form10k.htm

The Company adopted a business conduct policy, which is applicable to directors, officers and employees. The Company has also adopted corporate governance guidelines. The business conduct policy and corporate governance guidelines are available under the investor information category of the Company’s website, www.titan-intl.com. The Company intends to satisfy disclosure requirements regarding amendments to or waivers from its business conduct policy by posting such information on its website. A printed copy of the business conduct policy and corporate governance guidelines are available, without charge, by writing to: Titan International, Inc., c/o Corporate Secretary, 2701 Spruce Street, Quincy, IL 62301.

ITEM 11 – EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the Company’s 2011 Proxy Statement under the caption “Compensation of Executive Officers.”

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except for the information concerning equity compensation plans, the information required by this item is incorporated by reference to the Company’s 2011 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.”

The following table provides information about shares of Titan common stock that may be issued under Titan’s equity compensation plans, as of December 31, 2010:

Plan Category	(i) Number of securities to be issued upon exercise of outstanding options, warrants and rights			(ii) Weighted-average exercise price of outstanding options, warrants and rights		(iii) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (i))
Equity compensation plans approved by security holders		829,224	(a)		13.75		722,782
Equity compensation plans not approved by security holders		0			n/a		0
Total		829,224			13.75		722,782

(a)	Amount includes outstanding stock options under the Company’s 1994 Non-Employee Director Stock Option Plan and 2005 Equity Incentive Plan.

For additional information regarding the Company’s stock option plans, please see Note 21 of the Company’s Notes to Consolidated Financial Statements.

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to the Company’s 2011 Proxy Statement under the caption “Related Party Transactions” and “Corporate Governance” and also appears in Note 25 of the Company’s Notes to Consolidated Financial Statements.

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated by reference to the Company’s 2011 Proxy Statement under the caption “Audit and Other Fees.”

PART IV

ITEM 15 –	EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) 1.	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

	Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008	F-3

	Consolidated Balance Sheets at December 31, 2010 and 2009	F-4

	Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2008, 2009 and 2010	F-5

	Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008	F-6

	Notes to Consolidated Financial Statements	F-7 through F-37

2.	Financial Statement Schedule

	Schedule II – Valuation Reserves	S-1

3.	Exhibits

	The accompanying Exhibit Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TITAN INTERNATIONAL, INC.
	(Registrant)

Date:	February 23, 2011	By:	/s/ MAURICE M. TAYLOR JR.
			Maurice M. Taylor Jr.
			Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2011.

Signatures	Capacity

/s/ MAURICE M. TAYLOR JR.	Chairman and Chief Executive Officer
Maurice M. Taylor Jr.	(Principal Executive Officer)


/s/ PAUL G. REITZ	Chief Financial Officer
Paul G. Reitz	(Principal Financial Officer and
	Principal Accounting Officer)

/s/ J. MICHAEL A. AKERS	Director
J. Michael A. Akers

/s/ ERWIN H. BILLIG	Director
Erwin H. Billig

/s/ RICHARD M. CASHIN JR.	Director
Richard M. Cashin Jr.

/s/ ALBERT J. FEBBO	Director
Albert J. Febbo

/s/ MITCHELL I. QUAIN	Director
Mitchell I. Quain

/s/ ANTHONY L. SOAVE	Director
Anthony L. Soave

TITAN INTERNATIONAL, INC.

Exhibit Index

Annual Report on Form 10-K

Exhibit
No.	DESCRIPTION
3.1 (a)	Amended Restated Articles of Incorporation of the Company
3.2 (b)	Bylaws of the Company
4.1 (c)	Indenture between the Company and U.S. Bank National Association dated December 28, 2006
4.2 (d)	First Supplemental Indenture dated September 14, 2010 to December 28, 2006 Indenture between the Company and U.S. Bank National Association
4.3 (e)	Indenture between the Company and U.S. Bank National Association dated December 21, 2009
4.4 (d)	Indenture between the Company and U.S. Bank National Association dated October 1, 2010
10.1 (f)	1994 Non-Employee Director Stock Option Plan
10.2 (g)	2005 Equity Incentive Plan
10.3 (h)	Amended and Restated Credit Agreement among the Company and Bank of America, N.A. dated as of January 30, 2009
10.4 (i)	First Amendment to Amended and Restated Credit Agreement dated as of September 9, 2010
10.5 (j)	Second Amendment to Amended and Restated Credit Agreement dated as of January 7, 2011
10.6 (j)	Form of Exchange Agreement for 5.625% Convertible Senior Subordinated Notes due 2017
10.7 (k)	Maurice M. Taylor, Jr. Employment Agreement
10.8 (k)	Kent W. Hackamack Employment Agreement
10.9 (k)	Cheri T. Holley Employment Agreement
10.10*	Maurice M. Taylor, Jr. Employment Agreement Amendment
10.11 (a)	Trademark License Agreement with The Goodyear Tire & Rubber Company **
10.12 (a)	Supply Agreement with Deere & Company – August 2006 **
10.13 (a)	Supply Agreement with Deere & Company – April 2008 **
10.14*	Wheel Purchase Agreement with Deere & Company – November 2010 **
10.15*	Purchase Agreement – Latin America between The Goodyear Tire & Rubber Company and Titan Tire Corporation dated December 13, 2010
10.16 *	Put Option between The Goodyear Tire & Rubber Company, Goodyear Dunlop Tires France SA and Titan Tire Corporation dated December 13, 2010
21*	Subsidiaries of the Registrant
23*	Consent of Independent Registered Public Accounting Firm
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith

** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

(a)	Incorporated by reference to the same numbered exhibit contained in the Company’s Form 10-Q for the quarterly period ended September 30, 2010 (No. 1-12936).

(b)	Incorporated by reference to the same numbered exhibit contained in the Company’s Registration Statement on Form S-4 (No. 33-69228).

(c)	Incorporated by reference to the same numbered exhibit contained in the Company’s Form S-4 (No. 333-141865).

(d)	Incorporated by reference to the same numbered exhibit contained in the Company’s Current Report on Form 8-K filed October 5, 2010. (No. 1-12936).

(e)	Incorporated by reference to the same numbered exhibit contained in the Company’s Current Report on Form 8-K filed on December 21, 2009 (No. 1-12936).

(f)	Incorporated by reference to the Company’s Registration Statement on Form S-3 (No. 333-61743).

(g)	Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed on March 30, 2005.

(h)	Incorporated by reference to the same numbered exhibit contained in the Company’s Form 10-K for the year ended December 31, 2009 (No 1-12936).

(i)	Incorporated by reference to the same numbered exhibit contained in the Company’s Current Report on Form 8-K filed on September 9, 2010 (No. 1-12936).

(j)	Incorporated by reference to the same numbered exhibit contained in the Company’s Current Report on Form 8-K filed on January 7, 2011 (No. 1-12936).

(k)	Incorporated by reference to the same numbered exhibit contained in the Company’s Form 10-Q for the quarterly period ended June 30, 2006 (No. 1-12936).

Management’s Responsibility for Financial Statements

Management is responsible for the preparation of the Company’s consolidated financial statements included in this annual report on Form 10-K. Management believes that the consolidated financial statements fairly reflect the Company’s financial 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, 2010, 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, 2010, 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 evaluation, management concluded the Company maintained effective internal control over financial reporting as of December 31, 2010.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2010, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is presented in this Annual Report on Form 10-K.

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors

and Stockholders of

Titan International, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index under Item 15(a)(1) present fairly, in all material respects, the financial position of Titan International Inc. and its subsidiaries at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal cont rol over financial reporting as of December 31, 2010 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing on page F-1. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards re quire that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits p rovide 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 only in accordance wi th 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.

/s/ PricewaterhouseCoopers LLP

St. Louis, MO

February 23, 2011

F-2

TITAN INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except per share data)

	Year ended December 31,
	2010			2009			2008
Net sales	$	881,591		$	727,599		$	1,036,700
Cost of sales		767,662			671,634			896,986
Gross profit		113,929			55,965			139,714
Selling, general and administrative expenses		57,565			46,734			53,661
Research and development expenses		6,317			8,850			3,490
Royalty expense		9,263			7,573			9,242
Noncash goodwill impairment charge		0			11,702			0
Income (loss) from operations		40,784			(18,894	)		73,321
Interest expense		(26,667	)		(16,246	)		(15,122	)
Gain (loss) on note repurchase		(14,573	)		1,398			0
Noncash Titan Europe Plc charge		0			0			(37,698	)
Other income		1,105			1,740			2,509
Income (loss) before income taxes		649			(32,002	)		23,010
Income tax provision (benefit)		291			(7,357	)		9,673
Net income (loss)	$	358		$	(24,645	)	$	13,337
Earnings (loss) per common share:
Basic	$	.01		$	(.71	)	$	.39
Diluted		.01			(.71	)		.38
Average common shares and equivalents outstanding:
Basic		34,896			34,708			34,410
Diluted		35,391			34,708			34,838

See accompanying Notes to Consolidated Financial Statements.

F-3

TITAN INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share data)

	December 31,
Assets	2010			2009
Current assets
Cash and cash equivalents	$	239,500		$	229,182
Accounts receivable (net of allowance of $3,889 and $3,958, respectively)		89,004			67,513
Inventories		127,982			110,136
Deferred income taxes		12,791			11,108
Prepaid and other current assets		18,663			27,277
Total current assets		487,940			445,216

Property, plant and equipment, net		248,054			254,461
Deferred income taxes		0			7,253
Other assets		51,476			29,533

Total assets	$	787,470		$	736,463

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	35,281		$	24,246
Other current liabilities		57,072			45,826
Total current liabilities		92,353			70,072

Long-term debt		373,564			366,300
Deferred income taxes		1,970			0
Other long-term liabilities		41,268			38,138
Total liabilities		509,155			474,510

Commitments and contingencies: Notes 12, 22 and 23

Stockholders’ equity
Common stock (no par, 120,000,000 shares authorized, 37,475,288 issued)		30			30
Additional paid-in capital		300,540			299,519
Retained earnings		16,028			16,377
Treasury stock (at cost, 2,108,561 and 2,214,347 shares, respectively)		(19,324	)		(20,274	)
Treasury stock reserved for contractual obligations		(1,917	)		(5,393	)
Accumulated other comprehensive loss		(17,042	)		(28,306	)
Total stockholders’ equity		278,315			261,953

Total liabilities and stockholders’ equity	$	787,470		$	736,463

See accompanying Notes to Consolidated Financial Statements.

F-4

TITAN INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(All amounts in thousands, except share data)

	Number of common shares		Common Stock		Additional paid-in capital			Retained earnings			Treasury stock			Treasury stock reserved for contractual obligations			Accumulated other comprehensive income (loss)			Total
Balance January 1, 2008		#34,183,484	$	30	$	303,908		$	29,012		$	(29,384	)	$	0		$	(31,044	)	$	272,522

Comprehensive income (loss):
Net income									13,337												13,337
Noncash Titan Europe Plc charge																		14,249			14,249
Pension liability adjustments, net of tax																		(17,964	)		(17,964	)
Comprehensive income																					9,622
Dividends paid on common stock									(623	)											(623	)
Noncash Titan Europe Plc charge						(10,471	)														(10,471	)
Cash paid for fractional shares resulting from stock split						(70	)														(70	)
Exercise of stock options		313,463				5,389						2,278									7,667
Issuance of treasury stock for funding contractual obligations on employee contracts		512,640				898						4,603			(5,501	)					0
Issuance of treasury stock under 401(k) plan		22,097				370						171									541
Balance December 31, 2008		35,031,684		30		300,024			41,726			(22,332	)		(5,501	)		(34,759	)		279,188

Comprehensive income (loss):
Net loss									(24,645	)											(24,645	)
Pension liability adjustments, net of tax																		5,538			5,538
Unrealized gain on investment, net of tax																		915			915
Comprehensive loss																					(18,192	)
Dividends paid on common stock									(704	)											(704	)
Exercise of stock options		170,000				(384	)					1,526									1,142
Contractual obligation transactions						(7	)								108						101
Issuance of treasury stock under 401(k) plan		59,257				(114	)					532									418
Balance December 31, 2009		35,260,941		30		299,519			16,377			(20,274	)		(5,393	)		(28,306	)		261,953

Comprehensive income:
Net income									358												358
Pension liability adjustments, net of tax																		710			710
Unrealized gain on investment, net of tax																		10,554			10,554
Comprehensive income																					11,622
Dividends paid on common stock									(707	)											(707	)
Exercise of stock options		56,250				(220	)					505									285
Stock-based compensation						201															201
Contractual obligation transactions						999									3,476						4,475
Issuance of treasury stock under 401(k) plan		49,536				41						445									486
Balance December 31, 2010		#35,366,727	$	30	$	300,540		$	16,028		$	(19,324	)	$	(1,917	)	$	(17,042	)	$	278,315

See accompanying Notes to Consolidated Financial Statements.

F-5

TITAN INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands)

	Year ended December 31,
Cash flows from operating activities:	2010			2009			2008
Net income (loss)	$	358		$	(24,645	)	$	13,337
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		37,567			34,296			30,368
Deferred income tax provision		1,476			(2,950	)		13,987
(Gain) loss on note repurchase		14,573			(1,398	)		0
Noncash goodwill impairment charge		0			11,702			0
Noncash Titan Europe Plc charge		0			0			24,504
Stock-based compensation		201			0			0
Excess tax benefit from stock options exercised		0			0			(4,131	)
Issuance of treasury stock under 401(k) plan		486			418			541
(Increase) decrease in assets:
Accounts receivable		(21,491	)		59,018			(28,137	)
Inventories		(17,846	)		37,170			(19,258	)
Prepaid and other current assets		8,614			(5,615	)		(3,823	)
Other assets		91			(2,031	)		575
Increase (decrease) in liabilities:
Accounts payable		11,035			(41,301	)		21,555
Other current liabilities		11,426			(462	)		6,393
Other liabilities		4,221			8,111			(4,741	)
Net cash provided by operating activities		50,711			72,313			51,170

Cash flows from investing activities:
Capital expenditures		(28,854	)		(39,537	)		(79,953	)
Acquisition of shares of Titan Europe Plc		0			(2,399	)		0
Other		106			1,042			104
Net cash used for investing activities		(28,748	)		(40,894	)		(79,849	)

Cash flows from financing activities:
Proceeds from borrowings		200,000			172,500			0
Repurchase of senior notes		(206,166	)		(4,726	)		0
Proceeds (payment) on revolving credit facility, net		0			(25,000	)		25,000
Proceeds from exercise of stock options		285			1,142			3,536
Excess tax benefit from stock options exercised		0			0			4,131
Payment of financing fees		(5,057	)		(7,107	)		(70	)
Dividends paid		(707	)		(704	)		(585	)
Net cash provided by (used for) financing activities		(11,645	)		136,105			32,012

Net increase in cash and cash equivalents		10,318			167,524			3,333
Cash and cash equivalents, beginning of year		229,182			61,658			58,325
Cash and cash equivalents, end of year	$	239,500		$	229,182		$	61,658

See accompanying Notes to Consolidated Financial Statements.

F-6

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 manuf acturers (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. Investments of less than 20% of publicly traded entities are carried at fair value in accordance with Accounting Standards Codification (ASC) 320 Investments – Debt and Equity Securities. The Company has considered the applicable guidance in ASC 323 Investments – Equity Method and Joint Ventures and has concluded that the Company’s 22.9% investment in Titan Europe Plc should be accounted for as an available-for-sale security and recorded at fair value in accordance with ASC 320 Investments – Debt and Equity Securities. The Company has determined after considering the facts and circumstances relating to the investment that the equity method of accounting is not a ppropriate as the Company does not have significant influence over Titan Europe Plc. All significant intercompany accounts and transactions have been eliminated.

Stock split

In June 2008, Titan’s Board of Directors approved a five-for-four stock split. Titan executed a five-for-four stock split that became effective August 15, 2008, for stockholders of record on July 31, 2008. The Company gave five shares for every four shares held as of the record date. Stockholders received one additional share for every four shares owned as of the record date and received cash in lieu of fractional shares. All share and per share data, except shares authorized, have been adjusted to reflect the effect of the stock split for all periods presented.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method in 2010 for approximately 64% of inventories and the last-in, first-out (LIFO) method for approximately 36% 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.

Deferred financing costs

Deferred financing costs are costs incurred in connection with the Company’s revolving credit facility, 7.875% senior secured notes, 8% senior unsecured notes and 5.625% convertible senior subordinated notes. The deferred financing costs associated with each of the debt facilities are being amortized over the life of the debt. Amortization of deferred financing costs for the debt facilities approximates the effective interest rate method.

F-7

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Interest is capitalized on fixed asset projects which are constructed over a period of time. The amount of interest capitalized is determined by applying a weighted average interest rate to the average amount of accumulated expenditures for the asset during the period. The interest rate used is based on the rates applicable to borrowings outstanding during the period.

