Special Interest, if any, semi-annually in arrears on July 15
      and January 15 of each year, or if any such day is not a Business Day, on
      the next succeeding Business Day (each, an "Interest Payment Date").
      Interest on the Notes will accrue from the most recent date to which
      interest has been paid or, if no interest has been paid, from the date of
      issuance; provided that if there is no existing Default in the payment of
      interest, and if this Note is authenticated between a record date referred
      to on the face hereof and the next succeeding Interest Payment Date,
      interest shall accrue from such next succeeding Interest Payment Date;
      provided further that the first Interest Payment Date shall be July 15,
      2007. The Company will pay interest (including post-petition interest in
      any proceeding under any Bankruptcy Law) on overdue principal and premium,
      if any, from time to time on demand at a rate that is 1% per annum in
      excess of the rate then in effect to the extent lawful; it will pay
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue installments of interest (without regard to any
      applicable grace periods) from time to time on demand at the same rate to
      the extent lawful. Interest will be computed on the basis of a 360-day
      year of twelve 30-day months.

            (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
      (except defaulted interest) and Special Interest, if any, to the Persons
      who are registered Holders of Notes at the close of business on the July 1
      or January 1 next preceding the Interest Payment Date, even if such Notes
      are canceled after such record date and on or before such Interest Payment
      Date, except as provided in Section 2.12 of the Indenture with respect to
      defaulted interest. The Notes will be payable as to principal, premium and
      Special Interest, if any, and interest at the office or agency of the
      Company maintained for such purpose within or without the City and State
      of New York, or, at the option of the Company, payment of interest may be
      made by check mailed to the Holders at their addresses set forth in the
      register of Holders; provided that payment by wire transfer of immediately
      available funds will be required with respect to principal of and
      interest, premium and Special Interest, if any, on, all Global Notes and
      all other Notes the Holders of which (i) hold in excess of $5.0 million of
      Notes and (ii) have provided wire transfer instructions to the Company or
      the Paying Agent. Such payment will be in such coin or currency of the
      United States of America as at the time of payment is legal tender for
      payment of public and private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National
      Association, the Trustee under the Indenture, will act as Paying Agent and
      Registrar. The Company may change any Paying Agent or Registrar without
      notice to any Holder. The Company or any of its Subsidiaries may act in
      any such capacity.

                                      A1-2



            (4) INDENTURE. The Company issued the Notes under an Indenture dated
      as of December 28, 2006 (the "Indenture") among the Company, the
      Guarantors and the Trustee. The terms of the Notes include those stated in
      the Indenture and those made part of the Indenture by reference to the
      TIA. The Notes are subject to all such terms, and Holders are referred to
      the Indenture and such Act for a statement of such terms. To the extent
      any provision of this Note conflicts with the express provisions of the
      Indenture, the provisions of the Indenture shall govern and be
      controlling. The Notes are unsecured obligations of the Company. This Note
      is one of the Initial Notes referred to in the Indenture. The Notes
      include the Initial Notes, any Additional Notes and any Exchange Notes
      issued in exchange for Initial Notes or Additional Notes pursuant to the
      Indenture. The Initial Notes, any Additional Notes and any Exchange Notes
      are treated as a single class of securities under the Indenture. The
      Indenture does not limit the aggregate principal amount of the Notes that
      may be issued thereunder.

            (5) OPTIONAL REDEMPTION.

      (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5,
the Company will not have the option to redeem the Notes.

      (b) At any time prior to January 15, 2010, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under the Indenture with the net cash proceeds of one or more Equity
Offerings at a redemption price equal to 108.00% of the aggregate principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any,
to the redemption date; provided that at least 65% in aggregate principal amount
of the Notes originally issued under the Indenture (excluding Notes held by the
Company and its Subsidiaries) remains outstanding immediately after the
occurrence of such redemption and that such redemption occurs within 180 days of
the date of the closing of such Equity Offerings.

      (c) The Company may also redeem all or a part of the Notes, upon not less
than 30 nor more than 60 days' prior notice mailed by first-class mail to each
Holder's registered address, at a redemption price equal to 100% of the
principal amount of Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest and Special Interest, if any, on the Notes to be
redeemed to the applicable date of redemption, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant interest
payment date.

            (6) MANDATORY REDEMPTION.

      The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

            (7) INTENTIONALLY OMITTED.

            (8) REPURCHASE AT THE OPTION OF HOLDER.

                  (a) If there is a Change of Control, the Company will be
      required to make an offer (a "Change of Control Offer") to each Holder to
      repurchase all or any part (equal to $2,000 or an integral multiple of
      $1,000) of each Holder's Notes at a purchase price in cash equal to 101%
      of the aggregate principal amount thereof plus accrued and unpaid interest
      and Special Interest, if any, thereon to the date of purchase, subject to
      the rights of Holders on the relevant record date to receive interest due
      on the relevant interest payment date (the "Change of Control Payment").
      Within 30 days following any Change of Control, the Company will mail a
      notice to

                                      A1-3



      each Holder setting forth the procedures governing the Change of Control
      Offer as required by the Indenture.

                  (b) If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within 20 days of each date on which the
      aggregate amount of Excess Proceeds exceeds $10.0 million, the Company
      will commence an offer to all Holders of Notes and all holders of other
      Indebtedness that is pari passu with the Notes containing provisions
      similar to those set forth in the Indenture with respect to offers to
      purchase or redeem with the proceeds of sales of assets (an "Asset Sale
      Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum
      principal amount of Notes (including any Additional Notes and any Exchange
      Notes) and such other pari passu Indebtedness that may be purchased out of
      the Excess Proceeds at an offer price in cash in an amount equal to 100%
      of the principal amount thereof plus accrued and unpaid interest and
      Special Interest, if any, thereon to the date of purchase, in accordance
      with the procedures set forth in the Indenture. To the extent that the
      aggregate amount of Notes (including any Additional Notes and any Exchange
      Notes) and other pari passu Indebtedness tendered pursuant to an Asset
      Sale Offer is less than the Excess Proceeds, the Company (or such
      Restricted Subsidiary) may use such deficiency for any purpose not
      otherwise prohibited by the Indenture. If the aggregate principal amount
      of Notes and other pari passu Indebtedness tendered into such Asset Sale
      Offer exceeds the amount of Excess Proceeds, the Trustee shall select the
      Notes and such other pari passu Indebtedness to be purchased on a pro rata
      basis. Holders of Notes that are the subject of an offer to purchase will
      receive an Asset Sale Offer from the Company prior to any related purchase
      date and may elect to have such Notes purchased by completing the form
      entitled "Option of Holder to Elect Purchase" attached to the Notes.

            (9) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction or discharge of the Indenture. Notes in
      denominations larger than $2,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed.

            (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
      form without coupons in denominations of $2,000 and integral multiples of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require a
      Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Company may require a Holder to pay any taxes
      and fees required by law or permitted by the Indenture. The Company need
      not exchange or register the transfer of any Note or portion of a Note
      selected for redemption, except for the unredeemed portion of any Note
      being redeemed in part. Also, the Company need not exchange or register
      the transfer of any Notes for a period of 15 days before a selection of
      Notes to be redeemed or during the period between a record date and the
      corresponding Interest Payment Date.

            (11) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
      treated as its owner for all purposes.

            (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture or the Notes or the Note Guarantees may be
      amended or supplemented with the consent of the Holders of at least a
      majority in aggregate principal amount of the then outstanding Notes

                                      A1-4



      including Additional Notes and Exchange Notes, if any, voting as a single
      class, and any existing Default or Event of Default or compliance with any
      provision of the Indenture or the Notes or the Note Guarantees may be
      waived with the consent of the Holders of a majority in aggregate
      principal amount of the then outstanding Notes including Additional Notes
      and Exchange Notes, if any, voting as a single class. Without the consent
      of any Holder of a Note, the Indenture or the Notes or the Note Guarantees
      may be amended or supplemented to cure any ambiguity, defect or
      inconsistency (as determined in good faith by the Board of Directors of
      the Company), to provide for uncertificated Notes in addition to or in
      place of certificated Notes, to provide for the assumption of the
      Company's or a Guarantor's obligations to Holders of the Notes and Note
      Guarantees in case of a merger or consolidation, to make any change that
      would provide any additional rights or benefits to the Holders of the
      Notes or that does not adversely affect the legal rights under the
      Indenture of any such Holder, to comply with the requirements of the SEC
      in order to effect or maintain the qualification of the Indenture under
      the TIA, to conform the text of the Indenture or the Notes to any
      provision of the "Description of Notes" section of the Offering Circular
      relating to the initial offering of the Notes, to the extent that such
      provision in that "Description of Notes" was intended to be a verbatim
      recitation of a provision of the Indenture, the Note Guarantees or the
      Notes; to provide for the issuance of Additional Notes in accordance with
      the limitations set forth in the Indenture, or to allow any Guarantor to
      execute a supplemental indenture to the Indenture and/or a Note Guarantee
      with respect to the Notes.

            (13) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on (or Special Interest,
      if any, on) the Notes; (ii) default in the payment when due of the
      principal of, or premium, if any, on, the Notes when the same becomes due
      and payable at maturity, upon redemption (including in connection with an
      offer to purchase) or otherwise; (iii) failure by the Company or any of
      its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15
      or 5.01 of the Indenture; (iv) failure by the Company or any of its
      Restricted Subsidiaries for 60 days after notice to the Company by the
      Trustee or the Holders of at least 25% in aggregate principal amount of
      the Notes including Additional Notes and Exchange Notes, if any, then
      outstanding voting as a single class to comply with any of the other
      agreements in the Indenture or the Notes; (v) default under any mortgage,
      indenture or instrument under which there may be issued or by which there
      may be secured or evidenced any Indebtedness for money borrowed by the
      Company or any of its Restricted Subsidiaries (or the payment of which is
      guaranteed by the Company or any of its Restricted Subsidiaries), whether
      such Indebtedness or Guarantee now exists, or is created after the date of
      the Indenture, if that default: is caused by a failure to pay principal
      of, or interest or premium, if any, on, such Indebtedness prior to the
      expiration of the grace period provided in such Indebtedness on the date
      of such default (a "Payment Default") or results in the acceleration of
      such Indebtedness prior to its express maturity, and, in each case, the
      principal amount of any such Indebtedness, together with the principal
      amount of any other such Indebtedness under which there has been a Payment
      Default or the maturity of which has been so accelerated, aggregates $10.0
      million or more; (vi) failure by the Company or any of its Restricted
      Subsidiaries to pay final judgments entered by a court or courts of
      competent jurisdiction aggregating in excess of $15.0 million, which
      judgments are not paid, discharged or stayed for a period of 60 days;
      (vii) certain events of bankruptcy or insolvency with respect to the
      Company or any of its Restricted Subsidiaries that is a Significant
      Subsidiary or any group of Restricted Subsidiaries that, taken together,
      would constitute a Significant Subsidiary; and (viii) except as permitted
      by the Indenture, any Note Guarantee is held in any judicial proceeding to
      be unenforceable or invalid or ceases for any reason to be in full force
      and effect or any Guarantor or any Person acting on its behalf of any
      Guarantor denies or disaffirms its obligations under such Guarantor's Note
      Guarantee. If any Event of Default occurs and is continuing, the Trustee
      or the Holders of at least 25% in aggregate principal amount of the then
      outstanding Notes may declare all the Notes to be due and payable
      immediately.

                                      A1-5



      Notwithstanding the foregoing, in the case of an Event of Default arising
      from certain events of bankruptcy or insolvency, all outstanding Notes
      will become due and payable immediately without further action or notice.
      Holders may not enforce the Indenture or the Notes except as provided in
      the Indenture. Subject to certain limitations, Holders of a majority in
      aggregate principal amount of the then outstanding Notes may direct the
      Trustee in its exercise of any trust or power. The Trustee may withhold
      from Holders of the Notes notice of any continuing Default or Event of
      Default (except a Default or Event of Default relating to the payment of
      principal or interest or premium or Special Interest, if any,) if it
      determines that withholding notice is in their interest. The Holders of a
      majority in aggregate principal amount of the then outstanding Notes by
      notice to the Trustee may, on behalf of the Holders of all of the Notes,
      rescind an acceleration or waive any existing Default or Event of Default
      and its consequences under the Indenture except a continuing Default or
      Event of Default in the payment of interest or premium or Special
      Interest, if any, on, or the principal of, the Notes. The Company is
      required to deliver to the Trustee annually a statement regarding
      compliance with the Indenture, and the Company is required, upon becoming
      aware of any Default or Event of Default, to deliver to the Trustee a
      statement specifying such Default or Event of Default.

            (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual
      or any other capacity, may make loans to, accept deposits from, and
      perform services for the Company or its Affiliates, and may otherwise deal
      with the Company or its Affiliates, as if it were not the Trustee.

            (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
      incorporator or stockholder of the Company or any of the Guarantors, as
      such, will not have any liability for any obligations of the Company or
      the Guarantors under the Notes, the Note Guarantees or the Indenture or
      for any claim based on, in respect of, or by reason of, such obligations
      or their creation. Each Holder by accepting a Note waives and releases all
      such liability. The waiver and release are part of the consideration for
      the issuance of the Notes.

            (16) AUTHENTICATION. This Note will not be valid until authenticated
      by the manual signature of the Trustee or an authenticating agent.

            (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
      RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
      of Notes under the Indenture, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have all the rights set forth in the
      Registration Rights Agreement dated as of December 28, 2006, among the
      Company, the Guarantors and the Initial Purchaser named therein or, in the
      case of Additional Notes, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have the rights set forth in one or more
      registration rights agreements, if any, among the Company, the Guarantors
      and the other parties thereto, relating to rights given by the Company and
      the Guarantors to the purchasers of any Additional Notes (collectively,
      the "Registration Rights Agreement").

            (18) ABBREVIATIONS. Customary abbreviations may be used in the name
      of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
      ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
      survivorship and not as tenants in common), CUST (= Custodian), and
      U/G/M/A (= Uniform Gifts to Minors Act).

            (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
      Committee on Uniform Security Identification Procedures, the Company has
      caused CUSIP numbers to be printed on the Notes, and the Trustee may use
      CUSIP numbers in notices of redemption as a convenience to Holders. No
      representation is made as to the accuracy of such numbers either as

                                      A1-6



      printed on the Notes or as contained in any notice of redemption, and
      reliance may be placed only on the other identification numbers placed
      thereon.

            (20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE
      GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
      LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
      WOULD BE REQUIRED THEREBY.

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                            Titan International, Inc.
                               2701 Spruce Street
                                Quincy, IL 62301
                          Facsimile No.: (217) 228-3040
                           Attention: General Counsel

                                      A1-7



                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: _______________

                         Your Signature: _______________________________________
                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or
   other signature guarantor acceptable to the Trustee).

                                      A1-8



                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

            [ ]    Section 4.10              [ ]    Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                  $___________

Date: _______________

                      Your Signature: __________________________________________
                    (Sign exactly as your name appears on the face of this Note)

                      Tax Identification No.: __________________________________

Signature Guarantee*: _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or
   other signature guarantor acceptable to the Trustee).

                                      A1-9



             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:



                                                                   Principal Amount
                  Amount of decrease in  Amount of increase in  [at maturity] of this
                    Principal Amount       Principal Amount     Global Note following  Signature of authorized
                    [at maturity] of       [at maturity] of         such decrease       officer of Trustee or
Date of Exchange    this Global Note       this Global Note         (or increase)            Custodian
- ----------------  ---------------------  ---------------------  ---------------------  -----------------------
                                                                           


*  This schedule should be included only if the Note is issued in global form.

                                     A1-10



                  [Face of Regulation S Temporary Global Note]
================================================================================
                                                          CUSIP No. ____________
                                                           ISIN No. ____________

                       8% Senior Unsecured Notes due 2012

No. ___                                                              $__________

                            TITAN INTERNATIONAL, INC.

promises to pay to CEDE & CO. or registered assigns,

the principal sum of ___________________________________________________ DOLLARS
on January 15, 2012.

Interest Payment Dates: July 15 and January 15

Record Dates: July 1 and January 1

Dated: December 28, 2006

                                TITAN INTERNATIONAL, INC.

                                By: _________________________________
                                    Name:
                                    Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION,
 as Trustee

By: ______________________________
         Authorized Signatory

                                      A2-1



                   Back of Regulation S Temporary Global Note
                       8% Senior Unsecured Notes due 2012

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN

                                      A2-2



ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.

      Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

            (1) INTEREST. Titan International, Inc., an Illinois corporation
      (the "Company"), promises to pay interest on the principal amount of this
      Note at 8% per annum from December 28, 2006 until maturity and will pay
      Special Interest, if any, payable pursuant to Section 2(c) of the
      Registration Rights Agreement referred to below. The Company will pay
      interest and Special Interest, if any, semi-annually in arrears on July 15
      and January 15 of each year, or if any such day is not a Business Day, on
      the next succeeding Business Day (each, an "Interest Payment Date").
      Interest on the Notes will accrue from the most recent date to which
      interest has been paid or, if no interest has been paid, from the date of
      issuance; provided that if there is no existing Default in the payment of
      interest, and if this Note is authenticated between a record date referred
      to on the face hereof and the next succeeding Interest Payment Date,
      interest shall accrue from such next succeeding Interest Payment Date;
      provided further that the first Interest Payment Date shall be July 15,
      2007. The Company will pay interest (including post-petition interest in
      any proceeding under any Bankruptcy Law) on overdue principal and premium,
      if any, from time to time on demand at a rate that is 1% per annum in
      excess of the rate then in effect to the extent lawful; it will pay
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue installments of interest (without regard to any
      applicable grace periods) from time to time on demand at the same rate to
      the extent lawful. Interest will be computed on the basis of a 360-day
      year of twelve 30-day months.

      Until this Regulation S Temporary Global Note is exchanged for one or more
Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to
receive payments of interest hereon; until so exchanged in full, this Regulation
S Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.

            (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
      (except defaulted interest) and Special Interest, if any, to the Persons
      who are registered Holders of Notes at the close of business on the July 1
      or January 1 next preceding the Interest Payment Date, even if such Notes
      are canceled after such record date and on or before such Interest Payment
      Date, except as provided in Section 2.12 of the Indenture with respect to
      defaulted interest. The Notes will be payable as to principal, premium and
      Special Interest, if any, and interest at the office or agency of the
      Company maintained for such purpose within or without the City and State
      of New York, or, at the option of the Company, payment of interest may be
      made by check mailed to the Holders at their addresses set forth in the
      register of Holders; provided that payment by wire transfer of immediately
      available funds will be required with respect to principal of and
      interest, premium and Special Interest, if any, on, all Global Notes and
      all other Notes the Holders of which (i) hold in excess of $5.0 million of
      Notes and (ii) have provided wire transfer instructions to the Company or
      the Paying Agent. Such payment will be in such coin or currency of the
      United States of America as at the time of payment is legal tender for
      payment of public and private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National
      Association, the Trustee under the Indenture, will act as Paying Agent and
      Registrar. The Company may change any Paying Agent or Registrar without
      notice to any Holder. The Company or any of its Subsidiaries may act in
      any such capacity.

                                      A2-3



            (4) INDENTURE. The Company issued the Notes under an Indenture dated
      as of December 28, 2006 (the "Indenture") among the Company, the
      Guarantors and the Trustee. The terms of the Notes include those stated in
      the Indenture and those made part of the Indenture by reference to the
      TIA. The Notes are subject to all such terms, and Holders are referred to
      the Indenture and such Act for a statement of such terms. To the extent
      any provision of this Note conflicts with the express provisions of the
      Indenture, the provisions of the Indenture shall govern and be
      controlling. The Notes are unsecured obligations of the Company. This Note
      is one of the Initial Notes referred to in the Indenture. The Notes
      include the Initial Notes, any Additional Notes and any Exchange Notes
      issued in exchange for Initial Notes or Additional Notes pursuant to the
      Indenture. The Initial Notes, any Additional Notes and any Exchange Notes
      are treated as a single class of securities under the Indenture. The
      Indenture does not limit the aggregate principal amount of the Notes that
      may be issued thereunder.

            (5) OPTIONAL REDEMPTION.

                  (a) Except as set forth in subparagraphs (b) and (c) of this
      Paragraph 5, the Company will not have the option to redeem the Notes.

                  (b) At any time prior to January 15, 2010, the Company may on
      any one or more occasions redeem up to 35% of the aggregate principal
      amount of Notes issued under the Indenture with the net cash proceeds of
      one or more Equity Offerings at a redemption price equal to 108.00% of the
      aggregate principal amount thereof, plus accrued and unpaid interest and
      Special Interest, if any, to the redemption date; provided that at least
      65% in aggregate principal amount of the Notes originally issued under the
      Indenture (excluding Notes held by the Company and its Subsidiaries)
      remains outstanding immediately after the occurrence of such redemption
      and that such redemption occurs within 180 days of the date of the closing
      of such Equity Offerings.

                  (c) The Company may also redeem all or a part of the Notes,
      upon not less than 30 nor more than 60 days' prior notice mailed by
      first-class mail to each Holder's registered address, at a redemption
      price equal to 100% of the principal amount of Notes redeemed plus the
      Applicable Premium as of, and accrued and unpaid interest and Special
      Interest, if any, on the Notes to be redeemed to the applicable date of
      redemption, subject to the rights of Holders on the relevant record date
      to receive interest due on the relevant interest payment date.

            (6) MANDATORY REDEMPTION.

      The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

            (7) INTENTIONALLY OMITTED.

            (8) REPURCHASE AT THE OPTION OF HOLDER.

                  (a) If there is a Change of Control, the Company will be
      required to make an offer (a "Change of Control Offer") to each Holder to
      repurchase all or any part (equal to $2,000 or an integral multiple of
      $1,000) of each Holder's Notes at a purchase price in cash equal to 101%
      of the aggregate principal amount thereof plus accrued and unpaid interest
      and Special Interest, if any, thereon to the date of purchase, subject to
      the rights of Holders on the relevant record date to receive interest due
      on the relevant interest payment date (the "Change of Control Payment").
      Within 30 days following any Change of Control, the Company will mail a
      notice to

                                      A2-4



      each Holder setting forth the procedures governing the Change of Control
      Offer as required by the Indenture.

                  (b) If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within 20 days of each date on which the
      aggregate amount of Excess Proceeds exceeds $10.0 million, the Company
      will commence an offer to all Holders of Notes and all holders of other
      Indebtedness that is pari passu with the Notes containing provisions
      similar to those set forth in the Indenture with respect to offers to
      purchase or redeem with the proceeds of sales of assets (an "Asset Sale
      Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum
      principal amount of Notes (including any Additional Notes and any Exchange
      Notes) and such other pari passu Indebtedness that may be purchased out of
      the Excess Proceeds at an offer price in cash in an amount equal to 100%
      of the principal amount thereof plus accrued and unpaid interest and
      Special Interest, if any, thereon to the date of purchase, in accordance
      with the procedures set forth in the Indenture. To the extent that the
      aggregate amount of Notes (including any Additional Notes and any Exchange
      Notes) and other pari passu Indebtedness tendered pursuant to an Asset
      Sale Offer is less than the Excess Proceeds, the Company (or such
      Restricted Subsidiary) may use such deficiency for any purpose not
      otherwise prohibited by the Indenture. If the aggregate principal amount
      of Notes and other pari passu Indebtedness tendered into such Asset Sale
      Offer exceeds the amount of Excess Proceeds, the Trustee shall select the
      Notes and such other pari passu Indebtedness to be purchased on a pro rata
      basis. Holders of Notes that are the subject of an offer to purchase will
      receive an Asset Sale Offer from the Company prior to any related purchase
      date and may elect to have such Notes purchased by completing the form
      entitled "Option of Holder to Elect Purchase" attached to the Notes.

            (9) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction or discharge of the Indenture. Notes in
      denominations larger than $2,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed.

            (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
      form without coupons in denominations of $2,000 and integral multiples of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require a
      Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Company may require a Holder to pay any taxes
      and fees required by law or permitted by the Indenture. The Company need
      not exchange or register the transfer of any Note or portion of a Note
      selected for redemption, except for the unredeemed portion of any Note
      being redeemed in part. Also, the Company need not exchange or register
      the transfer of any Notes for a period of 15 days before a selection of
      Notes to be redeemed or during the period between a record date and the
      corresponding Interest Payment Date.

      This Regulation S Temporary Global Note is exchangeable in whole or in
part for one or more Global Notes only (i) on or after the termination of the
40-day distribution compliance period (as defined in Regulation S) and (ii) upon
presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Indenture. Upon exchange of this
Regulation S Temporary Global Note for one or more Global Notes, the Trustee
shall cancel this Regulation S Temporary Global Note.

                                      A2-5



            (11) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
      treated as its owner for all purposes.