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 8% senior unsecured notes due January 2012, 7.875% senior secured notes due 2017 and 5.625% convertible senior subordinated notes due 2017 are the only significant financial instruments of the Company with a fair value different from the recorded value. At December 31, 2010, the fair value of the 8% senior unsecured notes due January 2012, based on market prices obtained through independent pricing sources, was approximately $1.2 million, compared to a carrying value of $1.1 million. At December 31, 2010, the f air value of the 7.875% senior secured notes due 2017, based on market prices obtained through independent pricing sources, was approximately $213.0 million, compared to a carrying value of $200.0 million. At December 31, 2010, the fair value of the 5.625% convertible senior subordinated notes due 2017, based on market prices obtained through independent pricing sources, was approximately $362.9 million, compared to a carrying value of $172.5 million.

Available-for-sale securities

The Company has an investment in Titan Europe Plc that was valued at $22.7 million as of December 31, 2010, representing a 22.9% ownership position, at that time. Titan Europe Plc is publicly traded on the AIM market in London, England. The investment in Titan Europe Plc is included as a component of other assets on the Consolidated Balance Sheets. The Company has considered the applicable guidance in ASC 323 Investments – Equity Method and Joint Ventures and has concluded that the Company’s investment in Titan Europe Plc should continue to be accounted for as an available-for-sale security and recorded at fair value in accordance with ASC 320 Investments – Debt and Equity Securities as the Company does not have significant influence over Titan Europe Plc. In accordance with AS C 320, the Company records the Titan Europe Plc investment as an available-for-sale security and reports this investment at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Should the fair value decline below the cost basis, the Company would be required to determine if this decline is other than temporary. If the decline in fair value were judged to be other than temporary, an impairment charge would be recorded. Declared dividends on this investment are recorded in income as a component of other income. See Note 6 for additional information.

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.

F-8

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign currency translation

The financial statements of the Company’s foreign subsidiaries are translated to United States currency in accordance with ASC 830 Foreign Currency Matters. 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 2010, the Company’s investment in Titan Europe Plc was classified as available-for-sale securities and this investment is included as a component of other assets on the Consolidated Balance Sheets. Gains and losses that result from foreign currency transactions are included in the accompanying co nsolidated statements of operations.

Impairment of goodwill

The Company reviews goodwill for impairment during the fourth quarter of each annual reporting period, and whenever events and circumstances indicate that the carrying values may not be recoverable. In the fourth quarter of 2009, the Company recorded a noncash charge for the impairment of goodwill of $11.7 million on both a pre-tax and after-tax basis. The charge was associated with the reporting units of the Company’s agricultural ($6.9 million), earthmoving/construction ($3.6 million), and consumer ($1.2 million) segments. The Company had no remaining goodwill after the impairment. See Note 8 for additional information.

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 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 (SG&A) expense is comprised primarily of sales commissions, marketing expense, selling and administrative wages, information system costs, legal fees, bank charges, audit fees, 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. R&D costs were $6.3 million, $8.9 million and $3.5 million for the years of 2010, 2009 and 2008, respectively. The additional R&D costs recorded during the past two years primarily related to the Giant OTR products.

Advertising

Advertising expenses are included in SG&A expense and are expensed as incurred. Advertising costs were approximately $2 million for each of the years ended December 31, 2010, 2009 and 2008.

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. See Note 10 for additional information.

F-9

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 5.625% convertible senior subordinated notes.

Cash equivalents

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 $23.7 million, $16.7 million and $16.6 million for interest in 2010, 2009 and 2008, respectively.

Income taxes paid

Titan paid $0.2 million, $0.4 million and $8.0 million for income taxes in 2010, 2009 and 2008, respectively.

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, 2010, the Company has two stock-based compensation plans, which are described in Note 21. Compensation expense for stock-based compensation is recognized over the requisite service period at the estimated fair value of the award at the grant date. In 2010, the Company granted 494,938 stock options. The Company granted no stock options in 2009 or 2008.

Reclassification

Certain amounts from prior years have been reclassified to conform to the current year’s presentation.

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.

F-10

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recently issued accounting standards

Fair Value Measurements and Disclosures

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements.” This guidance requires new disclosures for transfers in and out of Level 1 and Level 2 fair value measurements. This guidance requires separate presentation about purchases, sales, issuances, and settlements for activity in Level 3 fair value measurements. ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The guidance for new disclosures and clarifications of existing disclosures was effective for reporting periods beginning after Decemb er 15, 2009. The adoption of this part of the guidance had no material effect on the Company’s financial position, results of operations or cash flows. The guidance related to presentation of Level 3 fair value measurements is effective for fiscal years beginning after December 15, 2010. The adoption of this part of the guidance is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

Receivables

In July 2010, FASB issued ASU No. 2010-20, “Receivables (Topic 310) – Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” This guidance amends Topic 310 to improve the disclosures that an entity provides about the credit quality of its financing receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to disaggregate by portfolio segment or class certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses. The disclosures as of the end of a reporting period were effective for reporting periods ending on or after December 15, 2010. The adoption of this part of the guidance had no material effect on the Company 217;s financial position, results of operations or cash flows. The disclosures about activity that occurs during a reporting period are effective for reporting periods beginning on or after December 15, 2010. The adoption of this part of the guidance is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

Business Combinations

In December 2010, FASB issued ASU No. 2010-29, “Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations.” This update addresses diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amo unt of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of this guidance is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

F-11

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	ACCOUNTS RECEIVABLE

Accounts receivable at December 31, 2010 and 2009, consisted of the following (amounts in thousands):

	2010			2009
Accounts receivable	$	92,893		$	71,471
Allowance for doubtful accounts		(3,889	)		(3,958	)
Accounts receivable, net	$	89,004		$	67,513

3.	INVENTORIES

Inventories at December 31, 2010 and 2009, consisted of the following (amounts in thousands):

	2010			2009
Raw material	$	56,414		$	44,336
Work-in-process		16,860			21,378
Finished goods		59,680			46,067
		132,954			111,781
Adjustment to LIFO basis		(4,972	)		(1,645	)
	$	127,982		$	110,136

Included in the above inventory balances at year-end 2010 and 2009 are reserves for slow-moving and obsolete inventory of $7.4 million and $2.3 million, respectively. The increase in the reserve for slow-moving and obsolete inventory was the result of recording a reserve for certain large earthmoving/construction tires.

4.	PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets at December 31, 2010 and 2009, consisted of the following (amounts in thousands):

	2010		2009
Prepaid supplies	$	14,056	$	14,019
Prepaid income taxes		0		3,514
Other		4,607		9,744
	$	18,663	$	27,277

F-12

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.	PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at December 31, 2010 and 2009, consisted of the following (amounts in thousands):

	2010			2009
Land and improvements	$	3,061		$	2,993
Buildings and improvements		98,233			97,238
Machinery and equipment		383,231			359,244
Tools, dies and molds		84,134			77,926
Construction-in-process		8,741			16,383
		577,400			553,784
Less accumulated depreciation		(329,346	)		(299,323	)
	$	248,054		$	254,461

Depreciation related to property, plant and equipment for the years 2010, 2009 and 2008 totaled $35.2 million, $31.7 million, and $27.5 million, respectively.

6.	INVESTMENT IN TITAN EUROPE

Investment in Titan Europe Plc at December 31, 2010 and 2009, consisted of the following (amounts in thousands):

		2010				2009
Investment in Titan Europe Plc		$	22,693			$	6,456

Titan Europe Plc is publicly traded on the AIM market in London, England. The Company’s investment in Titan Europe represents a 22.9% ownership percentage. The Company has considered the applicable guidance in ASC 323 Investments – Equity Method and Joint Ventures and has concluded that the Company’s investment in Titan Europe Plc should be accounted for as an available-for-sale security and recorded at fair value in accordance with ASC 320 Investments – Debt and Equity Securities as the Company does not have significant influence over Titan Europe Plc. The investment in Titan Europe Plc is included as a component of other assets on the Consolidated Condensed Balance Sheets. Titan’s cost basis in Titan Europe is $5.0 million. Titan’s accumulated oth er comprehensive income includes a gain on the Titan Europe Plc investment of $11.5 million, which is net of tax of $6.2 million. The increased value in the Titan Europe Plc investment at December 31, 2010, was due primarily to a higher publicly quoted Titan Europe Plc market price.

7.	OTHER ASSETS

Other assets at December 31, 2010 and 2009, consisted of the following (amounts in thousands):

	2010		2009
Investment in Titan Europe Plc	$	22,693	$	6,456
Investments for management contractual obligations		11,168		5,869
Deferred financing costs		10,410		9,084
Other		7,205		8,124
	$	51,476	$	29,533

The higher balance in other assets primarily related to investment in Titan Europe Plc, which increased to $22.7 million at December 31, 2010, from $6.5 million at December 31, 2009. The increased value in the Titan Europe Plc investment at December 31, 2010, was due primarily to a higher publicly quoted Titan Europe Plc market price.

F-13

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GOODWILL

The changes in the carrying amount of goodwill by reporting units for the two years ended December 31, 2010, were as follows (amounts in thousands):

	Agricultural Segment			Earthmoving/ Construction Segment			Consumer Segment			Total
Balance at January 1, 2009	$	6,912		$	3,552		$	1,238		$	11,702
Noncash goodwill impairment charge		(6,912	)		(3,552	)		(1,238	)		(11,702	)
Balance at December 31, 2009 and 2010	$	0		$	0		$	0		$	0

The Company reviews goodwill for impairment during the fourth quarter of each annual reporting period, and whenever events and circumstances indicate that the carrying values may not be recoverable. The Company evaluates the recoverability of goodwill by estimating the future discounted cash flows of the reporting unit to which the goodwill relates and using an earnings before interest, taxes, depreciation, and amortization (EBITDA) multiple approach. In determining the estimated future cash flows, the Company considers current and projected future levels of income as well as business trends and economic conditions. When the Company’s estimated fair value of the reporting unit is less than the carrying value, a second step of the impairment analysis is performed. In this second step, the i mplied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment loss.

In the fourth quarter of 2009, the Company recorded a noncash charge for the impairment of goodwill of $11.7 million on both a pre-tax and after-tax basis. The charge was associated with the reporting units of the Company’s agricultural ($6.9 million), earthmoving/construction ($3.6 million), and consumer ($1.2 million) segments. The Company performed a fourth quarter 2009 goodwill assessment using a discounted cash flow model that employed a 12.25% discount rate and 2.5% terminal growth rate assumption and an EBITDA multiple approach.

Significant assumptions relating to future operations must be made when estimating future cash flows in analyzing goodwill for impairment. Assumptions utilized in analyzing goodwill are highly judgmental, especially given the worldwide recession and global economic crisis.

9.	OTHER CURRENT LIABILITIES

Other current liabilities at December 31, 2010 and 2009, consisted of the following (amounts in thousands):

	2010		2009
Warranty	$	12,471	$	9,169
Wages and commissions		10,435		8,384
Accrued interest		8,579		7,656
Insurance		6,037		5,958
CEO and management incentive compensation		5,663		0
Other		13,887		14,659
	$	57,072	$	45,826

F-14

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.	WARRANTY COSTS

Changes in the warranty liability consisted of the following (amounts in thousands):

	2010			2009
Warranty liability, January 1	$	9,169		$	7,488
Provision for warranty liabilities		19,795			18,629
Warranty payments made		(16,493	)		(16,948	)
Warranty liability, December 31	$	12,471		$	9,169

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.

11.	OTHER LONG-TERM LIABILITIES

Other long-term liabilities at December 31, 2010 and 2009, consisted of the following (amounts in thousands):

	2010		2009
Accrued pension liabilities	$	26,218	$	25,091
Accrued employment liabilities		11,495		9,481
Other		3,555		3,566
	$	41,268	$	38,138

12.	REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

Long-term debt at December 31, 2010 and 2009, consisted of the following (amounts in thousands):

	2010		2009
7.875% senior secured notes due 2017	$	200,000	$	0
5.625% convertible senior subordinated notes due 2017		172,500		172,500
8% senior unsecured notes due January 2012		1,064		193,800
		373,564		366,300
Less amounts due within one year		0		0
	$	373,564	$	366,300

Aggregate maturities of long-term debt are as follows (amounts in thousands):

2011	$	0
2012		1,064
2013		0
2014		0
2015		0
Thereafter		372,500
	$	373,564

F-15

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.875% senior secured notes due 2017

The Company’s 7.875% senior secured notes (senior secured notes) are due October 2017. These notes are secured by the land and buildings of the following subsidiaries of the Company: Titan Tire Corporation, Titan Wheel Corporation of Illinois, Titan Tire Corporation of Freeport, and Titan Tire Corporation of Bryan. The Company’s senior secured notes outstanding balance was $200.0 million at December 31, 2010.

5.625% convertible senior subordinated notes due 2017

The Company’s 5.625% convertible senior subordinated notes (convertible notes) are due January 2017. The initial base conversion rate for the convertible notes is 93.0016 shares of Titan common stock per $1,000 principal amount of convertible notes, equivalent to an initial base conversion price of approximately $10.75 per share of Titan common stock. If the price of Titan common stock at the time of determination exceeds the base conversion price, the base conversion rate will be increased by an additional number of shares (up to 9.3002 shares of Titan common stock per $1,000 principal amount of convertible notes) as determined pursuant to a formula described in the indenture. The base conversion rate will be subject to adjustment in certain events. The Company’s convertible n otes balance was $172.5 million at December 31, 2010.

8% senior unsecured notes due 2012

The Company’s 8% senior unsecured notes (senior unsecured notes) are due January 2012. In 2010, the Company repurchased $192.7 million of principal value of senior unsecured notes resulting in a loss on note repurchase of $14.6 million. In 2009, the Company repurchased $6.2 million of principal value of senior unsecured notes for approximately $4.8 million resulting in a $1.4 million gain on note repurchase. The Company’s senior unsecured notes outstanding balance was $1.1 million at December 31, 2010.

Revolving credit facility

The Company’s $100 million revolving credit facility (credit facility) with agent Bank of America, N.A. has a January 2014 termination date and is collateralized by the accounts receivable and inventory of Titan and certain of its domestic subsidiaries. During 2010 and at December 31, 2010, there were no borrowings under the credit facility. The credit facility contains certain financial covenants, restrictions and other customary affirmative and negative covenants. Titan is in compliance with these covenants and restrictions as of December 31, 2010.

In September 2010, Titan amended its credit facility with Bank of America, N.A. The amendment extended the credit facility termination date to January 2014 from the previous January 2012 date. The amendment also reduced the revolving commitment to $100 million from $150 million and released the lender’s lien on property, plant and equipment.

F-16

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) consisted of the following (amounts in thousands):

	Currency Translation Adjustments			Unrealized Gain (Loss) on Investments		Unrecognized Losses and Prior Service Cost			Total
Balance at January 1, 2009	$	(1,183	)	$	0	$	(33,576	)	$	(34,759	)
Unrealized gain on investment, net of tax of $493		0			915		0			915
Defined benefit pension plan entries:
Unrecognized prior service cost, net of tax of $51		0			0		85			85
Unrecognized net gain, net of tax of $3,364		0			0		5,488			5,488
Unrecognized deferred tax liability, net of tax of $21		0			0		(35	)		(35	)
Balance at December 31, 2009		(1,183	)		915		(28,038	)		(28,306	)
Unrealized gain on investment, net of tax of $5,683		0			10,554		0			10,554
Defined benefit pension plan entries:
Unrecognized prior service cost, net of tax of $53		0			0		83			83
Unrecognized net gain, net of tax of $350		0			0		661			661
Unrecognized deferred tax liability, net of tax of $22		0			0		(34	)		(34	)
Balance at December 31, 2010	$	(1,183	)	$	11,469	$	(27,328	)	$	(17,042	)

14.	STOCKHOLDERS’ EQUITY

The Company is authorized by the Board of Directors to repurchase up to 2.5 million common shares subject to debt agreement covenants. The Company repurchased no Titan common shares in 2010, 2009, or 2008. The Company has no plans at this time to repurchase any Titan common stock. Titan paid cash dividends of $.02 per share of common stock for 2010, $.02 per share of common stock for 2009 and $.018 per share for common stock for 2008. Dividends paid totaled $0.7 million, $0.7 million and $0.6 million for 2010, 2009 and 2008, respectively.

15.	FAIR VALUE MEASUREMENTS

ASC 820 Fair Value Measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as:

Level 1 – Quoted prices in active markets for identical instruments;

Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable.

Level 3 – Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis consisted of the following (amounts in thousands):

	December 31, 2010						December 31, 2009
	Total		Level 1		Levels 2&3		Total		Level 1		Levels 2&3
Investment in Titan Europe Plc	$	22,693	$	22,693	$	0	$	6,456	$	6,456	$	0
Investments for contractual obligations		11,168		11,168		0		5,869		5,869		0
Total	$	33,861	$	33,861	$	0	$	12,325	$	12,325	$	0

F-17

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16.	ROYALTY EXPENSE

Royalty expense consisted of the following (amounts in thousands):

		2010				2009				2008
Royalty expense		$	9,263			$	7,573			$	9,242

The Company has a trademark license agreement with The Goodyear Tire & Rubber Company to manufacture and sell certain off-highway tires in North America under the Goodyear name. Royalty expenses recorded for the years ended December 31, 2010, 2009 and 2008, were $9.3 million, $7.6 million and $9.2 million, respectively.