            (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture or the Notes or the Note Guarantees may be
      amended or supplemented with the consent of the Holders of at least a
      majority in aggregate principal amount of the then outstanding Notes
      including Additional Notes and Exchange Notes, if any, voting as a single
      class, and any existing Default or Event of Default or compliance with any
      provision of the Indenture or the Notes or the Note Guarantees may be
      waived with the consent of the Holders of a majority in aggregate
      principal amount of the then outstanding Notes including Additional Notes
      and Exchange Notes, if any, voting as a single class. Without the consent
      of any Holder of a Note, the Indenture or the Notes or the Note Guarantees
      may be amended or supplemented to cure any ambiguity, defect or
      inconsistency (as determined in good faith by the Board of Directors of
      the Company), to provide for uncertificated Notes in addition to or in
      place of certificated Notes, to provide for the assumption of the
      Company's or a Guarantor's obligations to Holders of the Notes and Note
      Guarantees in case of a merger or consolidation, to make any change that
      would provide any additional rights or benefits to the Holders of the
      Notes or that does not adversely affect the legal rights under the
      Indenture of any such Holder, to comply with the requirements of the SEC
      in order to effect or maintain the qualification of the Indenture under
      the TIA, to conform the text of the Indenture or the Notes to any
      provision of the "Description of Notes" section of the Offering Circular,
      relating to the initial offering of the Notes, to the extent that such
      provision in that "Description of Notes" was intended to be a verbatim
      recitation of a provision of the Indenture, the Note Guarantees or the
      Notes; to provide for the issuance of Additional Notes in accordance with
      the limitations set forth in the Indenture, or to allow any Guarantor to
      execute a supplemental indenture to the Indenture and/or a Note Guarantee
      with respect to the Notes.

            (13) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on (or Special Interest,
      if any, on) the Notes; (ii) default in the payment when due of the
      principal of, or premium, if any, on, the Notes when the same becomes due
      and payable at maturity, upon redemption (including in connection with an
      offer to purchase) or otherwise; (iii) failure by the Company or any of
      its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15
      or 5.01 of the Indenture; (iv) failure by the Company or any of its
      Restricted Subsidiaries for 60 days after notice to the Company by the
      Trustee or the Holders of at least 25% in aggregate principal amount of
      the Notes including Additional Notes and Exchange Notes, if any, then
      outstanding voting as a single class to comply with any of the other
      agreements in the Indenture or the Notes; (v) default under any mortgage,
      indenture or instrument under which there may be issued or by which there
      may be secured or evidenced any Indebtedness for money borrowed by the
      Company or any of its Restricted Subsidiaries (or the payment of which is
      guaranteed by the Company or any of its Restricted Subsidiaries), whether
      such Indebtedness or Guarantee now exists, or is created after the date of
      the Indenture, if that default: is caused by a failure to pay principal
      of, or interest or premium, if any, on, such Indebtedness prior to the
      expiration of the grace period provided in such Indebtedness on the date
      of such default (a "Payment Default") or results in the acceleration of
      such Indebtedness prior to its express maturity, and, in each case, the
      principal amount of any such Indebtedness, together with the principal
      amount of any other such Indebtedness under which there has been a Payment
      Default or the maturity of which has been so accelerated, aggregates $10.0
      million or more; (vi) failure by the Company or any of its Restricted
      Subsidiaries to pay final judgments entered by a court or courts of
      competent jurisdiction aggregating in excess of $15.0 million, which
      judgments are not paid, discharged or stayed for a period of 60 days;
      (vii) certain events of bankruptcy or insolvency with respect to the
      Company or any of its Restricted Subsidiaries that is a Significant
      Subsidiary or any group of Restricted Subsidiaries that, taken together,
      would constitute a

                                      A2-6



      Significant Subsidiary; and (viii) except as permitted by the Indenture,
      any Note Guarantee is held in any judicial proceeding to be unenforceable
      or invalid or ceases for any reason to be in full force and effect or any
      Guarantor or any Person acting on its behalf of any Guarantor denies or
      disaffirms its obligations under such Guarantor's Note Guarantee. If any
      Event of Default occurs and is continuing, the Trustee or the Holders of
      at least 25% in aggregate principal amount of the then outstanding Notes
      may declare all the Notes to be due and payable immediately.
      Notwithstanding the foregoing, in the case of an Event of Default arising
      from certain events of bankruptcy or insolvency, all outstanding Notes
      will become due and payable immediately without further action or notice.
      Holders may not enforce the Indenture or the Notes except as provided in
      the Indenture. Subject to certain limitations, Holders of a majority in
      aggregate principal amount of the then outstanding Notes may direct the
      Trustee in its exercise of any trust or power. The Trustee may withhold
      from Holders of the Notes notice of any continuing Default or Event of
      Default (except a Default or Event of Default relating to the payment of
      principal or interest or premium or Special Interest, if any,) if it
      determines that withholding notice is in their interest. The Holders of a
      majority in aggregate principal amount of the then outstanding Notes by
      notice to the Trustee may, on behalf of the Holders of all of the Notes,
      rescind an acceleration or waive any existing Default or Event of Default
      and its consequences under the Indenture except a continuing Default or
      Event of Default in the payment of interest or premium or Special
      Interest, if any, on, or the principal of, the Notes. The Company is
      required to deliver to the Trustee annually a statement regarding
      compliance with the Indenture, and the Company is required, upon becoming
      aware of any Default or Event of Default, to deliver to the Trustee a
      statement specifying such Default or Event of Default.

            (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual
      or any other capacity, may make loans to, accept deposits from, and
      perform services for the Company or its Affiliates, and may otherwise deal
      with the Company or its Affiliates, as if it were not the Trustee.

            (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
      incorporator or stockholder of the Company or any of the Guarantors, as
      such, will not have any liability for any obligations of the Company or
      the Guarantors under the Notes, the Note Guarantees or the Indenture or
      for any claim based on, in respect of, or by reason of, such obligations
      or their creation. Each Holder by accepting a Note waives and releases all
      such liability. The waiver and release are part of the consideration for
      the issuance of the Notes.

            (16) AUTHENTICATION. This Note will not be valid until authenticated
      by the manual signature of the Trustee or an authenticating agent.

            (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
      RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
      of Notes under the Indenture, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have all the rights set forth in the
      Registration Rights Agreement dated as of December 28, 2006, among the
      Company, the Guarantors and the Initial Purchaser named therein or, in the
      case of Additional Notes, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have the rights set forth in one or more
      registration rights agreements, if any, among the Company, the Guarantors
      and the other parties thereto, relating to rights given by the Company and
      the Guarantors to the purchasers of any Additional Notes (collectively,
      the "Registration Rights Agreement").

            (18) ABBREVIATIONS. Customary abbreviations may be used in the name
      of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
      ENT (= tenants by the

                                      A2-7



      entireties), JT TEN (= joint tenants with right of survivorship and not as
      tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
      Minors Act).

            (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
      Committee on Uniform Security Identification Procedures, the Company has
      caused CUSIP numbers to be printed on the Notes, and the Trustee may use
      CUSIP numbers in notices of redemption as a convenience to Holders. No
      representation is made as to the accuracy of such numbers either as
      printed on the Notes or as contained in any notice of redemption, and
      reliance may be placed only on the other identification numbers placed
      thereon.

            (20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE
      GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
      LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
      WOULD BE REQUIRED THEREBY.

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                            Titan International, Inc.
                               2701 Spruce Street
                                Quincy, IL 62301
                          Facsimile No.: (217) 228-3040
                           Attention: General Counsel

                                      A2-8



                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: _______________

                          Your Signature: ______________________________________
                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or
   other signature guarantor acceptable to the Trustee).

                                      A2-9



                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

            [ ]     Section 4.10             [ ]     Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                $_______________

Date: _______________

                          Your Signature: ______________________________________
                    (Sign exactly as your name appears on the face of this Note)

                          Tax Identification No.: ______________________________

Signature Guarantee*: _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or
   other signature guarantor acceptable to the Trustee).

                                     A2-10



  SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE

      The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges of a part of another
Restricted Global Note for an interest in this Regulation S Temporary Global
Note, have been made:



                                                                  Principal Amount
                  Amount of decrease in  Amount of increase in  [at maturity] of this
                    Principal Amount       Principal Amount     Global Note following  Signature of authorized
                    [at maturity] of       [at maturity] of         such decrease       officer of Trustee or
Date of Exchange    this Global Note       this Global Note         (or increase)            Custodian
- ----------------  ---------------------  ---------------------  ---------------------  -----------------------
                                                                           


                                     A2-11



                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Titan International, Inc.
2701 Spruce Street
Quincy, IL  62301
Attention: General Counsel

U.S. Bank National Association
Corporate Trust Services
10 West Market Street
Suite 1150
Indianapolis, Indiana 46204
Facsimile No.: (317) 636-1951
Attention: Ann M. Forey

      Re: 8% Senior Unsecured Notes due 2012

      Reference is hereby made to the Indenture, dated as of December 28, 2006
(the "Indenture"), among Titan International, Inc., as issuer (the "Company"),
the Guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

      ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

      1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.

      2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S TEMPORARY GLOBAL NOTE, THE REGULATION S GLOBAL NOTE OR A
RESTRICTED DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a Person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such

                                      B-1



Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than the Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Permanent Global Note, the
Regulation S Temporary Global Note and/or the Restricted Definitive Note and in
the Indenture and the Securities Act.

      3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN A RESTRICTED DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE
SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

            (a) [ ] such Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act;

                                       or

            (b) [ ] such Transfer is being effected to the Company or a
      subsidiary thereof;

                                       or

            (c) [ ] such Transfer is being effected pursuant to an effective
      registration statement under the Securities Act and in compliance with the
      prospectus delivery requirements of the Securities Act.

      4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

      (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

      (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in

                                      B-2



the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.

      (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        ________________________________________
                                             [Insert Name of Transferor]

                                        By:_____________________________________
                                           Name:
                                           Title:

   Dated: ____________________

                                      B-3



                       ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

            (a)   [ ] a beneficial interest in the:

                  (i)   [ ] 144A Global Note (CUSIP _________), or

                  (ii)  [ ] Regulation S Global Note (CUSIP _________); or

            (b)   [ ] a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

            (a)   [ ] a beneficial interest in the:

                  (i)   [ ] 144A Global Note (CUSIP _________), or

                  (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                  (iii) [ ] Unrestricted Global Note (CUSIP _________); or

            (b)   [ ] a Restricted Definitive Note; or

            (c)   [ ] an Unrestricted Definitive Note,

            in accordance with the terms of the Indenture.

                                      B-4



                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Titan International, Inc.
2701 Spruce Street
Quincy, IL 62301
Attention: General Counsel

U.S. Bank National Association
Corporate Trust Services
10 West Market Street
Suite 1150
Indianapolis, Indiana 46204
Facsimile No.: (317) 636-1951
Attention: Ann M. Forey

      Re: 8% Senior Unsecured Notes due 2012

                              (CUSIP ____________)

      Reference is hereby made to the Indenture, dated as of December 28, 2006
(the "Indenture"), among Titan International, Inc., as issuer (the "Company"),
the Guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

      __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

      1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

      (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

      (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

                                      C-1



      (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

      (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

      2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

      (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

      (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
[ ] 144A Global Note, [ ] Regulation S Global Note with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Definitive Note and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state
of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the relevant Restricted Global Note and in the Indenture and the
Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                       ______________________________________
                                      [Insert Name of Transferor]

                                      C-2



                                        By: ______________________________
                                            Name:
                                            Title:

Dated: ______________________

                                      C-3



                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Titan International, Inc.
2701 Spruce Street
Quincy, IL 62301
Attention: General Counsel

U.S. Bank National Association
Corporate Trust Services
10 West Market Street
Suite 1150
Indianapolis, Indiana 46204
Facsimile No.: (317) 636-1951
Attention: Ann M. Forey

      Re: 8% Senior Unsecured Notes due 2012

      Reference is hereby made to the Indenture, dated as of December 28, 2006
(the "Indenture"), among Titan International, Inc., as issuer (the "Company"),
the guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

      In connection with our proposed purchase of $____________ aggregate
principal amount of:

      (a) [ ] a beneficial interest in a Global Note, or

      (b) [ ] a Definitive Note,

      we confirm that:

      1. We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the Securities Act of 1933, as
amended (the "Securities Act").

      2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the

                                      D-1



                                                                       EXHIBIT D

requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

      3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

      4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

      5. We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

      You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                _____________________________________________
                                    [Insert Name of Accredited Investor]

                                By: _________________________________________
                                    Name:
                                    Title:

Dated: _______________________

                                      D-2



                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

      For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of December 28, 2006 (the "Indenture")
among Titan International, Inc., (the "Company"), the Guarantors party thereto
and U.S. Bank National Association, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium, if any, and interest on, the
Notes, whether at maturity, by acceleration, redemption or otherwise, the due
and punctual payment of interest on overdue principal of and interest on the
Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

      Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.

                                [NAME OF GUARANTOR(S)]

                                By:____________________________________
                                   Name:
                                   Title:

                                       E-1



                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Titan International, Inc. (or its permitted
successor), an Illinois corporation (the "Company"), the other Guarantors (as
defined in the Indenture referred to herein) and U.S. Bank National Association,
as trustee under the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of December 28, 2006 providing for the
issuance of 8% Senior Unsecured Notes due 2012 (the "Notes");

      WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

      WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

      NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

      1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

      2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture including but not limited
to Article 10 thereof.

      4. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

      5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      6. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

                                      F-1



                                                                       EXHIBIT F

      7. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

      8. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                      F-2



                                                                       EXHIBIT F

      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

      Dated: ________, 20___

                                 [GUARANTEEING SUBSIDIARY]

                                 By:_____________________________________
                                    Name:
                                    Title:

                                 TITAN INTERNATIONAL, INC.

                                 By: ____________________________________
                                     Name:
                                     Title:

                                 [EXISTING GUARANTORS]

                                 By: ____________________________________
                                     Name:
                                     Title:

                                 U.S. BANK NATIONAL ASSOCIATION,
                                  as Trustee

                                 By: ____________________________________
                                      Authorized Signatory

                                      F-3

EX-4.4

                                                                  EXECUTION COPY

                            TITAN INTERNATIONAL, INC.

                                  $200,000,000
                       8% Senior Unsecured Notes due 2012

                      unconditionally guaranteed as to the
                         payment of principal, premium,
                             if any, and interest by
                         the guarantors signatory hereto

                                  -------------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               December 28, 2006

Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

            Titan International, Inc., an Illinois corporation (the "Company"),
proposes to issue and sell to the Initial Purchaser (as defined herein) upon the
terms set forth in the Purchase Agreement (as defined herein) its $200,000,000
aggregate principal amount of 8% Senior Unsecured Notes due 2012 (the "Senior
Unsecured Notes"), which are guaranteed by the Guarantors (as defined herein).
As an inducement to the Initial Purchaser to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Initial Purchaser
thereunder, the Company and each of the Guarantors, jointly and severally, agree
with the Initial Purchaser 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 Purchaser 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 December 28, 2006,
      among the Company, the Guarantors and U.S. Bank National Association, as
      Trustee, as the same shall be amended from time to time.

            "Initial Purchaser" shall mean Goldman, Sachs & Co.

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

                                       2



            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 as of
      December 19, 2006, among the Initial Purchaser, 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; (iv) such Security is eligible to be sold pursuant to paragraph
      (k) of Rule 144; or (v) 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.

                                       3



            "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 Unsecured Notes of
      the Company to be issued and sold to the Initial Purchaser, 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

                                       4



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

                                       5



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.

                                       6



            (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;

                                       7



                  (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;

                                       8



                  (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);

                                       9



                  (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;

                                       10



                  (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,

                                       11



            (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

                                       12



            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 National Association of
            Securities Dealers, Inc. ("NASD") 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

                                       16



            other customary extent as may be requested 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

                                       17



      of a material fact regarding such Electing Holder or such Electing
      Holder's 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
NASD 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

                                       18



rating the Securities, and (j) fees, expenses and disbursements of any other
persons, 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 Purchaser 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

                                       22



6(d). 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 Purchaser 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 Purchaser 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, please
sign and return to us one for the Company, each of the Guarantors and the
Initial Purchase plus one for each counsel counterparts hereof, and upon the
acceptance hereof by you, on behalf of the Initial Purchaser, this letter and
such acceptance hereof shall constitute a binding agreement among the Initial
Purchaser, the Guarantors and the Company.

                              Very truly yours,

                              TITAN INTERNATIONAL, INC.

                              By____________________________________________
                              Name:
                              Title:

                              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____________________________________________
                              Name:
                              Title:

[Registration Rights Agreement]



CONFIRMED AND ACCEPTED,
     as of the date first above written:

GOLDMAN, SACHS & CO.

By ________________________________________
          (Goldman, Sachs & Co.)

[Registration Rights Agreement]



                                                                       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") 8% Senior Unsecured Notes due 2012 (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: Todd Shoot.

- ----------
*  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 8% Senior Unsecured Notes due 2012 (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

Attention:  Trust Officer

      Re: Titan International, Inc. (the "Company")
          8% Senior Unsecured Notes due 2012

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)

                                      B-1

EX-5.1

                                                                     EXHIBIT 5.1

                              OPINION OF BODMAN LLP

                             [BODMAN LLP LETTERHEAD]

April 3, 2007

Titan International, Inc.
2701 Spruce Street
Quincy, Illinois 62301

Ladies and Gentlemen:

     We are acting as special counsel for Titan International, Inc., an Illinois
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission of a Registration Statement on Form S-4 (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933 (the "Act") of the offer and exchange by the Company (the "Exchange
Offer") of up to $200,000,000 aggregate principal amount of the Company's 8%
Senior Unsecured Notes due 2012 to be registered under the Act (the "New
Notes"), which New Notes will be guaranteed by each of the guarantors named in
Schedule I hereto (the "Guarantors"), for a like principal amount of the
Company's outstanding 8% Senior Unsecured Notes due 2012 (the "Old Notes"),
which Old Notes have also been guaranteed by the Guarantors. The Old Notes were
issued pursuant to an Indenture, dated December 28, 2006 (the "Indenture"),
between the Company and U.S. Bank National Association, as trustee.

     In connection with rendering this opinion, we have examined such corporate
records, certificates and other documents as we have considered necessary for
the purposes of this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such latter
documents. As to any facts material to our opinion, we have, when relevant facts
were not independently established, relied upon the aforesaid records,
certificates and documents.

     As special counsel to the Company and based upon and subject to the
foregoing, we advise you as follows:

     The New Notes have been duly authorized, and when the New Notes have been
duly executed, authenticated and delivered in exchange for the Old Notes in
accordance with the Indenture and the Exchange Offer, the New Notes will be
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally (including, without limitation, fraudulent
conveyance laws) and by general principles of equity (including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at law).

     The opinions expressed herein apply solely to the laws of the State of
Michigan (the "State") as applied by courts located in the State, without regard
to choice of law, and the federal laws of the United States of America, and we
express no opinion whatsoever with respect to the laws of any other jurisdiction
(including, without limitation, conflict of laws and choice of law issues). We
assume for purposes of the opinions expressed in the preceding paragraph that
the Indenture is governed by and construed in accordance with the law of the
State. Insofar as this opinion relates to matters of law and legal conclusions
governed by the laws of the State of Illinois, we base it on the opinion of
Schmiedeskamp, Robertson, Neu & Mitchell, as evidenced by the opinion of such
firm filed as Exhibit 5.2 to the Registration Statement and the consent in such
opinion to statements made in the Registration Statement in regard to such firm.
Our opinions as to such matters are based on assumptions and subject to the
qualifications and limitation set forth in such opinion letter.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement filed by the Company to register the New Notes under the
Act and to the reference to our Firm under the caption "Legal



Matters" in the prospectus constituting a part of such Registration Statement.
In giving such consent, we do not hereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.

                                        Very truly yours,

                                        BODMAN LLP


                                        /s/ Barbara A. Bowman
                                        ----------------------------------------
                                        By: Barbara A. Bowman, a partner



                              SCHEDULE I TO OPINION

                                   GUARANTORS



                                            JURISDICTION OF   PERCENTAGE OF
NAME OF SUBSIDIARY                           INCORPORATION      OWNERSHIP
- ------------------                          ---------------   -------------
                                                        
Titan Marketing Services, Inc.                  Illinois           100%
Titan Wheel Corporation of Illinois             Illinois           100%
Titan Wheel Corporation of Iowa                   Iowa             100%
Titan Wheel Corporation of South Carolina    South Carolina        100%
Titan Wheel Corporation of Virginia             Virginia           100%
Titan Investment Corporation                    Illinois           100%
Titan Tire Corporation                          Illinois           100%
Titan Tire Corporation of Bryan                   Ohio             100%
Titan Tire Corporation of Freeport              Illinois           100%
Titan Tire Corporation of Natchez              Mississippi         100%
Titan Tire Corporation of Texas                   Texas            100%
Titan Distribution, Inc.                        Illinois           100%
Dyneer Corporation                              Delaware           100%
Dico, Inc.                                      Delaware           100%
Automotive Wheels, Inc.                        California          100%
Nieman's, Ltd.                                    Iowa             100%

EX-5.2

                                                                     EXHIBIT 5.2

               OPINION OF SCHMIEDESKAMP, ROBERTSON, NEU & MITCHELL

              [SCHMIEDESKAMP, ROBERTSON, NEU & MITCHELL LETTERHEAD]

April 3, 2007

Titan International, Inc.
2701 Spruce Street
Quincy, Illinois 62301

Ladies and Gentlemen:

     We are acting as special counsel for Titan International, Inc., an Illinois
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission of a Registration Statement on Form S-4 (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933 (the "Act") of the offer and exchange by the Company (the "Exchange
Offer") of up to $200,000,000 aggregate principal amount of the Company's 8%
Senior Unsecured Notes due 2012 to be registered under the Act (the "New
Notes"), which New Notes will be guaranteed by each of the guarantors named in
Schedule I hereto (the "Guarantors"), for a like principal amount of the
Company's outstanding 8% Senior Unsecured Notes due 2012 (the "Old Notes"),
which Old Notes have also been guaranteed by the Guarantors. The Old Notes were
issued pursuant to an Indenture, dated December 28, 2006 (the "Indenture"),
between the Company and U.S. Bank National Association, as trustee.

     In connection with rendering this opinion, we have examined such corporate
records, certificates and other documents as we have considered necessary for
the purposes of this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such latter
documents. As to any facts material to our opinion, we have, when relevant facts
were not independently established, relied upon the aforesaid records,
certificates and documents.

     As special Illinois counsel for the Company, we are of the opinion that:

     1. The New Notes have been duly authorized, and when the New Notes have
been duly executed, authenticated and delivered in exchange for the Old Notes in
accordance with the Indenture and the Exchange Offer, the New Notes will be
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally (including, without limitation, fraudulent
conveyance laws) and by general principles of equity (including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at law).

     2. When the New Notes have been duly executed, authenticated and delivered
in exchange for the Old Notes in accordance with the Indenture and the Exchange
Offer, the provisions of the Indenture applicable to the Guarantors (including
the guarantee of the new notes pursuant to the Indenture) will be the legally
valid and binding obligations of the Guarantors, enforceable against the
Guarantors in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws) and by general principles of equity (including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in equity or at law).



     We are members of the Bar of the State of Illinois and our opinions herein
are limited to matters of the laws of the State of Illinois and the federal law
of the United States, and we express no opinions regarding federal securities
law or the law of other state jurisdictions. With respect to matters involving
Guarantors incorporated outside the State of Illinois, we have assumed for
purposes of this opinion that the laws of the State of Illinois were applicable.

     We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement filed by the Company to register the Common Stock under
the Act and to the reference to our Firm under the caption "Legal Matters" in
the prospectus constituting a part of such Registration Statement. In giving
such consent, we do not hereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

     A copy of this opinion may be delivered to Bodman LLP in connection with
its opinion filed as Exhibit 5.1 to the Registration Statement and Bodman LLP
may rely on this opinion as if it were addressed and had been delivered by us to
it on the date hereof.

                                        Very truly yours,

                                        SCHMIEDESKAMP, ROBERTSON, NEU & MITCHELL


                                        /s/ William M. McCleery, Jr.
                                        ----------------------------------------
                                        By: William M. McCleery, Jr.



                              SCHEDULE I TO OPINION

                                   GUARANTORS



                                            JURISDICTION OF   PERCENTAGE OF
NAME OF SUBSIDIARY                           INCORPORATION      OWNERSHIP
- ------------------                          ---------------   -------------
                                                        
Titan Marketing Services, Inc.                  Illinois           100%
Titan Wheel Corporation of Illinois             Illinois           100%
Titan Wheel Corporation of Iowa                   Iowa             100%
Titan Wheel Corporation of South Carolina    South Carolina        100%
Titan Wheel Corporation of Virginia             Virginia           100%
Titan Investment Corporation                    Illinois           100%
Titan Tire Corporation                          Illinois           100%
Titan Tire Corporation of Bryan                   Ohio             100%
Titan Tire Corporation of Freeport              Illinois           100%
Titan Tire Corporation of Natchez              Mississippi         100%
Titan Tire Corporation of Texas                   Texas            100%
Titan Distribution, Inc.                        Illinois           100%
Dyneer Corporation                              Delaware           100%
Dico, Inc.                                      Delaware           100%
Automotive Wheels, Inc.                        California          100%
Nieman's, Ltd.                                    Iowa             100%

EX-8.1

                                                                     EXHIBIT 8.1

    OPINION OF BODMAN LLP RE MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

                             [BODMAN LLP LETTERHEAD]

April 3, 2007

Titan International, Inc.
2701 Spruce Street
Quincy, IL 62301

Ladies and Gentlemen:

     We are acting as special counsel for Titan International, Inc., an Illinois
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission of a Registration Statement on Form S-4 (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933 (the "Act") of the offer and exchange by the Company (the "Exchange
Offer") of up to $200,000,000 aggregate principal amount of the Company's 8%
Senior Unsecured Notes due 2012 to be registered under the Act (the "New
Notes"), which New Notes will be guaranteed by each of the guarantors named in
Schedule I hereto (the "Guarantors"), for a like principal amount of the
Company's outstanding 8% Senior Unsecured Notes due 2012 (the "Old Notes"),
which Old Notes have also been guaranteed by the Guarantors. The Old Notes were
issued pursuant to an Indenture, dated December 28, 2006 (the "Indenture"),
between the Company and U.S. Bank National Association, as trustee. Unless
otherwise indicated, capitalized terms not defined herein have the meanings set
forth in the Registration Statement.