17.	GAIN (LOSS) ON NOTE REPURCHASE

Gain (loss) on note repurchase consisted of the following (amounts in thousands):

		2010				2009				2008
Gain (loss) on note repurchase		$	(14,573	)		$	1,398			$	0

In June 2010, the Company closed on a tender transaction to purchase $47.4 million of its outstanding 8% senior unsecured notes due January 2012 (senior unsecured notes). In October 2010, the Company closed on another tender transaction to purchase $138.9 million of its outstanding senior unsecured notes. In connection with these tender offers and an additional note repurchase of $6.5 million in July 2010, the Company recorded expenses of $14.6 million. These expenses were related to: (i) early tender premium of $13.0 million, (ii) unamortized deferred financing fees of $1.2 million and (iii) other fees of $0.4 million.

For 2009, the Company recorded a gain on a note repurchase of $1.4 million resulting from the Company’s repurchase of $6.2 million of principal value of senior unsecured notes for approximately $4.8 million in the first quarter of 2009.

18.	OTHER INCOME, NET

Other income consisted of the following (amounts in thousands):

	2010			2009		2008
Investment gain (loss) related to contractual obligations	$	824		$	1,343	$	(1,852	)
Interest income		394			211		1,352
Dividend income – Titan Europe Plc		0			0		1,711
Other income (expense)		(113	)		186		1,298
	$	1,105		$	1,740	$	2,509

F-18

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19.	INCOME TAXES

Income (loss) before income taxes, consisted of the following (amounts in thousands):

	2010			2009			2008
Domestic	$	691		$	(31,863	)	$	21,727
Foreign		(42	)		(139	)		1,283
	$	649		$	(32,002	)	$	23,010

The income tax provision (benefit) was as follows (amounts in thousands):

	2010			2009			2008
Current
Federal	$	(854	)	$	(3,526	)	$	7,814
State		(331	)		160			34
Foreign		0			(1,041	)		1,031
		(1,185	)		(4,407	)		8,879
Deferred
Federal		913			(2,721	)		811
State		563			(229	)		(17	)
Foreign		0			0			0
		1,476			(2,950	)		794
Income tax provision (benefit)	$	291		$	(7,357	)	$	9,673

The income tax provision 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:

	2010			2009			2008
Statutory U.S. federal tax rate		35.0	%		35.0	%		35.0	%
Nondeductible goodwill impairment		0.0			(12.8	)		0.0
Repatriation of foreign earnings		0.0			0.0			1.9
Foreign taxes, net		2.3			1.6			(1.9	)
State taxes, net		27.6			(0.1	)		4.8
Other, net		(20.0	)		(0.7	)		2.2
Effective tax rate		44.9	%		23.0	%		42.0	%

The “Other” percentage for 2010 is comprised primarily of differences in the income tax rate resulting from research and development credits as well as non-deductible meals and entertainment. The state taxes and other differences for 2010 are disproportionately large as a result of the relative size of these differences as compared to the pre-tax income amount.

F-19

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, 2010 and 2009, are as follows (amounts in thousands):

	2010			2009
Deferred tax assets:
Net operating loss carryforwards	$	9,389		$	13,481
Pension		9,022			9,789
Unrealized loss on investments		7,719			13,401
Warranty		4,365			3,533
Employee benefits and related costs		3,369			4,821
Inventory		2,265			968
Allowance for bad debts		1,991			1,963
EPA reserve		703			858
Other		6,047			3,894
Deferred tax assets		44,870			52,708

Deferred tax liabilities:
Fixed assets		(34,049	)		(34,347	)
Deferred tax liabilities		(34,049	)		(34,347	)

Net deferred tax asset	$	10,821		$	18,361

The Company recorded income tax expense of $0.3 million for the year ended December 31, 2010, an income tax benefit of $(7.4) million for the year ended December 31, 2009, and income tax expense of $9.7 million for the year ended December 31, 2008. The Company’s income tax expense and rate differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pre-tax income primarily as a result of state taxes. The Company’s Federal net operating loss carryforward of approximately $20 million expires in 2029. In addition, the Company has various state net operating loss carryforwards which are subject to expiration from 2019 to 2030.

The Company has applied the provisions of ASC 740, “Income Taxes” related to unrecognized tax benefits. No adjustment was made to retained earnings in adopting these provisions in 2007. At December 31, 2010, 2009 and 2008, there were no unrecognized tax benefits. At this time the Company does not expect any significant increases or decreases to its unrecognized tax benefits within 12 months of this reporting date. Titan has identified its federal tax return and its Illinois state tax return as “major” tax jurisdictions. The Company is subject to (i) federal tax examinations for periods 2007 to 2010 and (ii) Illinois state income tax examinations for years 2007 to 2010.

F-20

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20.	EMPLOYEE BENEFIT PLANS

Pension plans

The Company has a frozen defined benefit pension plan covering certain employees of Titan Tire Corporation (Titan Tire) and has a frozen defined benefit pension plan covering certain employees of Titan Tire Corporation of Bryan (Bryan). The Company also has a frozen contributory defined benefit pension plan covering certain former eligible bargaining employees of its Walcott, Iowa, facility (Walcott). Additionally, the Company maintains a contributory defined benefit plan that covered former eligible bargaining employees of Dico, Inc (Dico). 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, 2010, presentation are the Titan Tire, Bryan and Walcott plans which have a projected benefit obligation of $98.8 million, exceeding the fair value of plan assets of $72.6 million at December 31, 2010. Included in the December 31, 2009, presentation are the Titan Tire, Bryan and Walcott plans which have a projected benefit obligation of $93.7 million, exceeding the fair value of plan assets of $68.6 million at December 31, 2009.

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, 2010, 2009 and 2008.

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, 2010 and 2009 (amounts in thousands):

Change in benefit obligation:	2010			2009
Benefit obligation at beginning of year	$	93,708		$	90,545
Interest cost		5,200			5,456
Actuarial (gain) loss		6,839			4,657
Benefits paid		(6,916	)		(6,950	)
Benefit obligation at end of year	$	98,831		$	93,708

Change in plan assets:
Fair value of plan assets at beginning of year	$	69,160		$	61,796
Actual return on plan assets		9,131			14,145
Employer contributions		1,781			169
Benefits paid		(6,916	)		(6,950	)
Fair value of plan assets at end of year	$	73,156		$	69,160

Unfunded status at end of year	$	(25,675	)	$	(24,548	)

Amounts recognized in consolidated balance sheet:
Noncurrent assets	$	543		$	543
Noncurrent liabilities		(26,218	)		(25,091	)
Net amount recognized in the consolidated balance sheet	$	(25,675	)	$	(24,548	)

F-21

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts recognized in accumulated other comprehensive loss:
	2010			2009
Unrecognized prior service cost	$	(1,164	)	$	(1,301	)
Unrecognized net loss		(43,024	)		(44,034	)
Deferred tax effect of unrecognized items		16,860			17,297
Net amount recognized in accumulated other comprehensive loss	$	(27,328	)	$	(28,038	)

The weighted-average assumptions used in the actuarial computation that derived the benefit obligations at December 31 were as follows:	2010			2009
Discount rate		5.25% - 5.50	%		5.75	%
Expected long-term return on plan assets		7.50	%		7.50	%

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, 2010, 2009 and 2008 (amounts in thousands):

Components of net periodic benefit cost and other amounts recognized in other comprehensive income
Net periodic benefit cost:	2010			2009			2008
Interest cost	$	5,200		$	5,456		$	5,295
Assumed return on assets		(4,911	)		(4,939	)		(7,828	)
Amortization of unrecognized prior service cost		137			137			137
Amortization of unrecognized deferred taxes		(56	)		(56	)		(56	)
Amortization of net unrecognized loss		3,628			4,303			1,588

Net periodic pension (income) cost	$	3,998		$	4,901		$	(864	)

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 $3.7 million, $0.1 million 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, 2010, 2009 and 2008 were as follows:

	2010			2009			2008
Discount rate		5.75	%		6.25	%		5.75	%
Expected long-term return on plan assets		7.50	%		8.50	%		8.50	%

F-22

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The allocation of the fair value of plan assets was as follows:

	Percentage of Plan Assets at December 31,						Target Allocation
Asset Category	2010			2009			2011
U.S. equities (a)		59	%		61	%		40% - 80	%
Fixed income		24	%		26	%		20% - 50	%
Cash and cash equivalents		7	%		4	%		0% - 20	%
International equities (a)		10	%		9	%		0% - 16	%
		100	%		100	%

(a)	Total equities may not exceed 80% of total plan assets.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as:

Level 1 – Quoted prices in active markets for identical instruments;

Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable.

Level 3 – Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The fair value of the plan assets by asset categories was as follows (amounts in thousands):

	Fair Value Measurements as of December 31, 2010
	Total		Level 1		Level 2		Level 3
Money market funds	$	4,674	$	4,674	$	0	$	0
Domestic common stock		29,429		29,429		0		0
Foreign common stock		3,976		3,976		0		0
Corporate bonds		4,050		4,050		0		0
Foreign bonds		536		536		0		0
U.S. government securities		577		577		0		0
Mortgaged-backed securities		8		0		8		0
Mutual funds		1,239		1,239		0		0
Common / collective trusts		28,667		0		28,667		0
Totals	$	73,156	$	44,481	$	28,675	$	0

The Company invests in a diversified portfolio consisting of an array of asset classes in an attempt to maximize returns while minimizing risk. 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 Barclays Capital Aggregate Bond Index. The U.S. equities asset category included the Company’s common stock in the amount of $3.5 million (approximately five percent of total plan assets) at December 31, 2010, and $1.5 million (approximately two percent of total plan assets) at December 31, 2009.

The long-term rate of return for plan assets is determined using a weighted-average of long-term historical approximate 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 7.5% over the long-term. This rate assumes long-term historical returns of approximately 9% for equities and approximately 6% 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 2011 minimum pension funding calculations are not finalized, the Company estimates those funding requirements will be approximately $3 million.

F-23

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Projected benefit payments from the plans as of December 31, 2010, are estimated as follows (amounts in thousands):

2011	$	6,677
2012		6,779
2013		6,976
2014		7,111
2015		7,248
2016-2020		36,808

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. 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 49,536 shares, 59,257 shares and 22,097 shares of treasury stock in connection with this 401(k) plan during 2010, 2009 and 2008, respectively. Expenses to the Company related to this common stock matching contribution were $0.5 million, $0.4 million and $0.6 million for 2010, 2009 and 2008.

The other three 401(k) plans are for employees covered by collective bargaining arrangements at (i) Titan Tire Corporation; (ii) Titan Tire Corporation of Freeport; and (iii) Titan Tire Corporation of Bryan. These three plans do not include a Company matching contribution. Employees are fully vested with respect to their contributions.

21.	STOCK OPTION PLANS

The Company accounts for stock options using ASC 718 Compensation – Stock Compensation. The Company recorded stock-based compensation of $0.2 million in 2010. No stock-based compensation expense was recorded during 2009 or 2008. The Company granted 494,938 stock options in 2010. These options vest over a three year period and expire 10 years from the grant date. The Company granted no stock options during 2009 and 2008. All stock options granted before 2010 were fully vested before January 1, 2008.

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 are fully vested 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 0.7 million shares are available for future issuance under the equity incentive 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. The Company granted 494,938 stock options under this plan in 2010. In 2009 and 2008, no stock options were granted under this equity incentive plan.

The following is a summary of activity in the stock option plans for 2010:

	Shares Subject to Option			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2009		390,536		$	9.96
Granted		494,938			15.75
Exercised		(56,250	)		5.07
Canceled/Expired		0			-
Outstanding, December 31, 2010		829,224			13.75	7.52 years	$	4,777
Exercisable, December 31, 2010		334,286			10.79	4.01 years	$	2,916

F-24

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The total intrinsic value of options exercised in 2008 was $5.1 million. Cash received from the exercise of stock options was $3.5 million for 2008. The tax benefit realized for the tax deductions from stock options exercised was $4.1 million for 2008.

The total intrinsic value of options exercised in 2009 was $0.2 million. Cash received from the exercise of stock options was $1.1 million for 2009. There was no tax benefit realized for the tax deductions from stock options exercised for 2009.

The total intrinsic value of options exercised in 2010 was $0.4 million. Cash received from the exercise of stock options was $0.3 million for 2010. There was no tax benefit realized for the tax deductions from stock options exercised for 2010. The weighted-average per share estimated grant date fair value of options issued in 2010 was $8.65. Pre-tax unrecognized compensation expense for stock options was $4.1 million at December 31, 2010, and will be recognized as expense over a weighted-average period of 2.9 years.

The Company currently uses treasury shares to satisfy any stock option exercises. At December 31, 2010, the Company had 2.1 million shares of treasury stock.

Valuation Assumptions

The Company uses the Black-Scholes option pricing model to determine the fair value of its stock options. The determination of the fair value of stock option awards on the date of grant using option pricing models is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the expected term of the awards, actual and projected stock option exercise behaviors, risk-free interest rates and expected dividends. The expected term of options represents the period of time over which options are expected to be outstanding and is estimated based on historical experience. Expected volatility is based on the historical volatility of the Company’s common st ock calculated over the expected term of the option. The risk-free interest rate is based on U.S. Treasury yields in effect at the date of grant.

Weighted average assumptions used for stock options issued in 2010 (no options were issued in 2009 or 2008):

	2010
Expected life	6.1 Years
Expected volatility		55.5	%
Expected dividends		-
Risk-free interest rate		1.82	%

22.	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 unresolved and 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.

F-25

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $2.1 million, $2.5 million and $2.9 million for the years ended December 31, 2010, 2009 and 2008, respectively.

At December 31, 2010, future minimum rental commitments under noncancellable operating leases with initial or remaining terms in excess of one year are as follows (amounts in thousands):

2011	$	370
2012		64
2013		14
Thereafter		1
Total future minimum lease payments	$	449

24.	CONCENTRATION OF CREDIT RISK

Net sales to Deere & Company in Titan’s agricultural, earthmoving/construction and consumer markets represented 26% of the Company’s consolidated revenues for the year ended December 31, 2010, 24% of the Company’s consolidated revenues for the year ended December 31, 2009, and 22% of the Company’s consolidated revenues for the year ended December 31, 2008. Net sales to CNH Global N.V. in Titan’s three markets represented 15% of the Company’s consolidated revenues for the year ended December 31, 2010, 13% of the Company’s consolidated revenues for the year ended December 31, 2009, and 12% of the Company’s consolidated revenues for the year ended December 31, 2008. No other customer accounted for more than 10% of Titan’s net sales in 2010, 2009 or 2008.

25.	RELATED PARTY TRANSACTIONS

The Company sells products and pays commissions to companies controlled by persons related to the chief executive officer of the Company. The related party is Mr. Fred Taylor and is Mr. Maurice Taylor’s brother. The companies which Mr. Fred Taylor is associated with that do business with Titan include the following: Blackstone OTR, LLC; FBT Enterprises; and OTR Wheel Engineering. During 2010, 2009 and 2008, sales of Titan product to these companies were approximately $1.9 million, $1.0 million and $6.2 million, respectively. Titan had trade receivables due from these companies of approximately $0.4 million at December 31, 2010, and approximately $0.1 million at December 31, 2009. On other sales referred to Titan from these manufacturing representative companies, commi ssions were approximately $1.6 million, $1.3 million and $2.0 million during 2010, 2009 and 2008, respectively.

26.	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 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’ manufacturin g 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.

F-26

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2010, 2009 and 2008 (amounts in thousands):

	2010			2009			2008
Revenues from external customers
Agricultural	$	675,178		$	563,528		$	729,895
Earthmoving/construction		191,042			144,589			281,008
Consumer		15,371			19,482			25,797
	$	881,591		$	727,599		$	1,036,700
Gross profit (loss)
Agricultural	$	108,102		$	51,955		$	89,782
Earthmoving/construction		6,439			3,595			46,047
Consumer		2,867			1,604			3,938
Unallocated corporate		(3,479	)		(1,189	)		(53	)
	$	113,929		$	55,965		$	139,714
Income (loss) from operations
Agricultural	$	91,953		$	26,980		$	74,241
Earthmoving/construction		(1,457	)		(7,999	)		38,422
Consumer		2,542			(206	)		3,303
Unallocated corporate		(52,254	)		(37,669	)		(42,645	)
Consolidated income (loss) from operations		40,784			(18,894	)		73,321
Interest expense		(26,667	)		(16,246	)		(15,122	)
Gain (loss) on note repurchase		(14,573	)		1,398			0
Noncash Titan Europe Plc charge		0			0			(37,698	)
Other income, net		1,105			1,740			2,509
Income (loss) before income taxes	$	649		$	(32,002	)	$	23,010

Capital expenditures
Agricultural	$	16,017		$	8,461		$	10,946
Earthmoving/construction		5,628			29,593			67,203
Consumer		478			254			406
Unallocated corporate		6,731			1,229			1,398
	$	28,854		$	39,537		$	79,953
Depreciation & amortization
Agricultural	$	18,899		$	17,531		$	16,004
Earthmoving/construction		14,375			12,836			10,831
Consumer		458			535			594
Unallocated corporate		3,835			3,394			2,939
	$	37,567		$	34,296		$	30,368
Total assets
Agricultural	$	304,048		$	257,523		$	360,030
Earthmoving/construction		181,249			188,169			188,486
Consumer		5,863			8,305			9,401
Unallocated corporate (a)		296,310			282,466			96,865
	$	787,470		$	736,463		$	654,782

(a) Unallocated assets include cash of approximately $240 million, $229 million, and $61 million at year-end 2010, 2009 and 2008, respectively.