     In connection with our opinion, we have reviewed (without any independent
verification of the matters set forth therein) the Registration Statement,
including the exhibits thereto, the Indenture and such other documents, records
and instruments that we have deemed necessary or appropriate for purposes of
this opinion. We have relied upon the truth and accuracy at all relevant times
of the facts and statements contained in the Registration Statement and the
Indenture, and have assumed that the Exchange Offer will be consummated in
accordance with all the terms set forth therein and without any waiver of any
material provision thereof.

     Based upon the foregoing, and subject to the assumptions, exceptions,
limitations and qualifications set forth herein and set forth in the discussion
in the Registration Statement under the heading "Material United States Federal
Income Tax Considerations," we hereby confirm that the opinion stated in the
Registration Statement, under the heading "Material United States Federal Income
Tax Considerations," constitutes our opinion as to the material U.S. federal
income tax consequences of the Exchange Offer relevant to holders of the Old
Notes.

     This opinion represents our best judgment regarding the application of
federal income tax laws under the Internal Revenue Code of 1986, as amended,
existing judicial decisions, administrative regulations and published rulings
and procedures. Our opinion is not binding upon the Internal Revenue Service or
the courts, and there is no assurance that the Internal Revenue Service will not
successfully assert a contrary position. This opinion is being delivered prior
to the consummation of the proposed transaction and therefore is prospective and
dependent on future events. No assurance can be given that future legislative,
judicial or administrative changes, on either a prospective or retroactive
basis, or future factual developments, would not adversely affect the accuracy
of the conclusion stated herein. We undertake no responsibility to advise you of
any new developments in the facts or in the application or interpretation of the
federal income tax laws. Furthermore, in the event any one of the facts or
statements or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied upon.

     This opinion addresses only the matters described above, and does not
address any other federal, state, local or foreign tax consequences that may
result from the Exchange Offer, or any other transaction (including any
transaction undertaken in connection with the foregoing).



     We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement filed by the Company to register the New Notes under the
Act and to the reference to us in the prospectus and any prospectus supplements
contained therein under the caption "Material United States Federal Income Tax
Considerations." In giving such consent, we do not hereby admit that we are
included in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

                                        Very truly yours,

                                        BODMAN LLP


                                        /s/ Barbara A. Bowman
                                        ----------------------------------------
                                        By: Barbara A. Bowman, a partner



                              SCHEDULE I TO OPINION

                                   GUARANTORS



                                            JURISDICTION OF   PERCENTAGE OF
NAME OF SUBSIDIARY                           INCORPORATION      OWNERSHIP
- ------------------                          ---------------   -------------
                                                        
Titan Marketing Services, Inc.                  Illinois           100%
Titan Wheel Corporation of Illinois             Illinois           100%
Titan Wheel Corporation of Iowa                   Iowa             100%
Titan Wheel Corporation of South Carolina    South Carolina        100%
Titan Wheel Corporation of Virginia             Virginia           100%
Titan Investment Corporation                    Illinois           100%
Titan Tire Corporation                          Illinois           100%
Titan Tire Corporation of Bryan                   Ohio             100%
Titan Tire Corporation of Freeport              Illinois           100%
Titan Tire Corporation of Natchez              Mississippi         100%
Titan Tire Corporation of Texas                   Texas            100%
Titan Distribution, Inc.                        Illinois           100%
Dyneer Corporation                              Delaware           100%
Dico, Inc.                                      Delaware           100%
Automotive Wheels, Inc.                        California          100%
Nieman's, Ltd.                                    Iowa             100%

EX-12.1

                                                                    EXHIBIT 12.1

                            TITAN INTERNATIONAL, INC.
                    COMPUTATION OF EARNINGS TO FIXED CHARGES
                             (AMOUNTS IN THOUSANDS)



                                                                 Year ended December 31,
                                                   --------------------------------------------------
                                                     2002       2003       2004       2005      2006
                                                   --------   --------   --------   -------   -------
                                                                               
Earnings:
   (Loss) earnings before income taxes Add:        $(44,293)  $(33,668)  $ 15,215   $(2,885)  $ 8,574
      Fixed charges                                  22,178     21,478     16,872     9,411    17,789
      Distributed income of equity investees            185        212        256       914         0
   Deduct:
     (Loss) earnings of equity investees               (519)     2,398      1,278     2,938         0
      Loss on investments                           (12,376)    (2,707)         0         0         0
      Debt termination expense                            0          0     (3,654)        0         0
      Noncash convertible debt conversion charge          0          0          0    (7,225)        0
                                                   --------   --------   --------   -------   -------
Earnings available for fixed charges               $ (9,035)  $(11,669)  $ 34,719   $11,727   $26,363
                                                   ========   ========   ========   =======   =======
Fixed charges:
   Interest expense                                $ 20,565   $ 20,231   $ 16,159   $ 8,617   $17,001
   Interest component of rental expense (a)           1,613      1,247        713       794       788
                                                   --------   --------   --------   -------   -------
Total fixed charges                                $ 22,178   $ 21,478   $ 16,872   $ 9,411   $17,789
                                                   ========   ========   ========   =======   =======
Ratio of earnings to fixed charges (b)                n/a        n/a       2.06       1.25      1.48


(a)  The interest component of rental expense was estimated to be one-fourth of
     lease rental expense.

(b)  Earnings were insufficient to cover fixed charges for the years ended
     December 31, 2002 and 2003, by $31.2 million and $33.1 million,
     respectively.

EX-23.1

                                                                    EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the inclusion in this Registration Statement on Form
S-4 of our report dated February 26, 2007 except for Note 31 as to which the
date is March 21, 2007 relating to the financial statements, management's
assessment of the effectiveness of internal control over financial reporting
and the effectiveness of internal control over financial reporting. We also
consent to the references to us under the headings "Experts" and "Selected
Financial Data" in such Registration Statement.

PricewaterhouseCoopers LLP
St. Louis, MO
April 3, 2007

EX-25.1

                                                                    Exhibit 25.1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

                                                              
            800 Nicollet Mall
         Minneapolis, Minnesota                                    55402
(Address of principal executive offices)                         (Zip Code)



                                  Ann M. Forey
                         U.S. Bank National Association
                              10 West Market Street
                                   Suite 1150
                             Indianapolis, IN 46204
                                 (317) 264-2500
            (Name, address and telephone number of agent for service)

                            Titan International, Inc.
                     (Issuer with respect to the Securities)

                                                          
            Illinois                                              36-3228472
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)



                                                               
       Titan International, Inc.
           2701 Spruce Street
               Quincy, IL                                           62301
(Address of Principal Executive Offices)                         (Zip Code)



                       8% SENIOR UNSECURED NOTES DUE 2012
                       (TITLE OF THE INDENTURE SECURITIES)

================================================================================



                                    FORM T-1

ITEM 1. GENERAL INFORMATION. Furnish the following information as to the
     Trustee.

     a)   Name and address of each examining or supervising authority to which
          it is subject.

          Comptroller of the Currency
          Washington, D.C.

     b)   Whether it is authorized to exercise corporate trust powers.

          Yes

ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
     Trustee, describe each such affiliation.

               None

ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's
     knowledge, the obligor is not in default under any Indenture for which the
     Trustee acts as Trustee.

ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
     statement of eligibility and qualification.

     1.   A copy of the Articles of Association of the Trustee.*

     2.   A copy of the certificate of authority of the Trustee to commence
          business.*

     3.   A copy of the certificate of authority of the Trustee to exercise
          corporate trust powers.*

     4.   A copy of the existing bylaws of the Trustee.*

     5.   A copy of each Indenture referred to in Item 4. Not applicable.

     6.   The consent of the Trustee required by Section 321(b) of the Trust
          Indenture Act of 1939, attached as Exhibit 6.

     7.   Report of Condition of the Trustee as of December 31, 2006 published
          pursuant to law or the requirements of its supervising or examining
          authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration
statement on S-4, Registration Number 333-128217 filed on November 15, 2005.


                                       2



                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Indianapolis, Indiana on the 2nd of April, 2007.


                                        By: /s/ Ann M. Forey
                                            ------------------------------------
                                            Ann M. Forey
                                            Vice President


By: /s/ T. Scott Fesler
    ---------------------------------
    T. Scott Fesler
    Vice President


                                       3



                                    EXHIBIT 6

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated: April 2, 2007


                                        By: /s/ Ann M. Forey
                                            ------------------------------------
                                            Ann M. Forey
                                            Vice President


By: /s/ T.Scott Fesler
    -----------------------------------
    T.Scott Fesler
    Vice President


                                       4



                                    EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2006

                                    ($000'S)


                                                 12/31/2006
                                                ------------
                                             
ASSETS
   Cash and Due  From Depository Institutions   $  8,644,951
   Securities                                     39,699,269
   Federal Funds                                   3,512,083
   Loans & Lease Financing Receivables           141,159,825
   Fixed Assets                                    2,300,043
   Intangible Assets                              12,048,875
   Other Assets                                   10,437,280
                                                ------------
   TOTAL ASSETS                                 $217,802,326

LIABILITIES
   Deposits                                     $135,903,121
   Fed Funds                                      12,316,778
   Treasury Demand Notes                                   0
   Trading Liabilities                               139,984
   Other Borrowed Money                           33,217,524
   Acceptances                                             0
   Subordinated Notes and Debentures               7,384,026
   Other Liabilities                               6,677,926
                                                ------------
   TOTAL LIABILITIES                            $195,639,359

EQUITY
   Minority Interest in Subsidiaries            $  1,544,842
   Common and Preferred Stock                         18,200
   Surplus                                        11,976,937
   Undivided Profits                               8,622,988
                                                ------------
      TOTAL EQUITY CAPITAL                      $ 22,162,967
TOTAL LIABILITIES AND EQUITY CAPITAL            $217,802,326


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION


By: /s/ Ann M. Forey
    --------------------------------
    Vice President

Date: April 2, 2007


                                       5

EX-99.1

                                                                    EXHIBIT 99.1

                              LETTER OF TRANSMITTAL

                            TITAN INTERNATIONAL, INC.

                            OFFER FOR ALL OUTSTANDING
                       8% SENIOR UNSECURED NOTES DUE 2012
                                   IN EXCHANGE
                                       FOR
                       8% SENIOR UNSECURED NOTES DUE 2012
                        WHICH HAVE BEEN REGISTERED UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED
                             (THE "EXCHANGE OFFER")

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ___________,
2007, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY
TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                                       TO:
                 U.S. BANK NATIONAL ASSOCIATION, EXCHANGE AGENT

                                                    
By Mail, By Hand or Overnight Delivery:                By Facsimile for Eligible
     U.S. Bank National Association                          Institutions:
               [Address]                                     (___) ________



                                                      
                                                         For Information, Call:
          Attn: ______________                               (___) _______



     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OR TELEX, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.

     The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. Except as otherwise
provided herein, all signatures on this Letter of Transmittal must be guaranteed
in accordance with the procedures set forth herein. See Instruction 1.

     HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE EXCHANGE OFFER CONSIDERATION
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR
NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

     This Letter of Transmittal is to be used only if 8% Senior Unsecured Notes
due 2012 (the "Securities" or the "Old Notes") of Titan International, Inc., an
Illinois corporation (the "Company"), are to be physically delivered to the
Exchange Agent or delivered by book-entry transfer to the Exchange Agent's
account at The Depository Trust Company ("DTC") (a "Book-Entry Transfer
Facility") pursuant to the book-entry transfer procedures set forth in the
Prospectus of the Company dated _____ 2007 (as the same may be amended or
supplemented from time to time, the "Prospectus") under the heading "The
Exchange Offer -- Procedure for Tendering Outstanding Notes" and "-- Book-Entry
Transfer." See Instruction 2. Delivery of documents to a Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.

     Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other required documents to the Exchange Agent, or who
cannot complete the procedure for book-entry transfer, prior to the Expiration
Date, may nevertheless tender their Old Notes in accordance with the guaranteed
delivery procedures set forth in the Prospectus under the heading "The Exchange
Offer -- Procedure for Tendering Outstanding Notes" and "-- Guaranteed Delivery
Procedures." See Instruction 2.