F-27

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below presents information by geographic area. Revenues from external customers were determined based on the location of the selling subsidiary. Geographic information as of and for the years ended December 31, 2010, 2009 and 2008 was as follows (amounts in thousands):

2010	United States		Other Countries		Consolidated Totals
Revenues from external customers	$	881,591	$	0	$	881,591
Long-lived assets		248,054		0		248,054

2009
Revenues from external customers	$	727,599	$	0	$	727,599
Long-lived assets		254,461		0		254,461

2008
Revenues from external customers	$	1,036,700	$	0	$	1,036,700
Long-lived assets		260,144		0		260,144

27.	SUBSEQUENT EVENTS

Exchange Agreement for 5.625% convertible senior subordinated notes due 2017

In January 2011, Titan was approached by a note holder of the Company’s 5.625% convertible senior subordinated notes due 2017 (convertible notes), with an offer to exchange the note holder’s convertible notes for the Company’s common stock. The two parties privately negotiated an agreement to exchange approximately $59.6 million in aggregate principal amount of the Convertible Notes for approximately 6.6 million shares of the Company’s common stock, plus a payment for the accrued and unpaid interest. The exchange was closed on January 19, 2011. The convertible notes exchanged represented approximately 35% of the total outstanding convertible notes. In the first quarter of 2011, the Company will recognize a noncash charge of approximately $16 million in connection with thi s exchange in accordance with ASC 470-20 Debt – Debt with Conversion and Other Options.

Cash Deposit for 8% Senior Unsecured Notes due 2012

In February 2011, Titan satisfied and discharged the indenture relating to the 8% senior unsecured notes due January 2012 by depositing with the trustee $1.1 million cash representing the outstanding principal of such notes and the interest payments due on July 15, 2011, and at maturity on January 15, 2012. Titan irrevocably instructed the trustee to apply the deposited money toward the interest and principal of the notes.

F-28

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

28.	EARNINGS PER SHARE

Earnings per share for 2010, 2009 and 2008, are (amounts in thousands, except share and per share data):

2010	Net income (loss)			Weighted- average shares		Per share amount
Basic earnings per share	$	358			34,895,527	$	.01
Effect of stock options/trusts		0			495,789
Diluted earnings per share (a)	$	358			35,391,316	$	.01

2009
Basic and diluted loss per share (b)	$	(24,645	)		34,707,891	$	(.71	)

2008
Basic earnings per share	$	13,337			34,409,754	$	.39
Effect of stock options/trusts		0			428,474
Diluted earnings per share	$	13,337			34,838,228	$	.38

(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 16,764,701 shares.

(b)

The effect of stock options/trusts has been excluded as they were anti-dilutive. The weighted-average share amount excluded for stock options/trusts totaled 559,110 shares. The effect of convertible notes has not been included as they were anti-dilutive. The weighted-average share amount excluded for convertible notes totaled 483,481 shares.

29.	SUPPLEMENTARY DATA – QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

(All amounts in thousands, except per share data)

Quarter ended	March 31		June 30		September 30			December 31				Year ended December 31

2010
Net sales	$	196,448	$	229,656	$	222,818		$	232,669			$	881,591
Gross profit (loss)		26,087		33,903		27,946			25,993		(a)		113,929
Net income (loss)		2,078		4,569		4,015			(10,304	)	(b)		358
Per share amounts:
Basic		.06		.13		.12			(.29	)	(b)		.01	(c)
Diluted		.06		.12		.11			(.29	)	(b)		.01	(c)

2009
Net sales	$	232,604	$	206,983	$	141,496		$	146,516			$	727,599
Gross profit (loss)		30,063		29,746		(3,030	)		(814	)			55,965
Net income (loss)		7,041		5,910		(11,113	)		(26,483	)	(d)		(24,645	)
Per share amounts:
Basic		.20		.17		(.32	)		(.76	)	(d)		(.71	)
Diluted		.20		.17		(.32	)		(.76	)	(d)		(.71	)

(a)	Inventory reserves of $5.1 million for certain large earthmoving/construction tires were included in the quarter ended December 31, 2010.

(b)	Loss on note repurchase of $11.4 million was included in the quarter ended December 31, 2010.

(c)	As a result of changes in outstanding share balances and dilution factors, year-end per share amounts do not agree to the sum of the quarters.

(d)	Noncash goodwill impairment charge of $11.7 million was included in the quarter ended December 31, 2009.

F-29

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

30.	SUBSIDIARY GUARANTOR FINANCIAL INFORMATION

The Company’s 8% senior unsecured notes and 5.625% convertible senior subordinated 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 full and unconditional, 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.

	Consolidating Condensed Statements of Operations
	Year Ended December 31, 2010
(Amounts in thousands)
	Titan					Non-
	Intl., Inc.			Guarantor		Guarantor
	(Parent)			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net sales	$	0		$	881,591	$	0		$	0		$	881,591
Cost of sales		2,340			765,322		0			0			767,662
Gross profit (loss)		(2,340	)		116,269		0			0			113,929
Selling, general and administrative expenses		27,400			30,114		51			0			57,565
Research and development expenses		0			6,317		0			0			6,317
Royalty expense		0			9,263		0			0			9,263
Income (loss) from operations		(29,740	)		70,575		(51	)		0			40,784
Interest expense		(26,667	)		0		0			0			(26,667	)
Loss on note repurchase		(14,573	)		0		0			0			(14,573	)
Other income		921			183		1			0			1,105
Income (loss) before income taxes		(70,059	)		70,758		(50	)		0			649
Income tax provision (benefit)		(31,409	)		31,723		(23	)		0			291
Equity in earnings of subsidiaries		39,008			0		0			(39,008	)		0
Net income (loss)	$	358		$	39,035	$	(27	)	$	(39,008	)	$	358

	Consolidating Condensed Statements of Operations
	Year Ended December 31, 2009
(Amounts in thousands)
	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net sales	$	0		$	727,599		$	0		$	0	$	727,599
Cost of sales		(6	)		671,640			0			0		671,634
Gross profit		6			55,959			0			0		55,965
Selling, general and administrative expenses		16,549			30,093			92			0		46,734
Research and development expenses		67			8,783			0			0		8,850
Royalty expense		0			7,573			0			0		7,573
Noncash goodwill impairment charge		0			11,702			0			0		11,702
Loss from operations		(16,610	)		(2,192	)		(92	)		0		(18,894	)
Interest expense		(16,246	)		0			0			0		(16,246	)
Gain on note repurchase		1,398			0			0			0		1,398
Other income		1,452			288			0			0		1,740
Loss before income taxes		(30,006	)		(1,904	)		(92	)		0		(32,002	)
Income tax benefit		(6,897	)		(439	)		(21	)		0		(7,357	)
Equity in earnings of subsidiaries		(1,536	)		0			0			1,536		0
Net income (loss)	$	(24,645	)	$	(1,465	)	$	(71	)	$	1,536	$	(24,645	)

F-30

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Consolidating Condensed Statements of Operations
	Year Ended December 31, 2008
(Amounts in thousands)
	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	0		$	1,036,700		$	0		$	0		$	1,036,700
Cost of sales		(922	)		897,908			0			0			896,986
Gross profit		922			138,792			0			0			139,714
Selling, general and administrative expenses		20,332			33,251			78			0			53,661
Research and development expenses		17			3,473			0			0			3,490
Royalty expense		0			9,242			0			0			9,242
Income (loss) from operations		(19,427	)		92,826			(78	)		0			73,321
Interest expense		(15,122	)		0			0			0			(15,122	)
Noncash Titan Europe Plc charge		(37,698	)		0			0			0			(37,698	)
Other income (expense)		832			(33	)		1,710			0			2,509
Income (loss) before income taxes		(71,415	)		92,793			1,632			0			23,010
Income tax provision (benefit)		(30,024	)		39,011			686			0			9,673
Equity in earnings of subsidiaries		54,728			0			0			(54,728	)		0
Net income	$	13,337		$	53,782		$	946		$	(54,728	)	$	13,337

	Consolidating Condensed Balance Sheets
	December 31, 2010
(Amounts in thousands)
	Titan					Non-
	Intl., Inc.			Guarantor		Guarantor
	(Parent)			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	239,362		$	6	$	132		$	0		$	239,500
Accounts receivable		0			89,004		0			0			89,004
Inventories		0			127,982		0			0			127,982
Prepaid and other current assets		14,732			16,722		0			0			31,454
Total current assets		254,094			233,714		132			0			487,940
Property, plant and equipment, net		7,678			240,376		0			0			248,054
Investment in subsidiaries		39,465			0		0			(39,465	)		0
Other assets		22,183			6,600		22,693			0			51,476
Total assets	$	323,420		$	480,690	$	22,825		$	(39,465	)	$	787,470

Liabilities and Stockholders’ Equity
Accounts payable	$	1,406		$	33,875	$	0		$	0		$	35,281
Other current liabilities		16,066			41,006		0			0			57,072
Total current liabilities		17,472			74,881		0			0			92,353
Long-term debt		373,564			0		0			0			373,564
Other long-term liabilities		9,161			34,077		0			0			43,238
Intercompany accounts		(355,092	)		363,800		(8,708	)		0			0
Stockholders’ equity		278,315			7,932		31,533			(39,465	)		278,315
Total liabilities and stockholders’ equity	$	323,420		$	480,690	$	22,825		$	(39,465	)	$	787,470

F-31

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Consolidating Condensed Balance Sheets
	December 31, 2009
(Amounts in thousands)

	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	229,004		$	11		$	167		$	0		$	229,182
Accounts receivable		(201	)		67,714			0			0			67,513
Inventories		0			110,136			0			0			110,136
Prepaid and other current assets		19,857			18,528			0			0			38,385
Total current assets		248,660			196,389			167			0			445,216
Property, plant and equipment, net		7,602			246,859			0			0			254,461
Investment in subsidiaries		10,748			0			0			(10,748	)		0
Other assets		23,870			6,460			6,456			0			36,786
Total assets	$	290,880		$	449,708		$	6,623		$	(10,748	)	$	736,463

Liabilities and Stockholders’ Equity
Accounts payable	$	1,086		$	23,160		$	0		$	0		$	24,246
Other current liabilities		8,288			37,538			0			0			45,826
Total current liabilities		9,374			60,698			0			0			70,072
Long-term debt		366,300			0			0			0			366,300
Other long-term liabilities		5,574			32,564			0			0			38,138
Intercompany accounts		(352,321	)		377,281			(24,960	)		0			0
Stockholders’ equity		261,953			(20,835	)		31,583			(10,748	)		261,953
Total liabilities and stockholders’ equity	$	290,880		$	449,708		$	6,623		$	(10,748	)	$	736,463

	Consolidating Condensed Statements of Cash Flows
	Year Ended December 31, 2010
(Amounts in thousands)

	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Consolidated
Net cash provided by (used for) operating activities	$	28,158		$	22,588		$	(35	)	$	50,711

Cash flows from investing activities:
Capital expenditures		(6,155	)		(22,699	)		0			(28,854	)
Other, net		0			106			0			106
Net cash used for investing activities		(6,155	)		(22,593	)		0			(28,748	)

Cash flows from financing activities:
Proceeds from borrowings		200,000			0			0			200,000
Repurchase of senior notes		(206,166	)		0			0			(206,166	)
Proceeds from exercise of stock options		285			0			0			285
Payment of financing fees		(5,057	)		0			0			(5,057	)
Other, net		(707	)		0			0			(707	)
Net cash used for financing activities		(11,645	)		0			0			(11,645	)

Net increase (decrease) in cash and cash equivalents		10,358			(5	)		(35	)		10,318
Cash and cash equivalents, beginning of period		229,004			11			167			229,182
Cash and cash equivalents, end of period	$	239,362		$	6		$	132		$	239,500

F-32

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Consolidating Condensed Statements of Cash Flows
	Year Ended December 31, 2009
(Amounts in thousands)
	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Consolidated
Net cash provided by (used for) operating activities	$	36,592		$	35,742		$	(21	)	$	72,313

Cash flows from investing activities:
Capital expenditures		(2,704	)		(36,833	)		0			(39,537	)
Acquisition of shares of Titan Europe Plc		0			0			(2,399	)		(2,399	)
Other, net		0			1,042			0			1,042
Net cash used for investing activities		(2,704	)		(35,791	)		(2,399	)		(40,894	)

Cash flows from financing activities:
Proceeds from borrowings		172,500			0			0			172,500
Repurchase of senior notes		(4,726	)		0			0			(4,726	)
Payment on debt		(25,000	)		0			0			(25,000	)
Proceeds from exercise of stock options		1,142			0			0			1,142
Payment of financing fees		(7,107	)		0			0			(7,107	)
Other, net		(704	)		0			0			(704	)
Net cash provided by financing activities		136,105			0			0			136,105

Net increase (decrease) in cash and cash equivalents		169,993			(49	)		(2,420	)		167,524
Cash and cash equivalents, beginning of period		59,011			60			2,587			61,658
Cash and cash equivalents, end of period	$	229,004		$	11		$	167		$	229,182

	Consolidating Condensed Statements of Cash Flows
	Year Ended December 31, 2008
(Amounts in thousands)
	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries		Consolidated
Net cash provided by (used for) operating activities	$	(25,759	)	$	75,319		$	1,610	$	51,170

Cash flows from investing activities:
Capital expenditures		(4,534	)		(75,419	)		0		(79,953	)
Other, net		7			97			0		104
Net cash used for investing activities		(4,527	)		(75,322	)		0		(79,849	)

Cash flows from financing activities:
Proceeds on revolving credit facility		25,000			0			0		25,000
Proceeds from exercise of stock options		3,536			0			0		3,536
Excess tax benefit from stock options exercised		4,131			0			0		4,131
Other, net		(655	)		0			0		(655	)
Net cash provided by financing activities		32,012			0			0		32,012

Net increase (decrease) in cash and cash equivalents		1,726			(3	)		1,610		3,333
Cash and cash equivalents, beginning of year		57,285			63			977		58,325
Cash and cash equivalents, end of year	$	59,011		$	60		$	2,587	$	61,658

F-33

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

31.	SUBSIDIARY GUARANTOR FINANCIAL INFORMATION

The Company’s 7.875% senior secured notes are guaranteed by the following subsidiaries of the Company: Titan Tire Corporation, Titan Wheel Corporation of Illinois, Titan Tire Corporation of Freeport, and Titan Tire Corporation of Bryan. The note guarantees are full and unconditional, joint and several obligations of the guarantors. The following condensed consolidating financial statements are presented using the equity method of accounting. Certain sales & marketing expenses recorded by non-guarantor subsidiaries have not been allocated to the guarantor subsidiaries.