     All capitalized terms used herein and not otherwise defined herein are used
herein with the meanings ascribed to them in the Prospectus.

     HOLDERS WHO WISH TO TENDER THEIR OLD NOTES MUST, AT A MINIMUM, COMPLETE
COLUMNS (1) THROUGH (3) IN THE BOX BELOW ENTITLED "DESCRIPTION OF SECURITIES
TENDERED" AND SIGN IN THE APPROPRIATE BOX THAT FOLLOWS. If only those columns
are completed, the holder will be deemed to have tendered all the Old Notes,
listed in the table. If a holder wishes to tender less than all of such Old
Notes, column (4) must be completed in full, and such holder should refer to
Instruction 5.

                       DESCRIPTION OF SECURITIES TENDERED



                 (1)                                                (3)                (4)
 NAME(S) AND ADDRESS(ES) OF HOLDER(S)                         TOTAL PRINCIPAL    PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK, EXACTLY AS           (2)              AMOUNT OF      TENDERED (IF LESS
   NAME(S) APPEAR(S) ON SECURITIES      SECURITY NUMBER(S)*     SECURITIES**       THAN ALL)**
- -------------------------------------   -------------------   ---------------   -----------------
                                                                       
   TOTAL:


- ----------
*    Need not be completed by holders tendering by book-entry transfer (see
     below).

**   Completion of column (3) will constitute the tender by you of all
     Securities delivered unless otherwise specified in column (4). See
     Instruction 5.

[ ]  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
     TO THE EXCHANGE AGENT'S ACCOUNT AT A BOOK-ENTRY TRANSFER FACILITY AND
     COMPLETE THE FOLLOWING:

Name of Tendering Institution: _________________________________________________

Account Number: ________________________________________________________________

Transaction Code Number: _______________________________________________________

[ ]  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
     OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s): _______________________________________________

Window Ticket No. (if any): ________________________ Date of Execution of Notice
of Guaranteed Delivery: ________________________________________________________

Name of Institution which Guaranteed Delivery: _________________________________

IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

Account Number: ________________________________________________________________

Transaction Code Number: _______________________________________________________

                     NOTE: SIGNATURES MUST BE PROVIDED BELOW



               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     By execution hereof, the undersigned hereby acknowledges he has received
and reviewed the Prospectus and this Letter of Transmittal relating to the
Company's offer to exchange (the "Exchange Offer") the Old Notes for 8% Senior
Unsecured Notes due 2012 (the "New Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and otherwise upon
the terms and subject to the conditions set forth in the Prospectus. The
undersigned hereby acknowledges that the undersigned will not be entitled to any
payment in respect of accrued and unpaid interest on the Securities tendered
herewith and accepted pursuant to the Exchange Offer.

     Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Securities
indicated above.

     Subject to, and effective upon, the acceptance by the Company of the
principal amount of Securities tendered hereby for exchange pursuant to the
terms of the Exchange Offer, the undersigned hereby irrevocably sells, assigns
and transfers to, or upon the order of, the Company, all right, title and
interest in and to, and any and all claims in respect of or arising or having
arisen as a result of the undersigned's status as a holder of, all Securities
tendered hereby, waives any and all rights with respect to the Securities
tendered hereby (including, without limitation, the undersigned's waiver of any
existing or past defaults and their consequences with respect to the Securities)
and releases and discharges any obligor or parent of any obligor of the
Securities from any and all claims the undersigned may have now, or may have in
the future, arising out of or related to the Securities, including, without
limitation, any claims that the undersigned is entitled to receive additional
principal or interest payments with respect to the Securities or to participate
in any redemption or defeasance of the Securities. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent (with full knowledge
that the Exchange Agent also acts as agent of the Company) as the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Securities, with full power of substitution (such power-of-attorney being deemed
to be an irrevocable power coupled with an interest) to (a) deliver such
Securities, or transfer ownership of such Securities on the account books
maintained by a Book-Entry Transfer Facility, together, in either case, with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Company, (b) present such Securities for transfer on the books of the Company,
and (c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Securities, all in accordance with the terms of the Exchange
Offer.

     The undersigned hereby represents and warrants that (i) the undersigned has
full power and authority to tender, sell, assign and transfer the Securities
tendered hereby, and that when such Securities are accepted for exchange by the
Company, the Company will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
that none of such Securities will be subject to any adverse claim or right; (ii)
the undersigned owns the Securities being tendered hereby and is entitled to
tender such Securities as contemplated by the Exchange Offer, all within the
meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (iii) the undersigned has no arrangement or understanding with
any person to participate in a distribution of New Notes, (iv) if the
undersigned is a broker-dealer, the undersigned acknowledges that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of New Notes received in respect of Old Notes
pursuant to the Exchange Offer and (v) the tender of such Securities complies
with Rule 14e-4. The undersigned, upon request, will execute and deliver all
additional documents deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the sale, assignment and transfer of the Securities
tendered hereby.

     The undersigned understands that tenders of Securities pursuant to any of
the procedures described in the Prospectus under the caption "The Exchange Offer
- -- Procedure for Tendering Outstanding Notes" and in the instructions hereto
will constitute the undersigned's acceptance of the terms and conditions of the
Exchange Offer. The Company's acceptance of such Securities for exchange
pursuant to the terms of the Exchange Offer will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Exchange Offer. The undersigned has read and agrees to all
terms and conditions of the Exchange Offer. Delivery of the enclosed Securities
shall be effected, and risk of loss and title of such Securities shall pass,
only upon proper delivery thereof to the Exchange Agent.



     All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives. SECURITIES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE. See the information set forth under the heading "The Exchange Offer --
Withdrawal Rights" in the Prospectus.

     Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the New Notes with respect to Securities accepted
for exchange, and return any certificates for Securities not tendered or not
accepted for exchange, in the name(s) of the registered holder(s) appearing in
the box entitled "Description of Securities Tendered" (and, in the case of
Securities tendered by book-entry transfer, by credit to the account at the
Book-Entry Transfer Facility designated above). Similarly, unless otherwise
indicated herein in the box entitled "Special Delivery Instructions," please
deliver the New Notes with respect to Securities accepted for exchange, together
with any certificates for Securities not tendered or not accepted for exchange
(and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing in the box entitled "Description of Securities
Tendered." If both the "Special Payment Instructions" box and the "Special
Delivery Instructions" box are completed, please issue the New Notes with
respect to any Securities accepted for exchange, and return any certificates for
Securities not tendered or not accepted for exchange, in the name(s) of, and
deliver such New Notes and any such certificates to, the person(s) at the
address(es) so indicated. Please credit any Securities tendered hereby and
delivered by book-entry transfer, but which are not accepted for exchange, by
crediting the account at the Book-Entry Transfer Facility designated above.


     SPECIAL PAYMENT INSTRUCTIONS             SPECIAL DELIVERY INSTRUCTIONS
   (SEE INSTRUCTIONS 1, 6, 7 AND 8)         (SEE INSTRUCTIONS 1, 6, 7 AND 8)

To be completed ONLY if the payment     To be completed ONLY if certificates for
of accrued and unpaid interest due on   Securities in a principal amount not
the Old Notes accepted for exchange     Tendered or not accepted for exchange,
and/or certificates for Securities in   and/or the certificates representing the
a principal amount not tendered or      New Notes, are to be sent to someone
not accepted for exchange, and/or the   other than the undersigned, or to the
certificates representing the New       undersigned at an address other than
Notes, are to be issued in the name     that shown above.
of someone other than the undersigned
or if Securities delivered by           Deliver: [ ] Securities
book-entry transfer not accepted for             [ ] New Notes to:
purchase are to be returned by credit
to a participant number maintained at   Name: __________________________________
the Book-Entry Transfer Facility                        (Please Print)
other than the participant number
indicated above.                        Address: _______________________________

                                        ________________________________________
Issue: [ ] Securities                             (Including Zip Code)
       [ ] New Notes to:
                                        Please complete the Substitute
Name: _______________________________   Form W-9 below.
               (Please Print)

Address: ____________________________

_____________________________________
         (Including Zip Code)

Wire Transfer Instructions:
_____________________________________

_____________________________________

_____________________________________



Please complete the Substitute Form W-9 below.

                                    SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS OF SECURITIES REGARDLESS OF WHETHER
SECURITIES ARE BEING PHYSICALLY DELIVERED HEREWITH)

x ______________________________________________________________________________

x ______________________________________________________________________________
    Signature(s) of Holder(s) and Authorized Signatory Date: __________, 2007

Must be signed by the registered holder(s) of the Securities tendered hereby
exactly as their name(s) appear(s) on the certificate(s) for such Securities or,
if tendered by a participant in one of the Book-Entry Transfer Facilities,
exactly as such participant's name appears on a security position listing as the
owner of the Securities, or by person(s) authorized to become registered
holder(s) by endorsements and documents transmitted with this Letter of
Transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, agent or other person acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 6.

Name(s): _______________________________________________________________________

________________________________________________________________________________
                                 (Please Print)

Capacity (full title): _________________________________________________________

Address: _______________________________________________________________________

________________________________________________________________________________
                              (Including Zip Code)

Area Code and Telephone No. ____________________________________________________

Tax Identification Number or Social Security Number ____________________________

Wire Transfer Instructions _____________________________________________________

________________________________________________________________________________

SIGNATURE GUARANTEE (See Instructions 1 and 6 below)

________________________________________________________________________________
             (Name of Eligible Institution Guaranteeing Signatures)

________________________________________________________________________________
   (Address (including zip code) and Telephone Number (including area code) of
                              Eligible Institution)

________________________________________________________________________________
                             (Authorized Signature)

________________________________________________________________________________
                                 (Printed Name)

________________________________________________________________________________
                                     (Title)



Date: _____________, 2007

PAYOR'S NAME: TITAN INTERNATIONAL, INC.

                       
       SUBSTITUTE         NAME/ADDRESS:
        FORM W-9

     DEPARTMENT OF        PART 1(A) -- PLEASE PROVIDE    TIN ___________________________
      THE TREASURY        YOUR TIN IN THE BOX AT RIGHT   (Social Security Number or
        INTERNAL          AND CERTIFY BY SIGNING AND     Employer Identification Number)
    REVENUE SERVICE       DATING BELOW

                          PART 1(B) -- PLEASE CHECK THE BOX AT THE RIGHT IF YOU
                          HAVE APPLIED FOR AND ARE AWAITING RECEIPT OF YOUR TIN
                          OR INTEND TO APPLY FOR A TIN IN THE NEAR FUTURE [ ]

                          PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE
                          WRITE "EXEMPT" HERE

                          (SEE INSTRUCTIONS) _________________

  PAYOR'S REQUEST FOR     PART 3 -- CERTIFICATION UNDER PENALTIES OF PERJURY, I
TAXPAYER IDENTIFICATION   CERTIFY THAT (X) the number shown on this form is my
     NUMBER ("TIN")       correct TIN (or I am waiting for a number to be issued
   AND CERTIFICATION      to me), and (Y) I am not subject to backup withholding
                          because: (a) I am exempt from backup withholding, or
                          (b) I have not been notified by the Internal Revenue
                          Service (the "IRS") that I am subject to backup
                          withholding as a result of a failure to report all
                          interest or dividends, or (c) the IRS has notified me
                          that I am no longer subject to backup withholding.


                          SIGNATURE                               DATE
                                    -----------------------------      -----------------



     You must cross out Item (Y) of Part 3 above if you have been notified by
the IRS that you are currently subject to backup withholding because of under
reporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out Item (Y) of Part 3. (Also see Certification under
Specific Instructions in the enclosed Guidelines.)

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
     OF 28 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED "GUIDELINES
     FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9"
     FOR ADDITIONAL DETAILS.

                                  INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
by a commercial bank or trust company having an office or correspondent in the
United States or by any other "Eligible Guarantor Institution" as such term is
defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being
referred to herein as an "Eligible Institution") unless (a) this Letter of
Transmittal is signed by the registered holder of the Securities tendered
herewith (or by a participant in one of the Book-Entry Transfer Facilities whose
name appears on a security position listing as the owner of such Securities) and
neither the "Special Payment Instructions" box nor the "Special Delivery
Instructions" box of this Letter of Transmittal has been completed or (b) such
Securities are tendered for the account of an Eligible Institution. See
Instruction 6.

     2. Delivery of Letter of Transmittal and Securities; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be used only if Securities tendered
hereby are to be physically delivered to Exchange Agent or



delivered by book-entry transfer to the Exchange Agent's account at a Book-Entry
Transfer Facility pursuant to the procedures set forth in the Prospectus under
the heading "The Exchange Offer -- Book-Entry Transfer." All physically tendered
Securities or confirmations of, or an Agent's Message with respect to,
book-entry transfer into the Exchange Agent's account with a Book-Entry Transfer
Facility, together with a properly completed and validly executed Letter of
Transmittal (or facsimile or electronic copy thereof or an electronic agreement
to comply with the terms thereof) and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at one of its
addresses set forth on the cover page hereof prior to the Expiration Date. If
Securities are forwarded to the Exchange Agent in multiple deliveries, a
properly completed and validly executed Letter of Transmittal must accompany
each such delivery. The Company may elect to waive receipt of a written Letter
of Transmittal if delivery is properly effected through a Book-Entry Transfer
Facility.

     If a holder desires to tender Securities pursuant to the Exchange Offer and
(a) certificates representing such Securities are not immediately available, (b)
time will not permit this Letter of Transmittal, certificates representing such
Securities and all other required documents to reach the Exchange Agent prior to
the Expiration Date, or (c) the procedures for book-entry transfer cannot be
completed prior to the Expiration Date, such holder may effect a tender of
Securities in accordance with the guaranteed delivery procedure set forth in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."

     Pursuant to such procedure:

     (a) such tender must be made by or through an Eligible Institution;

     (b) prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution, at one of the addresses of the Exchange Agent
set forth on the cover page hereof, a properly completed and validly executed
Notice of Guaranteed Delivery (by telegram, facsimile, mail or hand delivery)
substantially in the form provided by the Company, setting forth the name and
address of the registered holder and the principal amount or number of
Securities being tendered and stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange trading days after the
date of the Notice of Guaranteed Delivery, this Letter of Transmittal validly
executed (or a facsimile hereof), together with certificates evidencing the Old
Notes (or confirmation of, or an Agent's Message with respect to, book-entry
transfer of such Old Notes into the Exchange Agent's account with a Book-Entry
Transfer Facility), and any other documents required by this Letter of
Transmittal and these instructions, will be deposited by such Eligible
Institution with the Exchange Agent; and

     (c) this Letter of Transmittal or a facsimile hereof, properly completed
and validly executed, with any required signature guarantees, certificates
representing the Securities in proper form for transfer (or confirmation of
book-entry transfer into the Exchange Agent's account with a Book-Entry Transfer
Facility) and all other documents required by this Letter of Transmittal must be
received by the Exchange Agent within three New York Stock Exchange trading days
after the date of such Notice of Guaranteed Delivery.

     THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SECURITIES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, THE MAILING SHOULD BE
MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE, TO PERMIT DELIVERY TO THE
EXCHANGE AGENT PRIOR TO SUCH DATE. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDERS OF SECURITIES WILL BE ACCEPTED. BY EXECUTION OF THIS LETTER OF
TRANSMITTAL (OR A FACSIMILE HEREOF), ALL TENDERING HOLDERS WAIVE ANY RIGHT TO
RECEIVE ANY NOTICE OF THE ACCEPTANCE OF THEIR SECURITIES FOR PAYMENT.

     3. Inadequate Space. If the space provided herein under "Description of
Securities Tendered" is inadequate, the certificate numbers of the Securities
and the principal amount of Securities tendered should be listed on a separate
schedule and attached hereto.

     4. Withdrawal of Tenders. Tenders of Old Notes may be withdrawn at any time
until 5:00 p.m., New York City time, on the Expiration Date. Thereafter, such
tenders are irrevocable.



     Holders who wish to exercise their right of withdrawal with respect to a
Exchange Offer must give written notice of withdrawal, delivered by mail or hand
delivery or facsimile transmission, to the Exchange Agent prior to the
Expiration Date or at such other time as otherwise provided for herein. In order
to be effective, a notice of withdrawal must specify the name of the person who
deposited the Old Notes to be withdrawn (the "Depositor"), the name in which the
Old Notes are registered, if different from that of the Depositor, and the
principal amount of the Old Notes to be withdrawn prior to the physical release
of the certificates to be withdrawn. If tendered Old Notes to be withdrawn have
been delivered or identified through confirmation of book-entry transfer to the
Exchange Agent, the notice of withdrawal also must specify the name and number
of the account at the Book-Entry Transfer Facility to be credited with withdrawn
Old Notes. The notice of withdrawal must be signed by the registered holder of
such Old Notes in the same manner as the applicable Letter of Transmittal
(including any required signature guarantees), or be accompanied by evidence
satisfactory to the Company that the person withdrawing the tender has succeeded
to the beneficial ownership of such Old Notes. Withdrawals of tenders of Old
Notes may not be rescinded, and any Old Notes withdrawn will be deemed not
validly tendered thereafter for purposes of the Exchange Offer. However,
properly withdrawn Old Notes may be tendered again at any time prior to the
Expiration Date by following the procedures for tendering not previously
tendered Old Notes described elsewhere herein.

     If the Company is delayed in its acceptance for conversion and payment for
any Old Notes or is unable to accept for conversion or convert any Old Notes
pursuant to the Exchange Offer for any reason, then, without prejudice to the
Company's rights hereunder, tendered Old Notes may be retained by the Exchange
Agent on behalf of the Company and may not be withdrawn (subject to Rule
13e-4(f)(5) under the Exchange Act, which requires that the issuer making the
tender offer pay the consideration offered, or return the tendered securities,
promptly after the termination or withdrawal of a tender offer), except as
otherwise permitted hereby.

     5. Partial Tenders (Not applicable to holders who tender by book-entry
transfer). Tenders of Securities must be $2,000 in principal amount or any
integral multiples of $1,000 in excess thereof. The aggregate principal amount
of all Securities delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If tenders of Securities are made with
respect to less than the entire principal amount of Securities delivered
herewith, certificate(s) for the principal amount of Securities not tendered
will be issued and sent to the registered holder, unless otherwise specified in
the "Special Payment Instructions" or "Special Delivery Instructions" boxes in
this Letter of Transmittal.

     6. Signatures on Letter of Transmittal; Bond Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the
Securities tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates representing such Securities without
alteration, enlargement or any other change whatsoever. If this Letter of
Transmittal is signed by a participant in one of the Book-Entry Transfer
Facilities whose name is shown on a security position listing as the owner of
the Securities tendered hereby, the signature must correspond with the name
shown on the security position listing as the owner of the Securities.

     If any Securities tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.

     If any Securities tendered hereby are registered in the names of different
holders, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal, and any necessary accompanying documents, as there are
different registrations of such Securities.

     If this Letter of Transmittal is signed by the registered holder of
Securities tendered hereby, no endorsements of such Securities or separate bond
powers are required, unless the New Notes are, or Securities not tendered or not
accepted for exchange, are to be issued in the name of a person other than the
registered holder(s), in which case the Securities tendered hereby must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on such Securities
(and with respect to a participant in a Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Securities, exactly as
the name(s) of the participant(s) appear(s) on such security position listing as
the owner of the Securities). Signatures on such Securities and bond powers must
be guaranteed by an Eligible Institution. See Instruction 1.

     If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Securities tendered hereby, the Securities must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as



the name(s) of the registered holder(s) appear(s) on the certificates
representing such Securities. Signatures on such Securities and bond powers must
be guaranteed by an Eligible Institution. See Instruction 1.

     If this Letter of Transmittal or any Securities or bond powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of such person's authority so to act must be submitted with this
Letter of Transmittal.

     7. Transfer Taxes. Except as otherwise provided in this Instruction 7, the
Company will pay all transfer taxes with respect to the delivery and conversion
of Securities pursuant to the Exchange Offer. If, however, issuance of the New
Notes, or Securities not tendered or not accepted for exchange, are to be issued
in the name of a person other than the registered holder(s), the amount of any
transfer taxes (whether imposed on the registered holder(s), such other person
or otherwise) payable on account of the transfer to such other person must be
paid by such other person unless evidence satisfactory to the Company of the
payment of such taxes, or exemption therefrom, is submitted. Except as provided
in this Instruction 7, it will not be necessary for transfer tax stamps to be
affixed to the Securities tendered hereby.

     8. Special Payment and Delivery Instructions. If the New Notes with respect
to any Securities tendered hereby, or Securities not tendered or not accepted
for exchange, are to be issued in the name of a person other than the person(s)
signing this Letter of Transmittal or to the person(s) signing this Letter of
Transmittal but at an address other than that shown in the box entitled
"Description of Securities Tendered," the appropriate boxes in this Letter of
Transmittal must be completed. All Securities tendered by book-entry transfer
and not accepted for exchange will be returned by crediting the account at the
Book-Entry Transfer Facility designated above as the account from which such
Securities were delivered.

     9. Taxpayer Identification Number. Each tendering holder is required to
provide the Exchange Agent with the holder's correct taxpayer identification
number ("TIN"), generally, the holder's social security or federal employer
identification number, on Substitute Form W-9, which is provided above, and to
certify whether such person is subject to backup withholding of federal income
tax.

     A holder must cross out Item (Y) of Part 3 in the certification box of
Substitute Form W-9 if such holder is subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
holder to 28% federal income tax backup withholding on the reportable payments
made to the holder or other payee with respect to Securities exchanged pursuant
to the Exchange Offer. The box in Part 1(b) of the form should be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 1(b) is checked and
the Exchange Agent is not provided with a TIN within 60 days, thereafter the
Exchange Agent will hold 28% of all reportable payments until a TIN is provided
to the Exchange Agent. Certain holders, such as corporations, are exempt from
backup withholding. An exempt holder should complete Part 1(a) showing the
holder's correct TIN, write "Exempt" in the box in Part 2 and sign and date the
form.

     10. Conflicts. In the event of any conflict between the terms of the
Prospectus and the terms of this Letter of Transmittal, the terms of the
Prospectus will control.

     11. Mutilated, Lost, Stolen or Destroyed Securities. Any holder of
Securities, whose Securities have been mutilated, lost, stolen or destroyed,
should contact the Exchange Agent at the addresses indicated above for further
instructions.

     12. Requests for Assistance or Additional Copies. Requests for assistance
may be directed to the Exchange Agent at its address set forth below or from the
tendering registered holder's broker, dealer, commercial bank or trust company.
Additional copies of the Prospectus, this Letter of Transmittal, the Notice of
Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be obtained from the Exchange
Agent.

     13. Determination of Validity. All questions as to the form of all
documents, the validity (including time of receipt) and acceptance of tenders of
the Old Notes will be determined by the Company, in its sole discretion, the
determination of which shall be final and binding. Alternative, conditional or
contingent tenders of Old Notes will not be considered valid. The Company
reserves the absolute right to reject any or all tenders of Old Notes that are



not in proper form or the acceptance of which, in the Company's opinion, would
be unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. If the
Company waives its right to reject a defective tender of Old Notes, the holder
will be entitled to the New Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in the Letter of
Transmittal) will be final and binding. Any defect or irregularity in connection
with tenders of Old Notes must be cured within such time as the Company
determines, unless waived by the Company. Tenders of Old Notes shall not be
deemed to have been made until all defects and irregularities have been waived
by the Company or cured. None of the Company, the Exchange Agent or any other
person will be under any duty to give notice of any defects or irregularities in
tenders of Old Notes, or will incur any liability to holders for failure to give
any such notice.

                            IMPORTANT TAX INFORMATION

     Under the federal income tax law, a holder whose tendered Securities are
accepted for exchange is required by law to provide the Exchange Agent (as
payor) with such holder's correct TIN on Substitute Form W-9 above. If such
holder is an individual, the TIN is his or her social security number. If the
Exchange Agent is not provided with the correct TIN, a $50 penalty may be
imposed by the Internal Revenue Service, and certain payments may be subject to
backup withholding.

     Certain holders (including, among others, corporations) are not subject to
these backup withholdings and reporting requirements. Exempt holders should
indicate their exempt status on Substitute Form W-9. In order for a foreign
individual to qualify as an exempt recipient, such individual must submit a
statement, signed under penalties of perjury, attesting to such individual's
exempt status. Forms of such statements can be obtained from the Exchange Agent.
See the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for additional instructions.

     If backup withholding applies, the Exchange Agent is required to withhold
28% of any reportable payments made to the holder or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

     To prevent backup withholding on reportable payments made with respect to
securities accepted for conversion pursuant to the Exchange Offer, the holder is
required to notify the Exchange Agent of such holder's correct TIN by completing
the form above, certifying that the TIN provided on the Substitute From W-9 is
correct (or that such holder is awaiting a TIN) and that (a) such holder is
exempt from backup withholding, (b) such holder has not been notified by the
Internal Revenue Service that he is subject to backup withholding as a result of
a failure to report all interest or dividends or (c) the Internal Revenue
Service has notified such holder that such holder is no longer subject to backup
withholding.

WHAT NUMBER TO GIVE THE EXCHANGE AGENT

     The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the holder of the
Securities tendered hereby. If the Securities are held in more than one name or
are not held in the name of the actual owner, consult the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.