	Consolidating Condensed Statements of Operations
	Year Ended December 31, 2010
(Amounts in thousands)
	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	0		$	863,575		$	18,016		$	0		$	881,591
Cost of sales		2,340			742,380			22,942			0			767,662
Gross profit (loss)		(2,340	)		121,195			(4,926	)		0			113,929
Selling, general and administrative expenses		27,400			8,491			21,674			0			57,565
Research and development expenses		0			6,190			127			0			6,317
Royalty expense		0			9,263			0			0			9,263
Income (loss) from operations		(29,740	)		97,251			(26,727	)		0			40,784
Interest expense		(26,667	)		0			0			0			(26,667	)
Loss on note repurchase		(14,573	)		0			0			0			(14,573	)
Other income		921			59			125			0			1,105
Income (loss) before income taxes		(70,059	)		97,310			(26,602	)		0			649
Income tax provision (benefit)		(31,409	)		43,631			(11,931	)		0			291
Equity in earnings of subsidiaries		39,008			(272	)		272			(39,008	)		0
Net income (loss)	$	358		$	53,407		$	(14,399	)	$	(39,008	)	$	358

	Consolidating Condensed Statements of Operations
	Year Ended December 31, 2009
(Amounts in thousands)

	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	0		$	713,487		$	14,112		$	0		$	727,599
Cost of sales		(6	)		650,820			20,820			0			671,634
Gross profit (loss)		6			62,667			(6,708	)		0			55,965
Selling, general and administrative expenses		16,549			9,719			20,466			0			46,734
Research and development expenses		67			8,616			167			0			8,850
Royalty expense		0			7,573			0			0			7,573
Noncash goodwill impairment charge		0			0			11,702			0			11,702
Income (loss) from operations		(16,610	)		36,759			(39,043	)		0			(18,894	)
Interest expense		(16,246	)		0			0			0			(16,246	)
Gain on note repurchase		1,398			0			0			0			1,398
Other income		1,452			125			163			0			1,740
Income (loss) before income taxes		(30,006	)		36,884			(38,880	)		0			(32,002	)
Income tax provision (benefit)		(6,897	)		8,479			(8,939	)		0			(7,357	)
Equity in earnings of subsidiaries		(1,536	)		(635	)		4,233			(2,062	)		0
Net income (loss)	$	(24,645	)	$	27,770		$	(25,708	)	$	(2,062	)	$	(24,645	)

F-34

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Consolidating Condensed Statements of Operations
	Year Ended December 31, 2008
(Amounts in thousands)
	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	0		$	1,013,881		$	22,819		$	0		$	1,036,700
Cost of sales		(922	)		873,439			24,469			0			896,986
Gross profit (loss)		922			140,442			(1,650	)		0			139,714
Selling, general and administrative expenses		20,332			10,543			22,786			0			53,661
Research and development expenses		17			3,472			1			0			3,490
Royalty expense		0			9,242			0			0			9,242
Income (loss) from operations		(19,427	)		117,185			(24,437	)		0			73,321
Interest expense		(15,122	)		0			0			0			(15,122	)
Noncash Titan Europe Plc charge		(37,698	)		0			0			0			(37,698	)
Other income (expense)		832			(267	)		1,944			0			2,509
Income (loss) before income taxes		(71,415	)		116,918			(22,493	)		0			23,010
Income tax provision (benefit)		(30,024	)		49,152			(9,455	)		0			9,673
Equity in earnings of subsidiaries		54,728			(1,062	)		32,200			(85,866	)		0
Net income	$	13,337		$	66,704		$	19,162		$	(85,866	)	$	13,337

	Consolidating Condensed Balance Sheets
	December 31, 2010
(Amounts in thousands)
	Titan					Non-
	Intl., Inc.			Guarantor		Guarantor
	(Parent)			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	239,362		$	3	$	135		$	0		$	239,500
Accounts receivable		0			85,335		3,669			0			89,004
Inventories		0			113,104		14,878			0			127,982
Prepaid and other current assets		14,732			15,937		785			0			31,454
Total current assets		254,094			214,379		19,467			0			487,940
Property, plant and equipment, net		7,678			218,999		21,377			0			248,054
Investment in subsidiaries		39,465			9,057		10			(48,532	)		0
Other assets		22,183			869		28,424			0			51,476
Total assets	$	323,420		$	443,304	$	69,278		$	(48,532	)	$	787,470

Liabilities and Stockholders’ Equity
Accounts payable	$	1,406		$	32,305	$	1,570		$	0		$	35,281
Other current liabilities		16,066			38,689		2,317			0			57,072
Total current liabilities		17,472			70,994		3,887			0			92,353
Long-term debt		373,564			0		0			0			373,564
Other long-term liabilities		9,161			28,083		5,994			0			43,238
Intercompany accounts		(355,092	)		110,361		244,731			0			0
Stockholders’ equity		278,315			233,866		(185,334	)		(48,532	)		278,315
Total liabilities and stockholders’ equity	$	323,420		$	443,304	$	69,278		$	(48,532	)	$	787,470

F-35

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Consolidating Condensed Balance Sheets
	December 31, 2009
(Amounts in thousands)
	Titan					Non-
	Intl., Inc.			Guarantor		Guarantor
	(Parent)			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	229,004		$	8	$	170		$	0		$	229,182
Accounts receivable		(201	)		65,533		2,181			0			67,513
Inventories		0			92,116		18,020			0			110,136
Prepaid and other current assets		19,857			17,881		647			0			38,385
Total current assets		248,660			175,538		21,018			0			445,216
Property, plant and equipment, net		7,602			222,184		24,675			0			254,461
Investment in subsidiaries		10,748			9,057		10			(19,815	)		0
Other assets		23,870			760		12,156			0			36,786
Total assets	$	290,880		$	407,539	$	57,859		$	(19,815	)	$	736,463

Liabilities and Stockholders’ Equity
Accounts payable	$	1,086		$	22,248	$	912		$	0		$	24,246
Other current liabilities		8,288			35,817		1,721			0			45,826
Total current liabilities		9,374			58,065		2,633			0			70,072
Long-term debt		366,300			0		0			0			366,300
Other long-term liabilities		5,574			26,475		6,089			0			38,138
Intercompany accounts		(352,321	)		128,302		224,019			0			0
Stockholders’ equity		261,953			194,697		(174,882	)		(19,815	)		261,953
Total liabilities and stockholders’ equity	$	290,880		$	407,539	$	57,859		$	(19,815	)	$	736,463

	Consolidating Condensed Statements of Cash Flows
	Year Ended December 31, 2010
(Amounts in thousands)
	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Consolidated
Net cash provided by operating activities	$	28,158		$	21,809		$	744		$	50,711

Cash flows from investing activities:
Capital expenditures		(6,155	)		(21,865	)		(834	)		(28,854	)
Other, net		0			51			55			106
Net cash used for investing activities		(6,155	)		(21,814	)		(779	)		(28,748	)

Cash flows from financing activities:
Proceeds from borrowings		200,000			0			0			200,000
Repurchase of senior notes		(206,166	)		0			0			(206,166	)
Proceeds from exercise of stock options		285			0			0			285
Payment of financing fees		(5,057	)		0			0			(5,057	)
Other, net		(707	)		0			0			(707	)
Net cash used for financing activities		(11,645	)		0			0			(11,645	)

Net increase (decrease) in cash and cash equivalents		10,358			(5	)		(35	)		10,318
Cash and cash equivalents, beginning of period		229,004			8			170			229,182
Cash and cash equivalents, end of period	$	239,362		$	3		$	135		$	239,500

F-36

TITAN INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Consolidating Condensed Statements of Cash Flows
	Year Ended December 31, 2009
(Amounts in thousands)
	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Consolidated
Net cash provided by (used for) operating activities	$	36,592		$	35,986		$	(265	)	$	72,313

Cash flows from investing activities:
Capital expenditures		(2,704	)		(36,061	)		(772	)		(39,537	)
Acquisition of shares of Titan Europe Plc		0			0			(2,399	)		(2,399	)
Other, net		0			25			1,017			1,042
Net cash used for investing activities		(2,704	)		(36,036	)		(2,154	)		(40,894	)

Cash flows from financing activities:
Proceeds from borrowings		172,500			0			0			172,500
Repurchase of senior notes		(4,726	)		0			0			(4,726	)
Payment on debt		(25,000	)		0			0			(25,000	)
Proceeds from exercise of stock options		1,142			0			0			1,142
Payment of financing fees		(7,107	)		0			0			(7,107	)
Other, net		(704	)		0			0			(704	)
Net cash provided by financing activities		136,105			0			0			136,105

Net increase (decrease) in cash and cash equivalents		169,993			(50	)		(2,419	)		167,524
Cash and cash equivalents, beginning of period		59,011			58			2,589			61,658
Cash and cash equivalents, end of period	$	229,004		$	8		$	170		$	229,182

	Consolidating Condensed Statements of Cash Flows
	Year Ended December 31, 2008
(Amounts in thousands)
	Titan						Non-
	Intl., Inc.			Guarantor			Guarantor
	(Parent)			Subsidiaries			Subsidiaries			Consolidated
Net cash provided by (used for) operating activities	$	(25,759	)	$	73,451		$	3,478		$	51,170

Cash flows from investing activities:
Capital expenditures		(4,534	)		(73,461	)		(1,958	)		(79,953	)
Other, net		7			6			91			104
Net cash used for investing activities		(4,527	)		(73,455	)		(1,867	)		(79,849	)

Cash flows from financing activities:
Proceeds on revolving credit facility		25,000			0			0			25,000
Proceeds from exercise of stock options		3,536			0			0			3,536
Excess tax benefit from stock options exercised		4,131			0			0			4,131
Other, net		(655	)		0			0			(655	)
Net cash provided by financing activities		32,012			0			0			32,012

Net increase (decrease) in cash and cash equivalents		1,726			(4	)		1,611			3,333
Cash and cash equivalents, beginning of year		57,285			62			978			58,325
Cash and cash equivalents, end of year	$	59,011		$	58		$	2,589		$	61,658

F-37

TITAN INTERNATIONAL, INC.

SCHEDULE II – VALUATION RESERVES

Description	Balance at beginning of year		Additions to costs and expenses			Deductions			Balance at end of year

Year ended December 31, 2010
Reserve deducted in the balance sheet from the assets to which it applies

Allowance for doubtful accounts	$	3,958,000	$	255,000		$	(324,000	)	$	3,889,000
Allowance for inventory obsolescence	$	2,296,000	$	5,294,000		$	(222,000	)	$	7,368,000

Year ended December 31, 2009
Reserve deducted in the balance sheet from the assets to which it applies

Allowance for doubtful accounts	$	6,639,000	$	1,248,000		$	(3,929,000	)	$	3,958,000
Allowance for inventory obsolescence	$	3,818,000	$	(991,000	)	$	(531,000	)	$	2,296,000

Year ended December 31, 2008
Reserve deducted in the balance sheet from the assets to which it applies

Allowance for doubtful accounts	$	5,258,000	$	1,489,000		$	(108,000	)	$	6,639,000
Allowance for inventory obsolescence	$	4,671,000	$	(162,000	)	$	(691,000	)	$	3,818,000

S-1

EX-10.10 2 ex10_10.htm MAURICE M. TAYLOR, JR. EMPLOYMENT AGREEMENT AMENDMENT ex10_10.htm

Exhibit 10.10

Maurice M. Taylor, Jr. Employment Agreement Amendment - December 30, 2010

The Employment Agreement dated April 28, 2006 and amended October 1, 2008, under "Section 3, Direct Compensation", "Special Performance Award" is hereby extended and amended. The Executive's Special Performance Award is extended and if the stock price has increased above $1.00 per share, the difference above $15.75 per share, if any, shall be multiplied by 1,250,000 and paid to the Executive as he instructs. If the Executive dies while still employed, the Special Performance Award will be paid to the Executive's estate. The Special Performance Award will continue until exercised by the Executive or the Executive leaves the company.

EX-10.14 3 ex10_14.htm WHEEL PURCHASE AGREEMENT WITH DEERE & COMPANY - NOV 2010 ex10_14.htm

Exhibit 10.14

Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by [***].

Wheel Purchase Agreement

This Wheel Purchase Agreement is entered into as of the 1st day of November 2010 (the “EFFECTIVE DATE”) by and between Titan Wheel Corporation of Illinois, 2701 Spruce Street, Quincy, IL., (hereafter referred to as “Seller”) Deere & Company, One John Deere Place, Moline, IL., (hereafter referred to as “Purchaser”).

WHEREAS, Purchaser wishes to purchase from Seller and Seller wishes to sell to Purchaser certain Products, as hereinafter defined, which will then be incorporated into whole goods equipment or sold as replacement parts by Purchaser and its dealers.

NOW, THEREFORE, the parties agree as follows:

1. SUPPLY OF PRODUCTS. Pursuant to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser and Purchaser agrees to buy from Seller [***] listed in Exhibits A of this Agreement (“Products”). Exhibit A may be modified by the mutual written agreement of the parties. Seller will be given a chance to quote any new part numbers at the [***] factories covered by the agreement over the life of the agreement. In addition, it is Purchaser’s intention to give Seller the opportunity to quote new projects [***]. Wheels that become part of new product programs, as well as new designs, will be competitively quoted. Part number changes must include substantive design change to be consider ed eligible PDP candidates for competitive quoting. (E.g. A change in the bolt hole pattern or disk offset on a wheel would not be considered substantive, whereas a new rim or disk redesign would be considered substantive. If Seller is awarded this new business, those wheel part numbers will be added to Exhibit A as stated in Section I for the term of the Agreement. [***].

2. TERM. The term of this three-year Agreement begins on the Effective Date and ends on 31 October 2013. This Agreement will not automatically renew, but may be renewed by mutual written agreement of the parties provided the parties agree to such renewal at least six (6) months prior to the end of the existing term.

3. PERFORMANCE EXCLUSIONS. The parties recognize that continuing to be competitive in performance, delivery, quality and technology is essential for this long-term association to exist. If Purchaser reasonably demonstrates to Seller that a particular Product is not a competitive value in performance, delivery, technology, order flexibility and/or quality with other equivalent parts of equivalent value, usage or availability in the world, then Seller agrees to provide an action plan and timetable [***] to make such Product competitive. If the plan fails to make the Product competitive, Purchaser may serve notice that the non-competitive Product is considered out of scope and shall therefore be a candidate for re-sourcing. Purchaser agr ees that prior to exercising its option, it will consider, in good faith, any proposal by Seller to make the Product competitive. If Seller is not competitive on this new business, Purchaser shall ensure Seller is given an opportunity to close the competitive gap prior to making an award decision.

4. FORECASTS AND ORDERS. Purchases under this Agreement shall be made against specific orders submitted by Purchaser to Seller from time to time during the term of this Agreement. Forecasted orders are not firm, are to be made for planning purposes and do not constitute a contractual obligation on Purchaser’s part unless the parties have agreed otherwise in writing.

Provided however, Purchaser shall issue a [***] of EDI Entry and [***], see Exhibit E, along with a forecast per Seller’s requirements. Changes, whether increases or decreases, within the [***] will be reviewed on an individual basis between Purchaser and Seller to assess the impact to Seller’s production schedule. If Seller has not produced parts per the schedule and has steel available to meet the increased quantity, no premium set-up will be invoiced to Seller. Should an additional set-up be required to meet Purchaser’s increased demand, Seller and Purchaser will negotiate the amount of premium that will be invoiced to Seller. Furthermore, if Purchaser notifies Seller that the demand for a particular Product has dropped, and this notification occurs [***] but the Product has not yet been manufactured, Seller agrees to cancel the order. Purchaser will be responsible for the steel acquired for the order if the steel is unique to Purchaser’s application and cannot be used for other orders [***].

Consideration of steel availability and corresponding lead times will be considered for Seller to secure steel to manufacture Purchaser’s orders during times of tight steel supply.

The quotation “template” involving quantity break proposals currently being used by Harvester Works will be the tool used to address less than minimum order quantities (MOQ).

5. TERMS and CONDITIONS. Purchaser’s standard purchase order terms and conditions set forth in Exhibit D attached hereto and made part of this Agreement shall apply to the sale of any Product(s) pursuant to this Agreement. If there is any conflict between the terms and conditions contained in Exhibit D and the terms and conditions contained in this Agreement, the terms and conditions contained in this Agreement are controlling.

6. PACKAGING. Seller shall package the Product so that the Products will not be damaged or destroyed in transit. As to each Products shipment, Seller must include a packing list specifying the Products number(s), the quantity of each Product, the order number, release number, and/or blanket purchase order number, if applicable, and any other information Purchaser requires.

7. PRICING. During the term of this Agreement, the price of these Products shall be the applicable prices set forth in Exhibit A.

Purchaser and Seller agree that it is not the intent of either party to enhance profits or costs as a result of [***].

Surcharges for material will be adjusted (increased or decreased) based on prevailing market pricing [***].

-2-

Purchaser commits to [***] for the period of this agreement on all parts on Exhibit A. Exhibit B contains Seller proposed MOQ’s for all part numbers on Exhibit A. Part numbers listed in Exhibit C include parts submitted to Purchaser for review, but does not include part numbers in Exhibits A and B.

For pricing shown in Exhibit A, Seller shall guarantee [***] on the total value of the Agreement for each of the following periods:

a.	Nov 2010 – 31 Oct 2011

b.	Nov 2011 – 31 Oct 2012

c.	Nov 2012 – 31 Oct 2013

[***]. Purchaser commits Engineering and Supply Management resources for VI (Value Improvement) sessions annually with Seller (Titan Wheel and Titan Tire) engineers to generate cost reduction and VI projects. Upon implementation by Purchaser and Seller these projects shall be credited towards both the [***] and the total annual JDCROP goals. If implemented projects do not result in meeting the [***], Seller shall adjust prices to make up the difference in order to guarantee the [***].

8. COST MANAGEMENT.

A)	The cost reduction activities will be tracked using the John Deere Cost Reduction Opportunity Process (JD CROP). [***].

Service part prices will be the same as production part price to allow Seller to combine service and production requirements into the same Seller production lot. Part prices for items no longer in production will be determined using current practices to include special packagings, reduced lot sizes, special delivery, etc. Buyer must purchase a minimum quantity,

9. PAYMENT. Payment terms are net thirty (30) days.

10. PARTS SPECIFICATION. The Products and Other Products shall be manufactured by Seller pursuant to Purchaser’s bill of material, specification, and quality standards.

11. WARRANTY. Seller warrants the wheels and wheel components for one year from the date of sale to Purchaser to be free from defect in material or workmanship only. There are no other implied or express warranties. Seller will replace or repair, at its sole cost, any Products or Other Products during the warranty period.

12. PRODUCT INDEMNITY. Seller agrees to defend, hold harmless and indemnify Purchaser, its subsidiaries and affiliates, their officers, directors, employees, agents and contract dealers from and against any and all claims for death; personal injury, property damage and all other damages, losses, claims, or suits, including costs and attorneys’ fees, arising from any act

-3-

or omission of Seller relating to defective material or workmanship and only if the Products or Other Products has not been modified, misused, damaged, overloaded or other non-defective conditions.

13. ENTIRE AGREEMENT. The terms of this Agreement will supersede any conflicting or inconsistent terms contained in orders or exhibits to this Agreement and the terms and conditions of this Agreement shall apply to all such orders placed by Buyer.

14. AMENDMENTS. This Agreement may be amended only by a written document signed by the parties, which states that it is intended to amend this Agreement.

15. SEVERABILITY. The invalidity or unenforceability of any term of this Agreement shall not affect the validity and enforceability of this Agreement or any of its other terms, and this Agreement and such other terms shall be construed as though the invalid or unenforceable term(s) were not included herein.

16. ASSIGNMENT. Neither Party shall assign this Agreement, whether voluntarily or involuntarily, without prior written consent of the other party (which consent may be granted or withhold in that parties sole and absolute discretion) and any attempt to do so shall be void and have no effect.

17. BINDING EFFECT Except as otherwise provided this Agreement shall be binding on the successors and assigns of each party hereto.

18. NOTICES. Notification required or permitted hereunder shall be sent to the purchasing representative of the applicable Purchaser facility and to the following parties:

TO:	President	Vice President, Supply Management
	Titan Wheel Corp. of Illinois	Deere & Company
	2701 Spruce Street	One John Deere
	Quincy, Illinois 62301	Moline, IL 61265
	(217) 228-6011	(309) 765-5561

Such notice shall be sent by facsimile or first class mail. Notice shall be deemed received upon proper transmission of the facsimile, actual receipt by the party or five (5) days after the notice is mailed, whichever occurs first.

19. LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois.

20. FORCE MAJEURE Neither party shall be responsible to the other party for any delay in or failure of performance of its obligations under this Agreement to the extent attributable to

-4-

causes beyond its reasonable control, including but not limited to, acts of God, fires, floods, strikes, acts of any government or delays by carriers, provided that the party affected thereby gives the other parties prompt notice of the occurrence of any event which is likely to cause any such delay or failure and of its best estimate of the length of any delay and possibility that it will be unable to resume performance; and provided further that said affected party shall use its best efforts to expeditiously overcome the effects of the event and to resume performance.

21. SPECIFIC PERFORMANCE. The parties agree that money damages would not be a sufficient remedy for any breach of this Agreement by either party or, that in addition to all other remedies the non-breaching party shall be entitled to specific performance and injunctive or other equitable relief as remedy to for any such breach, and the parties further agree to waive any requirement for the securing or posting of any bond in connection with such remedy.

22. ARBITRATION. Parties agree any claim or dispute between them arising out of or related to this Agreement that cannot be resolved through informal mean, shall be resolved through neutral binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Each party shall pay its own costs of arbitration. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction.

23. REMEDIES CUMULATIVE. Each of the rights and remedies of the parties set forth in this Agreement shall be cumulative with all other such rights and remedies as well as with all rights and remedies of the parties otherwise available at law or in equity.

-5-

IN WITNESS WHEREOF, the parties hereto have signed this Agreement or have caused it to be signed by their duly authorized officers or representatives, as of the day and year written below.

Dated: November 1, 2010	Titan Wheel Corporation of Illinois
	By: /s/ TITAN WHEEL CORPORATION OF ILLINOIS

	Deere and Company
	By: /s/ DEERE AND COMPANY

EXHIBIT A

[***]

EXHIBIT B

[***]

EXHIBIT C

[***]

EXHIBIT D

[See Attached]

EXHIBIT E

[***]

Exhibit D

JOHN DEERE

TERMS AND CONDITIONS

Unless this Purchase Order expressly provides otherwise, it is limited to the terms and conditions set forth herein. Buyer hereby objects to any additional or different terms and conditions proposed by Seller in any proposal, quotation, acknowledgment or other document. Any such proposed terms and conditions shall be void and the terms and conditions herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties. When used in this Purchase Order, the term "Goods" means the items, materials, equipment, software, tooling, parts and/or work or services supplied pursuant to this Purchase Order.

1. ACCEPTANCE AND MODIFICATIONS. This Purchase Order ("Order"), whether or not issued with reference to a quotation or proposal of Seller, shall constitute an offer. Acceptance by Seller is expressly limited to the terms and conditions hereof and is evidenced by commencement of performance. No changes or modifications in this Order shall be valid unless confirmed in writing by Buyer.

2. PACKING, PACKAGING, CONTAINERS, AND TRANSPORTATION. No charge for packing, packaging, containers or transportation will be allowed except as provided for in this Order.

3. SHIPMENT/DELIVERY. Seller shall ship/deliver Goods in accordance with instructions and specifications set forth in this Order. If Goods are not shipped/delivered in accordance with Buyer's instructions and specifications, Seller shall be responsible for any additional costs incurred by Buyer as a result of Seller's failure to comply with such instructions and/or specifications.

4. DUTY DRAWBACK RIGHTS. This Order includes all related customs duty and import drawback rights (including rights developed by substitution and rights which may be acquired from Seller's suppliers) if any, which Seller can transfer to Buyer. Seller shall inform Buyer of the existence of any such rights and upon request, supply such documents as may be required to obtain such drawback.

5. PAYMENT. Unless otherwise stated in this Order, invoices for Goods shall be paid net 30 days from the date of receipt of the invoice or receipt of the Goods, whichever is later ("Payment Due Date"). Discounts offered by Seller to Buyer shall be allowed if payment is made on or before the Payment Due Date. Buyer reserves the right to require Sellers to U.S. Buyer units, to submit invoices electronically as set forth in this Order.

6. OVERAGES AND SHORTAGES. Except in the sole discretion of Buyer, overages or shortages of Goods specified in this Order will not be accepted and such Goods will be held at Seller's risk. Buyer shall have no obligation to keep or preserve any overages or shortages of Goods delivered by Seller. Buyer may, and at Seller's request shall, return the Goods at Seller's risk, and all transportation charges, both to and from the original destination, shall be paid by Seller.

7. FABRICATION AND MATERIAL COMMITMENTS. Unless otherwise authorized in writing by Buyer, Seller shall not make commitments for materials or fabricate or assemble in advance of time reasonably necessary to comply with the terms of this Order.

8. TERMINATION. Buyer may terminate this Order for its convenience, in whole or in part, by written or electronic notice at any time. If this Order is terminated for convenience, any claim of Seller shall be settled on the basis of reasonable costs incurred by Seller in the performance of this Order for labor and materials which are not usable by Seller for other goods it manufactures. Materials for which Seller is reimbursed shall become the property of Buyer and be surrendered to it upon Buyer's request. Seller shall safeguard and shall not destroy such materials without Buyer's consent.

Rev. March 2010

9. DELAYS. If Seller fails or refuses to proceed with this Order, or if Seller fails to make delivery, or Buyer refuses to accept delivery in accordance with the delivery schedule, the other party may cancel the then remaining balance of this Order unless the delay is an "excusable delay" as hereinafter defined. An "excusable delay" shall not constitute a default under this Order. The term "excusable delay" as used in this section means any delay in making or accepting deliveries which results without fault or negligence on the part of the party involved and which is due to causes beyond its control including, without limitation, acts of God or of the public enemy, any preference, priority or allocation order issued by Government or any other act of Government, fires, floods, epidemics, quarantine restrictions, freight embargoes, unusually severe weather, and delays of a party's supplier due to such causes. For greater certainty, "excusable delay" does not include any strike, lock-out, labor dispute or inability to obtain labor, utilities, services or raw materials. Each party shall promptly notify the other of any such delay and the cause thereof.

10. INSPECTION AND ACCEPTANCE. Buyer, at its option, may inspect and/or test the Goods at Seller's plant, off site, and/or the point of destination. Buyer shall have the right to monitor Seller's inspection, quality and reliability procedures and review the data supporting same. Acceptance of the Goods by Buyer shall not relieve Seller from any of its obligations and warranties hereunder. In no event shall payment or transfer of title constitute acceptance of the Goods.

11. QUALITY AND WARRANTY. Seller expressly warrants that all Goods covered by this Order will conform to the standards, specifications, drawings, samples, models, 3-D geometry or other description furnished or expressly adopted by Buyer, and will be of good material and workmanship, and free from defects, including defect in design (if Seller's design) and, if custom-designed by Seller for the application specified by Buyer, be comparable in quality to similar custom-designed goods sold for similar applications, and if the Goods are not ordered to Buyer's specifications, Seller further warrants that they will be of merchantable quality and fit and sufficient for the purpose intended. Seller further warrants that so long as Buyer is paying maintenance fees for Go ods, the Goods will conform to all operational and functional capabilities and features as set forth in the specifications and will be free of defects that affect the performance of such features. Seller further warrants that all Goods covered by this Order, including but not limited to components and material furnished for or incorporated into the Goods, including Goods intended for distribution as service parts, will comply with all applicable Federal, State, Provincial and local statutes, laws, regulations, orders, and ordinances, including, without limitation, all environmental and occupational health and safety laws and industry standards and Buyer's specifications that restrict or prohibit certain chemical compounds as constituents of Goods as specified in the John Deere Restricted Materials List. The John Deere Restricted Materials List is found at:

http://jdsupply.deere.com/bannedchemicals/

Seller also warrants that its processes shall comply with the John Deere Quality Manual and that the Goods will comply with all current industry safety standards, including labeling requirements and adequate warnings as required. The John Deere Quality Manual is found at:

http://jdsupply.deere.com/qualitymanual/

12. DEFECTIVE GOODS. If any of the Goods fail to meet the warranties contained in Section 11 (a "Nonconformity"), Seller shall, upon notice from Buyer, promptly correct or replace those Goods at Seller's expense. If Seller shall fail to adequately address the Nonconformity, then Seller shall reimburse Buyer for all costs to correct or replace the Nonconformity in the Goods. If Seller fails to do so, Buyer may cancel this Order as to all such Goods, and in addition, may cancel the then remaining balance of this Order. After notice to Seller, all such Goods will be held at Seller's risk. Buyer may, and at Seller's direction shall, return such Goods to Seller at Seller's risk, and a ll transportation charges, both to and from the original destination, shall be paid by Seller. Any payment for such Goods shall be refunded by Seller unless Seller promptly corrects or replaces the same at its expense. If any field problem occurs as a result of a Nonconformity in the Goods and is sufficiently serious and widespread to threaten Buyer's marketing of its end product or Buyer's reputation, or poses a previously unforeseen safety hazard or causes any governmental agency, including, without limitation, a governmental consumer product safety agency or the United States Consumer Products Safety Commission, to require a change in Buyer's end product, such that a recall or Product Improvement Program (a "PIP") is a reasonable corrective action, Seller shall pay forthwith to Buyer all costs and expenses reasonably incurred by Buyer in taking such corrective action. If the corrective action is necessary in part because o f a Nonconformity in the Goods provided, and in part because of an act or omission of Buyer, said costs and expenses shall be allocated between the parties pro rata according to their respective percentage of fault.

Rev. March 2010

13. MANUFACTURING CHANGES. Seller shall give Buyer not less than sixty (60) days prior, written notice of any specification, design, part number or other identification changes, or any major changes in process or procedure or changes in the location of the manufacturing plant or place where Seller performs any of its obligations under this Order if any such changes may affect the Goods.

14. INDEMNIFICATION. Seller shall protect, defend, hold harmless and indemnify Buyer its subsidiaries, affiliates, authorized dealers and distributors and their officers, directors, employees, agents, successors, assigns, and customers, from and against any and all claims, suits, allegations, judgments, actions, liabilities, losses, damages, costs and expenses, including, but not limited to, attorneys' fees and expenses (the "Loss") arising out of, resulting from, related to or associated with:

injury, loss or damage of any nature or kind claimed by a third party, and caused by or arising from, or alleged to have been caused by or arising from, or existing because of, infringement or alleged infringement, of any patent or copyright, or wrongful use of third-party trade secrets or proprietary information, for or on account of the manufacture, sale, offer for sale, or use of any Goods, except in the case where Seller's compliance with specifications prescribed by and originating with Buyer constitutes the sole basis of such infringement, alleged infringement, or wrongful use. If the use or sale of any Goods furnished hereunder is enjoined as a result of such suit, Seller, at its option and at no expense to Buyer, shall obtain for the party to be indemnified (including Buyer's customers, if applicable) the right to use and/or sell the Goods or substitute acceptable equivalent Goods and extend this indemnity thereto;

b)	Seller's negligence, strict liability or other claim involving the design, manufacture, material and/or workmanship of the Goods or the warnings or lack thereof;

c)	Seller's breach of this Order; or

d)	Seller's possession, use, repair or maintenance of the Property under Section 17.

15. INDEMNIFICATION PROCEDURE. Failure of Buyer to discover and/or remedy the act(s) or omission(s) in Section 14 shall not excuse Seller from this obligation. Buyer shall promptly notify Seller in writing of the Loss. Buyer shall cooperate in, but not be responsible for the investigation and defense of the action in respect of the Loss or for any costs and expenses associated therewith. Should Seller fail to assume its obligation hereunder, Buyer shall have the right, but not the obligation, to defend itself and to thereafter require Seller to reimburse and indemnify Buyer for any and all costs and expenses, including legal fees, paid by Buyer in connection therewith. Any insurance maintained by Seller as required by the terms of this Order shall in no way be i nterpreted as relieving Seller of any responsibility under this section. Sections 14 and 15 shall survive termination, cancellation or expiration of this Order.

16. INSURANCE REQUIREMENTS. Seller will maintain insurance coverage and will provide proof of insurance coverage as required by Buyer upon request.

17. BAILMENT. Machinery, equipment, tools, jigs, dies, patterns, drawings, specifications and samples furnished to Seller by Buyer on other than a charge basis, or which are separately billed to Buyer ("Property"), shall be held by Seller as bailee. Upon the completion of this Order, all such Property shall be returned to Buyer or otherwise satisfactorily accounted for by Seller. Seller, at its expense, shall insure all such Property for the reasonable value thereof against loss or damage of any kind.

18. CERTIFICATION. [FOR SELLERS LOCATED IN THE U.S. ONLY] Seller hereby certifies that it will fully comply with Executive Order 11246, as amended by Executive Order 11375, Section 503 of the Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran's Readjustment Assistance Act of 1974, as amended, Executive Order 11625, as amended, and Executive Order 13201 and the rules and regulations issued thereunder which are incorporated by reference as appropriate. Seller commits itself to such compliance by acceptance of this Order.

Rev. March 2010

19. UTILIZATION OF SMALL BUSINESS CONCERNS. [FOR SELLERS LOCATED IN THE U.S. ONLY] For purchases in excess of $550,000, Seller (unless it is a small business concern) hereby certifies that it will adopt a subcontracting plan that fully complies with the requirements of FAR 52.219-9.

20. APPLICABLE LAWS. Seller, in the performance of this Order, shall comply with all applicable Federal, State, Provincial and local statutes, laws, regulations, order and ordinances and agrees, upon request, to furnish a certificate to such effect in such form as Buyer may from time to time require. The UN Convention on Contracts for the International Sale of Goods is hereby specifically excluded from this Order. [FOR SELLERS LOCATED IN THE U.S. ONLY: Seller, in the performance of this Order, shall comply with the provisions of the United States Fair Labor Standards Act of 1938, as amended.

21. PACKAGING AND LABELING LAWS. Seller shall package, transport and label the Goods and their containers in accordance with all applicable federal, state, provincial and local packaging, shipping and labeling laws and regulations in effect in the place to which the Goods are shipped or as specified otherwise by Buyer. In absence of laws regulating the labeling of hazardous substances, Seller shall label such substances or their containers in accordance with WARNING LABELS, MANUAL, L-1, published by the Manufacturing Chemists Association, Washington, D.C. or any ANSI or similar standard enacted subsequent to this Manual.

22. SPECIAL TOOLS. Unless otherwise stated, all special tools, dies, jigs, patterns, machinery and equipment needed by Seller for the performance of this Order shall be obtained by Seller at its expense and shall be the property of Seller.

23. ASSIGNMENT. Neither party shall assign or transfer this Order or any interest therein or monies payable thereunder without the prior, written consent of the other party, and any assignment made without such consent shall be null and void, except that Buyer may assign this Order and its interest therein to any affiliated corporation or to any corporation succeeding to Buyer's business without the consent of Seller.

24. TAXES. Unless otherwise stated, the prices do not include sales, use, excise, and similar taxes applicable to the Goods or the materials used in the manufacture of Goods. All such taxes and charges shall be shown separately on Seller's invoices.

25. REMEDIES. No remedy herein provided shall be deemed exclusive of any other remedy allowed by law.

26. CONFIDENTIALITY. This Order and any material transmitted herewith may contain information confidential or proprietary to Buyer, its subsidiaries or affiliates and such information is not to be used by Seller other than the purpose for which it was transmitted to Seller. Seller shall hold such information in strictest confidence and not disclose such information to third parties without the prior, written consent of Buyer. Seller will execute a confidentiality and non-disclosure agreement as required by Buyer.

27. BUYER'S PROPERTY. Buyer shall have sole ownership of all right, title and interest in any items or materials (including those supplied or financed by Buyer), copyrighted works, work product, works of authorship, inventions conceived by Seller or any other intellectual property resulting from or arising in connection with Seller's performance under this Order. Seller hereby irrevocably waives any moral rights it has in any such copyrighted works and assigns all copyrights and patent rights in inventions to Buyer.