The Exchange Agent for the Exchange Offer is:

                         U.S. Bank National Association
                                    [Address]
                                  Attn: _______

              BANKERS AND BROKERS AND OTHERS CALL: (___) _________

EX-99.2

                                                                    EXHIBIT 99.2

                          NOTICE OF GUARANTEED DELIVERY

                                       FOR

                            TITAN INTERNATIONAL, INC.

     This Notice of Guaranteed Delivery or a form substantially equivalent
hereto must be used to accept Titan International, Inc.'s (the "Company") offer
(the "Exchange Offer") to exchange registered 8% Senior Unsecured Notes due 2012
(the "New Notes") for its outstanding 8% Senior Unsecured Notes due 2012 (the
"Old Notes"), if (a) certificates representing the Old Notes are not immediately
available, (b) the procedures for book-entry transfer cannot be completed prior
to the Expiration Date (as defined below), or (c) time will not permit the Old
Notes and all other required documents to reach the Exchange Agent prior to the
Expiration Date. This form may be delivered by a firm which is a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., by a commercial bank or trust company having an office
or correspondent in the United States or by any other "Eligible Guarantor
Institution" as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934 (each such institution being referred to as an "Eligible
Institution") by mail or hand delivery or transmitted, via facsimile, telegram
or telex to the Exchange Agent as set forth below.

     THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
___________, 2007, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF OLD NOTES
MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.

                                       TO:
                 U.S. BANK NATIONAL ASSOCIATION, EXCHANGE AGENT

                                                    
By Mail, By Hand or Overnight Delivery:                By Facsimile for Eligible
     U.S. Bank National Association                          Institutions:
               [Address]                                     (___) ________



                                                      
     Attn: ______________                                For Information, Call:
                                                             (___) ________



     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE TRANSMISSION OR TELEX, OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.

     This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.

     The undersigned hereby submit(s) to the Company, upon the terms and subject
to the conditions set forth in the Company's Prospectus dated ______________,
2007 and the Letter of Transmittal, receipt of which is hereby acknowledged, the
principal amount of Old Notes set forth below, pursuant to the guaranteed
delivery procedures set forth in the Prospectus under the heading "The Exchange
Offer -- Procedure for Tendering Outstanding Notes" and "-- Guaranteed Delivery
Procedures."

     All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.



                            PLEASE SIGN AND COMPLETE

Signature(s) of Registered Holder(s)    Address(es): ___________________________
or Authorized Signatory:
_____________________________________   ________________________________________

_____________________________________   ________________________________________

Name(s) of Registered Holder(s):        Area Code and Telephone No.:
_____________________________________   ________________________________________

_____________________________________   If Old Notes will be delivered by
                                        book-entry transfer, check box below:
_____________________________________
                                        [ ] The Depository Trust Company
Principal Amount of Old Notes
Submitted:                              Account No.: ___________________________

_____________________________________

Certificate No(s). of Old Notes (if
available):

_____________________________________

_____________________________________

Date: _______________, 2007

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of
Old Notes exactly as their name(s) appear(s) on the certificates representing
such Old Notes or on a security position listing as the owner(s) of the Old
Notes, or by person(s) authorized to become registered holder(s) by endorsements
and documents transmitted with this Notice of Guaranteed Delivery. If signature
is by a trustee, guardian, attorney-in-fact, officer of a corporation, executor,
administrator, agent or other representative, such person must provide the
following information.

                      PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s): _______________________________________________________________________

________________________________________________________________________________

Capacity: ______________________________________________________________________

________________________________________________________________________________

Address(es): ___________________________________________________________________

Do not send Old Notes with this form. Old Notes should be sent to the Exchange
Agent, together with a properly completed and validly executed Letter of
Transmittal.



                                    GUARANTEE

                    (Not to be Used for Signature Guarantee)

     The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or a correspondent in the United States or
another "Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, hereby guarantees that, within
three New York Stock Exchange trading days from the date of this Notice of
Guaranteed Delivery, a properly completed and validly executed Letter of
Transmittal (or a facsimile thereof), together with Old Notes submitted hereby
in proper form for transfer (or confirmation of the book-entry transfer of such
Old Notes into the Exchange Agent's account at a Book-Entry Transfer Facility,
pursuant to the procedure for book-entry transfer set forth in the Prospectus
under the heading "The Exchange Offer -- Procedure for Tendering Outstanding
Notes" and "-- Book-Entry Transfer"), and all other required documents will be
deposited by the undersigned with the Exchange Agent at one of its addresses set
forth above.


Name of Firm:                           Authorized Signature:
              -----------------------                         ------------------
Address:                                Name:
         ----------------------------         ----------------------------------
                                        Title:
- -------------------------------------          ---------------------------------

Area Code and Telephone No.:

_____________________________________

Date: ______________, 2007

     DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES MUST BE
MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND VALIDLY
EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

EX-99.3

                                                                    EXHIBIT 99.3

                            TITAN INTERNATIONAL, INC.

                            OFFER FOR ALL OUTSTANDING
                       8% SENIOR UNSECURED NOTES DUE 2012
                                   IN EXCHANGE
                                       FOR
                       8% SENIOR UNSECURED NOTES DUE 2012
                        WHICH HAVE BEEN REGISTERED UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED
                             (THE "EXCHANGE OFFER")

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________,
2007 UNLESS EXTENDED (THE "EXPIRATION DATE"). EXCHANGES OF 8% SENIOR UNSECURED
NOTES DUE 2012 MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.

                                                         _________________, 2007

TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES:

     We are enclosing herewith the material listed below relating to the offer
(the "Exchange Offer") by Titan International, Inc. (the "Company") to exchange
registered 8% Senior Unsecured Notes due 2012 (the "New Notes") for its
outstanding 8% Senior Unsecured Notes due 2012 (the "Old Notes"). Consummation
of the Exchange Offer is subject to, among other things, satisfaction of the
terms and conditions set forth in the Company's Prospectus dated _________, 2007
(as the same may be further amended or supplemented from time to time, the
"Prospectus") under the heading "The Exchange Offer."

     We are asking you to contact your clients for whom you hold Old Notes
registered in your name or in the name of your nominee. In addition, we are
asking you to contact your clients who, to your knowledge, hold Old Notes
registered in their own name.

     Enclosed for your information and use are copies of the following
documents:

          1. The Prospectus;

          2. A BLUE Letter of Transmittal (the "Letter of Transmittal") for your
     use in connection with the submission of Old Notes and for the information
     of your clients;

          3. A YELLOW form of letter that may be sent to your clients for whose
     accounts you hold Old Notes registered in your name or the name of your
     nominee, with space provided for obtaining the clients' instructions with
     regard to the Exchange Offer;

          4. A GREEN form of Notice of Guaranteed Delivery (the "Notice of
     Guaranteed Delivery");

          5. Guidelines for Certification of Taxpayer Identification Number on
     Substitute Form W-9; and

          6. A return envelope addressed to The Bank of New York, the Exchange
     Agent.

     WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE, UNLESS EXTENDED. OLD NOTES SUBMITTED PURSUANT TO THE EXCHANGE
OFFER MAY BE WITHDRAWN, SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS,
AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

     In all cases, New Notes will be issued for Old Notes accepted for exchange
pursuant to the Exchange Offer only after timely receipt by the Exchange Agent
of such Old Notes (or confirmation of, or an Agent's Message with



respect to, book-entry transfer of such Securities into the Exchange Agent's
account at The Depository Trust Company ("DTC")), of a Letter of Transmittal (or
facsimile thereof), properly completed and validly executed, and any other
required documents.

     If holders of Old Notes wish to submit, but it is impracticable for them to
forward their Old Notes or other required documents prior to the Expiration
Date, a submission may be effected by following the guaranteed delivery
procedures described in the Prospectus under the heading "The Exchange Offer --
Procedure for Tendering Outstanding Notes" and "-- Guaranteed Delivery
Procedures."

     Procedures for submitting Old Notes are set forth in the Prospectus under
the caption "The Exchange Offer -- Procedure for Tendering Outstanding Note."
Holders of Old Notes who wish to exchange their Securities must use either the
Letter of Transmittal or a facsimile or electronic copy thereof or an electronic
agreement to comply with the terms thereof. In addition, holders of Old Notes
who are following the procedures for guaranteed delivery set forth in the
Prospectus must use the Notice of Guaranteed Delivery.

     The Company will not pay any fees or commissions to any broker, dealer or
other person in connection with the solicitation of submissions of the Old Notes
pursuant to the Prospectus. However, the Company will reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to your clients. The Company will pay or cause to be paid any
transfer taxes payable with respect to the transfer of Old Notes to it, except
as otherwise provided in Instruction 7 of the Letter of Transmittal.

     Any inquiries you may have with respect to the Exchange Offer should be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Exchange Agent at its address and telephone number set forth on the
cover page of the Letter of Transmittal.

                                        Very truly yours,

                                        Titan International, Inc.

     NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE EXCHANGE AGENT,
OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS
CONTAINED THEREIN.

EX-99.4

                                                                    EXHIBIT 99.4

                            TITAN INTERNATIONAL, INC.

                            OFFER FOR ALL OUTSTANDING
                       8% SENIOR UNSECURED NOTES DUE 2012
                                   IN EXCHANGE
                                       FOR
                       8% SENIOR UNSECURED NOTES DUE 2012
                        WHICH HAVE BEEN REGISTERED UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED
                             (THE "EXCHANGE OFFER")

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ___________,
2007, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY
TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                                                                __________, 2007

TO OUR CLIENTS:

     Enclosed for your consideration is the Prospectus dated ____ 2007 (as the
same may be further amended or supplemented from time to time, the "Prospectus")
and a related form of Letter of Transmittal and instructions thereto (the
"Letter of Transmittal") relating to the offer (the "Exchange Offer") by Titan
International, Inc. (the "Company") to exchange registered 8% Senior Unsecured
Notes due 2012 (the "New Notes") for its outstanding 8% Senior Unsecured Notes
due 2012 (the "Old Notes").

     WE ARE THE REGISTERED HOLDER OF OLD NOTES HELD BY US FOR YOUR ACCOUNT. A
SUBMISSION OF ANY SUCH OLD NOTES CAN BE MADE ONLY BY US AS THE REGISTERED HOLDER
AND PURSUANT TO YOUR INSTRUCTIONS. THE BLUE LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO SUBMIT OLD NOTES
HELD BY US FOR YOUR ACCOUNT.

     Accordingly, we request instructions as to whether you wish us to submit
any or all of the Old Notes held by us for your account pursuant to the terms
and conditions set forth in the Prospectus and the Letter of Transmittal. We
urge you to read the Prospectus and the Letter of Transmittal carefully before
instructing us to submit your Old Notes.

     Your instructions to us should be forwarded as promptly as possible in
order to permit us to submit Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on the Expiration Date, unless extended. Old Notes submitted
pursuant to the Exchange Offer may be withdrawn, subject to the procedures
described in the Prospectus, at any time prior 5:00 p.m., New York City time, on
the Expiration Date.

     Your attention is directed to the following:

          1. The Exchange Offer is for all outstanding Old Notes.

          2. Holders who submit their Old Notes in the Exchange Offer will not
     be entitled to receive any payment in respect of accrued and unpaid
     interest on Old Notes accepted for exchange through the Expiration Date.

          3. Any transfer taxes incident to the transfer of Old Notes from the
     submitting holder to the Company will be paid by the Company, except as
     provided in the Prospectus and the instructions to the Letter of
     Transmittal.

     If you wish to have us submit any or all of the Old Notes held by us for
your account, please so instruct us by completing, executing and returning to us
the instruction form that follows.



                          INSTRUCTIONS WITH RESPECT TO
                               THE EXCHANGE OFFER

     The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of Titan
International, Inc.

     This will instruct you whether to tender the principal amount of Old Notes
indicated below held by you for the account of the undersigned pursuant to terms
of and conditions set forth in the Prospectus and the Letter of Transmittal.

[ ]  Please tender the Old Notes held by you for my account.

[ ]  Please do not tender any Old Notes held by you for my account.

Date: ____________, 2007


                                        ----------------------------------------


                                        ----------------------------------------
                                        Signature(s)*

                                        ----------------------------------------
                                        Please print name(s) here

                                        ----------------------------------------

Principal Amount of Old Notes           ----------------------------------------
to be Submitted:
                                        ----------------------------------------
$__________________                     Please type or print address

                                        ----------------------------------------
                                        Area code and telephone number

                                        ----------------------------------------
                                        Taxpayer Identification or
                                        Social Security Number

                                        ----------------------------------------
                                        My account number with you

- ----------
*    UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNER(S)
     SHALL CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO SUBMIT ALL OLD NOTES OF
     SUCH BENEFICIAL OWNER(S).