28. SAFETY. Seller and all individuals that Seller assigns, or subcontracts with, to perform work or services at Buyer's facilities shall comply with Buyer's "Factory Safety Regulations" and its "Contractor Safety Policy" and all occupational health and safety and environmental legislation and regulations and all applicable industry standards.

29. CODE OF CONDUCT. Seller shall comply with the John Deere Supplier Code of Conduct, which is found at:

http://www.deere.com/suppliercode/.

Rev. March 2010

30. SUPPLY CHAIN SHIPMENT SECURITY. [FOR SELLERS SHIPPING TO THE U.S.] Seller shall implement security measures to ensure the safe and secure transportation of Goods throughout the supply chain and adhere to all applicable security requirements of the country in which it operates. Buyer has been accepted into the Customs Trade Partnership Against Terrorism Act (C-TPAT) to protect the safety of borders of the United States. If Seller ships Goods into the United States, Seller shall adhere to security requirements outlined by US Customs at the following website:

http://www.customs.gov/xp/cgov/trade/cargo_security/.

31. PROHIBITION OF USE OF DEERE NAME AND TRADEMARKS. Seller shall not use the name of Deere & Company, Deere, John Deere, any affiliates or derivations, trademarks, trade dress, logos or the equivalent thereof in advertising or sales materials or in any other manner whatsoever without prior express written approval of Buyer. Such prohibition includes, without limitation, the following:

(a) Seller shall not refer to the existence of this Order without Buyer's prior express written approval;

(b) Seller is allowed to use the name Deere strictly pursuant to meeting Seller's unilateral disclosure obligations imposed by regulatory bodies, such as the SEC or NASDAQ;

(c) Seller is not allowed to make any statement or representation whatsoever regarding Buyer's opinion of Seller's company, product or services without Buyer's prior express written approval; and

(d) If Buyer provides prior express written approval for the use of its name, Buyer further reserves the right to revoke the use of its names at any time.

32. CHOICE OF LAW. The laws of the State of Illinois (without giving effect to its conflicts of law principles and without regard to the Uniform Computer Information Transactions Act (UCITA) or any version or revision of UCITA) govern all matters arising out of or relating to this Order, including, without limitation, its validity, interpretation, construction, performance and enforcement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Order. Litigation or legal proceedings which arise out of or relate to this Order are to be conducted before a judge and not a jury. The parties consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Illinois for the purposes of adjudicating any matter arising out of or relating to this Order.

33. RIGHT TO AUDIT CLAUSE. Buyer shall have the right to perform audits from time to time of Seller's costs and other items related to the terms of this Order. Seller shall, upon reasonable request and during reasonable business hours, make available for examination and reproduction by Buyer and its duly authorized agents, such books, records, and invoices of Seller as may be necessary to perform an audit pursuant to this Section. Such audits may be performed while this Order is in effect or within one year after its termination.

34. INDEPENDENT CONTRACTOR. Seller is an independent contractor. All individuals that Seller assigns, or sub-contracts with, to perform work or services are deemed to be Seller's "employees". Nothing in this Order, and no conduct, communication, trade practice or course of dealing between the parties or their subsidiaries or affiliates, shall be interpreted or deemed to create any partnership, joint venture, agency, or fiduciary relationship.

35. PRICING VIA ELECTRONIC DATA INTERCHANGE (EDI). When pricing is sent on delivery schedule data via electronic format(s), the price is for information only and may not be the contract price for all delivery due dates.

36. LICENSE GRANT. Subject to the terms of this Order, Seller grants to Buyer and its affiliates a perpetual, worldwide, fully paid-up, non-exclusive license to use one or more Goods throughout any current or future facilities and operations of the entire Buyer enterprise ("License"). Said License permits the use of one or more Goods at as many Buyer and its affiliates' locations and on as many Buyer and its affiliates' owned, leased or operated computers as Buyer and its affiliates may desire, provided that such Goods are not in simultaneous productive use in a quantity greater than authorized as set forth in the product schedule. Unless specifically agreed by Buyer and Seller in writing, the terms and conditions of this Order apply to all Seller Goods provided to Buyer at any time.

37. COPIES. The License permits copies to be made of one or more of the Goods for intemal backup, archival and security purposes at no charge to Buyer.

Rev. March 2010

38. USE BY OTHER PARTIES. The License also permits use of the Goods by third parties, including the following parties wherever those parties may be located: (i) on home or portable computers by employees and third parties working on projects for Buyer and its affiliates while traveling or working at home, (ii) by one or more third parties to perform information processing services for Buyer and its affiliates, (iii) by suppliers working on projects for Buyer and its affiliates; dealers; customers; consultants; auditors; temporary or contracted personnel; and (iv) by others who have authorized access to Buyer's information processing network and/or computers owned, controlled or o perated by Buyer or its affiliates.

39. INSTALLATION. The License permits installation and use of the Goods for installation testing, disaster recovery testing, disaster recovery, internal classes and training exercises at no charge to Buyer.

40. EXCLUSIVE OWNER. Seller represents and warrants that Seller is the exclusive owner of the Goods, or otherwise has the legal right and power to grant to Buyer and its affiliates the License granted hereunder without violating any rights of any third party.

41. NO ACCESS. Seller represents and warrants that the Goods does not and will not contain any computer code or other mechanism that would allow Seller or others to access information on Buyer's computers, computer systems, or networks for any purpose including, without limitation, viewing, transmitting or conveying such information to the Seller or any other parties that Buyer has not otherwise specifically granted access to that information.

42. DATE COMPLIANT. Seller represents and warrants that the Goods (including, but not limited to, all date fields, codes, values, calculations or operations using dates, and programmed decisions involving dates) provided hereunder is currently and continues to be Date Compliant, as defined herein.

43. NO OPEN SOURCE SOFTWARE. Seller represents and warrants that, to the best of its knowledge after proper due diligence and inquiry, the Goods does not include any portion of any Open Source Software except for that noted in any associated product schedule. Seller agrees it shall defend, indemnify and hold harmless Buyer, its affiliates and any other entity licensed to Use the Goods against any and all losses, damages, costs and expenses arising from or relating to a breach by Seller of any of its obligations or representations of this warranty, including, without limitation, any third party claims in connection with such breach.

44. EXPORT COMPLIANCE. The parties acknowledge that the technology, information and materials provided by Seller to Buyer hereunder may be subject to the export and foreign trade control laws and regulations of the United States, including, without limitation, the U.S. Commerce Department's Export Administration Regulations and regulations of the U.S. Treasury Department's Office of Foreign Assets Control, that potentially restrict or impose prior licensing requirements for the transfer or disclosure of the technology, information or materials to other parties, which are hereby incorporated by reference as appropriate. If such technology, information and materials is subject to such laws, Seller will promptly inform Buyer of such restraints. Seller hereby represents and warrants that it and its employees and contractors shall comply with all U.S. export and foreign trade control laws and regulations with respect to the release or distribution of any such technology, information or materials, including U.S. laws and regulations prohibiting exports, re-exports or disclosure of U.S. origin technology or materials to:

(a) countries subject to comprehensive economic embargo sanctions or designated as terrorist-supporting by the United States (currently Cuba, Iran, North Korea, Sudan and Syria, and subject to change); the government entities of such countries, wherever located; nationals of such countries, wherever located (including specifically, employees or contractors in the United States on temporary visas); or any person, wherever located, known to be acting for or on behalf of such a country;

(b) other entities or persons designated on the Treasury Department's list of Specially Designated Nationals and Blocked Persons, the Commerce Department's Denied Party list or Entity list, or persons otherwise prohibited from receiving such information or materials under U.S. export law or regulation (see www.bis.doc.gov for information); or

Rev. March 2010

45. VIRUS AND DISABLING DEVICES PROTECTION. Seller represents and warrants that it shall use the most effective methods and techniques reasonably available to Seller to check the Goods, prior to delivery to Buyer, for the presence of viruses and to remove and destroy any such viruses found in the Goods and, to the best of Seller's knowledge at the time of shipment, the Goods delivered hereunder contains no viruses. Seller further represents and warrants that the Goods does not and will not contain any computer code or any other devices that would disable the Goods or impair in any way its operation based on the elapsing of a period of time, checking for a specific CPU/server serial number or network address, exceeding an authorized number of copies, advancement to a particular date or other numeral, or other similar self-destruct mechanisms (sometimes referred to as ''time bombs", ''time locks" or "drop dead" devices) or that would permit Seller to access the Goods to cause such disablement or impairment (sometimes referred to as a ''trap door" or "self-help" device).

Rev. March 2010

EX-10.15 4 ex10_15.htm PURCHASE AGREEMENT-LATIN AMERICA BETWEEN THE GOODYEAR TIRE & RUBBER COMPANY AND TITAN TIRE CORP. ex10_15.htm

Exhibit 10.15

EXECUTION COPY

PURCHASE AGREEMENT – LATIN AMERICA

between

THE GOODYEAR TIRE & RUBBER COMPANY

and

TITAN TIRE CORPORATION

Dated as of December 13, 2010

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

1.1

Definitions

1.2

Definitions Can be Substantive

1.3

Definitions Not in Article 1

ARTICLE 2

SALE AND TRANSFER OF QUOTAS AND ASSETS

2.1

Sale and Transfer of Newco Quotas

2.2

Transferred Assets

2.3

Excluded Assets

2.4

Non-Transferability of Certain Assets

ARTICLE 3

LIABILITIES

3.1

Assumed Liabilities

3.2

Retained Liabilities

ARTICLE 4

PURCHASE PRICE

4.1

Consideration to be Paid by Buyer

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF GOODYEAR

5.1

Organization and Existence

5.2

Qualification

5.3

Corporate Authority

5.4

Newco

5.5

Financial Statements

5.6

Entire Business

5.7

Contracts

5.8

Taxes

5.9

No Breach of Contract; No Violations of Law; No Prior Approval

5.10

Litigation

5.11

Finders, Brokers and Investment Bankers

5.12

Absence of Changes

5.13

Compliance with Laws

5.14

Employees

5.15

Real Property

TABLE OF CONTENTS

(continued)

Page

5.16

Environmental Matters

5.17

Permits

5.18

Inventory

5.19

Product Warranty

5.20

Customers

5.21

Non-Farm Supply Agreements

5.22

Books and Records

5.23

Full Disclosure

5.24

DISCLAIMER

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER

6.1

Organization and Existence of Buyer

6.2

Corporate Authority

6.3

No Breach of Contract; No Violations of Law; No Prior Approval

6.4

Litigation

6.5

Finders, Brokers and Investment Bankers

6.6

Financing

6.7

Independent Analysis

6.8

DISCLAIMER

ARTICLE 7

COVENANTS OF BUYER AND GOODYEAR

7.1

Operating the LAT Business

7.2

Permitted Reorganization

7.3

Antitrust Law Filings

7.4

Farm Tire Distributors

7.5

Access to Information

7.6

Disclosure Generally

7.7

Public Notices

7.8

Taxes

7.9

Agreements for Sao Paulo Plant

7.10

Administration of Accounts

7.11

No Negotiation

TABLE OF CONTENTS

(continued)

Page

7.12

Aviation Tire Production

7.13

Transition Services and other Ancillary Agreements

7.14

Environmental Actions

7.15

Financial Statements

ARTICLE 8

RESTRICTIVE COVENANTS

8.1

Noncompetition Agreement

8.2

Nonsolicitation

8.3

Acknowledgment

ARTICLE 9

EMPLOYMENT MATTERS

9.1

Key Employees

9.2

Sao Paulo Business Employees; Benefits Agreement; Payroll Payment

9.3

Severance Arrangements

9.4

Claims

ARTICLE 10

ENVIRONMENTAL MATTERS

10.1

Indemnification for Environmental Costs

ARTICLE 11

CONDITIONS PRECEDENT

11.1

Conditions Precedent to Goodyear’s Performance

11.2

Conditions Precedent to Buyer’s Performance

11.3

Waiving Conditions

ARTICLE 12

CLOSING

12.1

Closing Date

12.2

Deliveries by Buyer

12.3

Deliveries by Goodyear

12.4

Further Assurances

ARTICLE 13

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

13.1

Survival

13.2

Representations and Warranties

13.3

Covenants and Agreements

13.4

Notice of Claim

iii

TABLE OF CONTENTS

(continued)

Page

ARTICLE 14

GENERAL INDEMNIFICATION

14.1

Indemnification of Buyer

14.2

Indemnification of Goodyear

14.3

Claim; Limitations

14.4

Procedures for Claims

14.5

Third-Party Claims

14.6

Payments and Offsets

14.7

Exclusive Remedy

ARTICLE 15

GOVERNING LAW; DISPUTE RESOLUTION

15.1

Governing Law

15.2

Exclusive Jurisdiction

15.3

Requirement for Mutual Consultation

15.4

Extraordinary Remedies

ARTICLE 16

TERMINATION

16.1

Termination of Agreement

16.2

Effect of Termination

ARTICLE 17

MISCELLANEOUS

17.1

Notices

17.2

Enforcement

17.3

Waiver

17.4

Captions

17.5

Successors and Assigns

17.6

Severability

17.7

No Third-Party Beneficiaries or Right to Rely

17.8

Counterparts

17.9

Time of Essence

17.10

No Strict Construction

17.11

Expenses

17.12

Currency/Method of Payment

17.13

Miscellaneous

TABLE OF CONTENTS

(continued)

Page

17.14

Entire Agreement: Amendment

LIST OF EXHIBITS

Exhibit A Colombian Supply Agreement

Exhibit B-1 Trademark License Agreement (Americas – Goodyear Brand)

Exhibit B-2 Trademark License Agreement (Americas – Fulda Brand)

Exhibit C Farm Patent and Know-How License Agreement

Exhibit D Non-Farm Patent and Know-How License Agreement (Brazil)

Exhibit E-1 Bias OTR Supply Agreement

Exhibit E-2 Bias Light Truck Supply Agreement

Exhibit E-3 Bias Medium Truck Supply Agreement

Exhibit E-4 Sleeves Supply Agreement

Exhibit E-5 Retread Supply Agreement

Exhibit F Equipment Agreement

Exhibit G Bailment Agreement (Colombia)

Exhibit H Americana Fabric Supply Agreement

Exhibit I Protocol

LIST OF SCHEDULES

Schedule A Tires Omitted from Sale

Schedule B Additional Tires

Schedule C Farm Tire Region

Schedule D Knowledge Persons

Schedule E Goodyear’s Territory

Schedule F Key Employees

Schedule 2.2(b) Inventory Locations

Schedule 2.2(e) Molds, Equipment and Parts

Schedule 2.3(q) Excluded Contracts

Schedule 2.3(r) Additional Excluded Assets

Schedule 4.2 Accounting Principles for Inventory Valuation

Schedule 4.3(a) Payroll Accounting Illustration

Schedule 4.4 Equipment and Net Book Value

Schedule 4.6 Purchase Price Allocation

Schedule 5.1 Organization and Existence

Schedule 5.4(c) Newco Capitalization

Schedule 5.5 Unaudited Financials

Schedule 5.6 Entire Business/Condition of Assets

Schedule 5.7(a) Material Contracts

Schedule 5.7(b) Third Party Contract Consents

Schedule 5.9 Breach of Contract

Schedule 5.12 Absence of Changes

Schedule 5.13(a) Compliance with Laws

Schedule 5.14(a) Key Employees

Schedule 5.14(c) Collective Bargaining Agreements

Schedule 5.14(e) Key Employee Agreements

Schedule 5.15(a) Real Property

Schedule 5.15(c) Leased Property

Schedule 5.15(f) Flood Hazard Area

Schedule 5.16 Environmental Matters

Schedule 5.17 Permits

Schedule 5.19(a) Product Warranty

Schedule 5.20 Customers

Schedule 7.4(a) Distributors

Schedule 8.1(a) Buyer’s Territory

Schedule 9.2(a) Sao Paulo Employees

Schedule 10.1(b) Environmental Conditions

Schedule 11.2(f) Consents

PURCHASE AGREEMENT – LATIN AMERICA

THIS PURCHASE AGREEMENT is entered into as of December 13, 2010, by and among The Goodyear Tire & Rubber Company, an Ohio corporation (“Goodyear”) and Titan Tire Corporation, an Illinois corporation (“Buyer”).

RECITALS:

A. Goodyear, either directly or by virtue of its direct or indirect ownership interests in Affiliated Sellers, manufactures, distributes and sells the tires described in Goodyear’s Farm Tire Handbook 2003 (excluding the specific tires set forth on Schedule A) and the additional tires listed on Schedule B (collectively “Farm Tires”) in the countries listed on Schedule C (the “Farm Tire Region”) (such business described in this Recital A, as currently conducted by Goodyear and Affiliated Sellers, the “LAT Business”).

B. Certain assets related to the LAT Business are owned by Affiliated Sellers;

C. Buyer, directly and indirectly through Affiliated Buyers, desires to purchase certain quotas of capital stock and assets from Goodyear and Affiliated Sellers relating to the LAT Business, and enter into one or more related supply and licensing agreements with Goodyear and Affiliated Sellers;

D. In order to accomplish the sale of the quotas of capital stock and assets, the supply of Farm Tires and the licensing of certain trademarks and technology to Buyer and its Affiliates, Goodyear and Buyer will enter into, or will cause Affiliated Sellers and Affiliated Buyers to enter into, the following transactions:

1. Subject to effectiveness of the Permitted Reorganization on the terms described in Section 7.2 hereof, Goodyear will sell, and Buyer or an Affiliated Buyer will purchase, all of the outstanding quotas of capital stock (the “Newco Quotas”) of Goodyear’s wholly-owned subsidiary Titan Pneus do Brasil Ltda., a sociedade empresaria limitada formed under the laws of Brazil (“Newco”), the owner and operator of the tire business at the Belenzinho, Sao Paulo, Brazil facility (the “Sao Paulo Business”) on the Closing Date;

2. Goodyear, on its own or through Affiliated Sellers, will sell to Buyer, and Buyer will purchase from Goodyear, all customer contracts, sales contracts and distributorship agreements, machinery and equipment and inventory primarily related to the LAT Business in the Farm Tire Region that constitute Transferred Assets, as defined herein;

3. Goodyear’s Affiliate will supply certain Farm Tires to Buyer and its Affiliates for sale by Buyer in the Farm Tire Region in accordance with the terms and conditions of the Farm Tire Supply Agreement (Colombia);

4. Goodyear and Buyer will enter into trademark license agreements permitting Buyer to use certain trademarks owned by Goodyear or its Affiliates in the Farm Tire Region (collectively, the “Trademark License Agreements”);

5. Goodyear and Buyer will enter into a patent and know-how license agreement permitting Buyer to use certain of Goodyear’s patented information and know-how that relates exclusively to Farm Tires in connection with the manufacture of Farm Tires in the Farm Tire Region (the “Farm Patent and Know-How License Agreement”) as well as other license agreements contemplated by this Agreement; and

6. Newco will supply certain Non-Farm Tires and tire materials for Goodyear Brazil in accordance with the terms of supply agreements and related patent and know-how agreement.

Therefore, in consideration of the premises, the respective covenants and commitments of the Parties set forth in this Agreement, and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1	Definitions. Capitalized terms have the meanings set forth in Appendix A, unless defined elsewhere in this Agreement, and such terms are hereby incorporated as if recited herein.

1.2	Definitions Can be Substantive. If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it appears only in this Article 1, effect shall be given to it as if it were a substantive provision of this Agreement.

1.3

Definitions Not in Article 1. Where any term is defined within the context of any particular Section in this Agreement, the term so defined, unless it is clear from the Section in question that the term so defined has limited application to the relevant Section shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this Article 1 or in Appendix A.

ARTICLE 2

SALE AND TRANSFER OF QUOTAS AND ASSETS

2.1

Sale and Transfer of Newco Quotas. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Goodyear shall sell, convey, assign, transfer and deliver to Buyer or an Affiliated Buyer that is organized in the United States, as determined by Buyer, the Newco Quotas, and Buyer or an Affiliated Buyer, as determined by Buyer, shall purchase and acquire from Goodyear the Newco Quotas free and clear of any Lien. All Contributed Assets will be contributed to Newco in the Permitted Reorganization free and clear of any Lien.

2.2

Transferred Assets. On the terms and subject to the conditions set forth in this Agreement, in addition to the Newco Quotas transferred in Section 2.1, at the Closing, Goodyear shall sell, convey, transfer, assign and deliver, or shall cause Affiliated Sellers to sell, convey, transfer, assign and deliver, to Buyer or an Affiliated Buyer, and Buyer shall purchase and accept, or cause an Affiliated Buyer to purchase and accept, from

Goodyear, all of Goodyear’s and Affiliated Sellers’ right, title and interest in and to the following assets that are used primarily to conduct the LAT Business as currently operated (collectively, the “Transferred Assets”) in each case free and clear of any Lien:

(a)

all rights and claims under all Contracts with any customer, sales agent, sales representative, franchisee or distributor (including but not limited to the Distributors defined in Section 7.4) for the purchase or sale of Farm Tires in the Farm Tire Region, including those that are included in the Contributed Assets (the “Customer Contracts”);

(b)	all finished good inventories with respect to Farm Tires in the locations listed on the Corresponding Schedule and the finished goods inventories included in the Contributed Assets (the “Inventory”);

(c)

all books, records, files, plans, studies, reports, manuals, handbooks, catalogs, brochures, correspondence and other materials, whether in hard copy, electronic or any other form or media pertaining to sales, farm tire dealers, pricing, costs, financial performance, marketing, advertising, promotions, suppliers, customers, inventory, engineering, manufacturing, business plans and strategies (except any of the above that constitute Intellectual Property, software or the website URL “www.goodyearag.com”) to the extent exclusively relating to the LAT Business or copies thereof if necessary for, but not exclusive to, the LAT Business (collectively, “Books and Records”);

(d)	the right to enter into the Colombian Supply Agreement;

(e)

all molds, tools, dies and other equipment (and replacement and repair parts for the foregoing) used exclusively in the LAT Business and located at facilities owned by Goodyear or an Affiliated Seller, all as described in the Corresponding Schedule, including those that are included in the Contributed Assets (the “Molds, Equipment and Parts”) (such Molds, Equipment and Parts in Colombia will be subject to a Bailment Agreement as described herein);

(f)	Contributed Assets;

(g)

any Tax credits or refunds related to Imposto sobre Circulação de Mercadorias e Serviços (ICMS) or Impostos sobre Produtos Industrializados (IPI), any Taxes levied and paid on the Inventory and all other claims and rights in respect of the foregoing, including those that are included in the Contributed Assets (the “Tax Credits”); and

(h)	all customer relationships related to the LAT Business.

2.3

Excluded Assets. All assets of Goodyear or an Affiliated Seller that are not included in the assets described in Section 2.2 and are not Contributed Assets shall be retained by Goodyear or an Affiliated Seller and are referred to collectively as “Excluded Assets.” Excluded Assets shall include (except to the extent such assets constitute Transferred Assets or Contributed Assets):

(a)	all Cash and Accounts Receivable;

(b)	all of the Goodyear Names and Marks (certain rights to which are being granted to Buyer pursuant to the Trademark License Agreements);

(c)	all claims causes of action or rights (i) relating to any of the Excluded Assets or the Retained Liabilities or (ii) under Antitrust Laws to the extent arising or attributable to the period before the Closing, whether or not pending;

(d)	all assets that have been transferred or disposed of by Goodyear or an Affiliated Seller prior to the Closing Date in transactions permitted by this Agreement;

(e)	all assets not owned by Goodyear or an Affiliated Seller as of the Closing, including, without limitation, all raw materials held under consignment agreements or arrangements with Third Parties and all property owned by any Third Party and leased or held by Goodyear or any Affiliated Seller;

(f)

except as provided in Article 9, all rights and obligations under any and all employee benefit plans and private pension plans of Goodyear and each Affiliated Seller, including, without limitation, all assets, records and vendor arrangements associated with any such plan, whether held in trust or otherwise;

(g)	all casualty, liability or other insurance policies owned by or obtained on behalf of Goodyear or any Affiliated Seller and all claims or rights under any such insurance policies;

(h)

any federal, state or local, or any foreign, claim, cause of action, right of recovery or refund with respect to any Tax including, without limitation, income Tax refunds, franchise Tax refunds, duty draw backs on export sales; sales and use Tax refunds; real property Tax refunds; and personal property Tax refunds (except in respect of any refunds of Taxes, in respect of and relating to periods following the Closing) and all other claims and rights in respect of the foregoing;

(i)	all owned real property, all leased real property and any other interest in real property along with all appurtenant rights, easements and privileges appertaining or relating thereto;

(j)	all fixed assets, machinery, equipment, computer hardware, vehicles, tools, dies, repair and replacement parts, furniture and fixtures that are not Molds, Equipment and Parts;

(k)	all of Goodyear’s and each Affiliated Seller’s finished goods, work-in process inventories, raw materials, consumables and supplies that are not Inventory;

(l)

all Intellectual Property, and all (i) inventions, whether or not patentable, whether or not reduced to practice or whether or not yet made the subject of a pending patent application or applications, (ii) ideas and conceptions of potentially patentable subject matter, including, without limitation, any patent disclosures,

whether or not reduced to practice and whether or not yet made the subject of a pending patent application or applications, (iii) national (including the United States) and multinational statutory invention registrations, patents, patent registrations and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations) and all rights therein provided by multinational treaties or conventions and all improvements to the inventions disclosed in each such registration, patent or application, (iv) copyrights (registered or otherwise) and registrations and applications for registration thereof, and all rights therein provided by multinational treaties or conventions, (v) moral rights (including, without limitation, rights of paternity and integrity), and waivers of such rights by othe rs, (vi) trade secrets and confidential, technical or business information (including ideas, formulas, compositions, inventions, and conceptions of inventions whether patentable or unpatentable and whether or not reduced to practice), (vii) whether or not confidential, technology (including know-how and show-how), manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer supplier lists and information, (viii) copies and tangible embodiments of all the foregoing, in whatever form or medium and (ix) rights to obtain and rights to apply for patents, and to register trademarks and copyrights;

(m)	all proprietary software and management information systems;

(n)	all prepaid expenses, advances and deposits of Goodyear and any Affiliated Seller, whether or not related to the LAT Business, and all rights of Goodyear and each Affiliated Seller under or in respect thereof, in each case whether recorded or unrecorded;

(o)

all of the books and records (including all books of account and all supporting vouchers, invoices and other records and materials) of Goodyear and each Affiliated Seller (i) relating to any Taxes of Goodyear or any Affiliated Seller (subject to the rights of Buyer under Section 7.8 hereof), (ii) constituting personnel records, corporate records, articles of incorporation, by-laws, minute books, stock or stock transfer records or other organizational documents or records of Goodyear or any Affiliated Seller, (iii) which Goodyear or any Affiliated Seller is required by Law to retain in its possession or (iv) which are subject to or protected by any privilege from disclosure under applicable Law, provided that Goodyear or such Affiliated Seller shall provide Buyer and each Affiliated Buyer with reasonable access to any such books and records described i n (i) - (iii) above that relate to the LAT Business, the Transferred Assets, the Assumed Liabilities or Newco for the purpose of making copies thereof at Buyer’s sole cost and expense;

(p)	all Goodyear Receivables;

(q)

All customer, sales agent, franchisee and distributor Contracts and agreements that are not for the purchase or sale of Farm Tires in the Farm Tire Region, and the Contracts listed on the Corresponding Schedule that are either shared between the Sao Paulo Facility and other units or facilities of Goodyear Brazil or used by Goodyear in administrative or Latin American regional operations that are not being transferred in this transaction (collectively, the “Excluded Contracts”); and

(r)	all assets that are not Transferred Assets or Contributed Assets, including but not limited to, those assets identified on the Corresponding Schedule.

2.4	Non-Transferability of Certain Assets.

(a)	Notwithstanding Section 2.2, if there are assets that are not assignable without the consent of Third Parties (“Non-Transferable Assets”), and these consents are not obtained by the Closing Date, the Non-Transferable Assets will not be assigned without that consent.

(b)

Goodyear shall, and shall cause the Affiliated Sellers to, both before and after Closing, use commercially reasonable efforts to obtain the consent of any Third Parties to the assignment of any Non-Transferable Assets. In the event (i) the rights and obligations of Goodyear or an Affiliated Seller, as applicable, under a Non-Transferable Assets are expressly not assignable, or (ii) Goodyear or the applicable Affiliated Seller has not obtained the necessary consents to assignment from all parties to a Non-Transferable Asset prior to the Closing Date, Buyer or an Affiliated Buyer, as determined by Buyer, shall fulfill the obligations under such Non-Transferable Asset accruing after the Closing for and on behalf of Goodyear or the Affiliated Seller, as applicable, but for the account of Buyer, and Goodyear or the Affiliated Seller will coopera te with Buyer in any reasonable arrangements designed to provide for Buyer the benefits under such Non-Transferable Asset accruing after Closing, including (x) the enforcement for the benefit and at the reasonable expense of Buyer of any rights comparable to the rights previously enjoyed by Goodyear or the Affiliated Seller in connection with such Non-Transferable Asset and (y) payment over to Buyer of all monies collected by or paid to Goodyear or the Affiliated Seller in respect of a Non-Transferable Asset due after the Closing, to the extent due in respect of, and in respect of obligations accruing during, the period after the Closing.

ARTICLE 3

LIABILITIES

3.1

Assumed Liabilities. On the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall assume, or shall cause an Affiliated Buyer to assume, only the following liabilities and obligations of Goodyear and the Affiliated Sellers in respect of the LAT Business and the Sao Paulo Business (collectively, the “Assumed Liabilities”):

(a)	all liabilities and obligations that arise, relate or accrue from Buyer’s, Affiliated Buyer’s or Newco’s ownership or operation of the LAT Business and the Sao Paulo Business and the use of the Transferred Assets and Contributed Assets on or after the Closing;

(b)	all product liability claims and obligations arising from or relating to any products manufactured or sold by Buyer or any of its Affiliates on or after the Closing (other than any such product manufactured by Goodyear on or before the Closing);

(c)	any liabilities or obligations expressly retained by Buyer or its Affiliates in connection with products manufactured by certain Affiliated Sellers for Buyer under any Related Agreement;

(d)

any obligations and liabilities in respect of returns, recalls, retrofits and warranty and adjustment claims relating to any products manufactured, sold or distributed by Buyer or its Affiliates after the Closing Date (other than any such product manufactured by Goodyear on or before the Closing) and all Actions related to such products;

(e)

any recalls by a Third Party of a product of that Third Party that utilizes a product sold, distributed or otherwise placed in the stream of commerce by Buyer or its Affiliates after the Closing (other than any such product manufactured by Goodyear on or before the Closing), or manufactured by Buyer or its Affiliates after the Closing;

(f)	all liabilities and obligations in respect of the Sao Paulo Contracts and Customer Contracts that arise, accrue or relate to the period following Closing;

(g)	all obligations and liabilities for Taxes, to the extent expressly set forth in Section 7.8; and all obligations and liabilities for Taxes of Newco other than those Taxes included in Retained Liabilities pursuant to Section 3.2(g);

(h)	all liabilities and obligations expressly assumed by Buyer under Article 9 (Employment Matters) and 10 (Environmental Matters); and

(i)	the Contributed Liabilities.

3.2

Retained Liabilities. Notwithstanding Section 3.1, at the Closing, Goodyear and Affiliated Sellers shall retain and timely pay and discharge all liabilities of Goodyear and Affiliated Sellers other than the Assumed Liabilities, it being expressly agreed by the Parties that any and all liabilities described in this Section 3.2 are excluded from the Assumed Liabilities, including but not limited to the following (collectively, the “Retained Liabilities”):

(a)	all liabilities and obligations of Goodyear and Affiliated Sellers related to the Excluded Assets, and all liabilities and obligations that arise, relate or accrue from Goodyear’s or Affiliated Sellers’ ownership or operation of the LAT Business and

the Sao Paulo Business and the use of the Transferred Assets and Contributed Assets before the Closing except as set forth on the balance sheet for the Permitted Reorganization or as set forth in Section 3.1;

(b)

all liabilities, and obligations of whatsoever nature (including, but not limited to, those of a tax, social security, labor, commercial, civil, contractual and environmental nature) related to assets or businesses of Goodyear that are not acquired by Buyer pursuant to this Agreement that arise, accrue or relate to the period before or after the Closing Date including all liabilities and obligations that are charged against Newco as legal successor to Goodyear Brazil;

(c)	all product liability claims and obligations arising from or relating to any products manufactured or sold by Goodyear including product liability claims relating to Inventory;

(d)	all liabilities and obligations, including all product liability claims, that arise, relate or accrue from any aircraft tires;

(e)	any liabilities or obligations expressly retained by Goodyear or its Affiliates in connection with products manufactured by certain Affiliated Buyers for Goodyear under any Related Agreement;

(f)	all Accounts Payable, to the extent accrued or existing prior to the Closing Date;

(g)

(i) any Tax liabilities for taxable periods ending on or prior to the Closing Date or for Pre-Closing Periods other than Tax liabilities for which Newco is legally responsible and (ii) any Tax liabilities for which Newco is legally responsible that concern taxable periods ending on or prior to the Closing Date or for Pre-Closing Periods, but only to the extent that the aggregate amount of all such Tax liabilities described in this Section 3.2(g) exceeds the Tax liability amount included or reflected on the balance sheet of Newco as of the Closing Date (such amount, the “Tax Liability Amount”).

(h)	any of Goodyear’s or its Affiliates’ liabilities and obligations under Retention Agreements with employees;

(i)	any of Goodyear’s or Affiliated Seller’s obligations and liabilities arising out of or relating to any Action to which Goodyear or an Affiliated Seller is a party pending as of the Closing, including any Action related to Taxes;

(j)	any of Goodyear’s or Affiliated Seller’s obligations and liabilities for the borrowing of money or issuance of any note, bond, indenture, loan, credit agreement or other evidence of indebtedness other than as set forth in the balance sheet for the Permitted Reorganization;

(k)	any obligations and liabilities in respect of returns, recalls, retrofits and warranty and adjustment claims relating to any products manufactured, sold or distributed

by Goodyear or an Affiliated Seller prior to the Closing Date (including Inventory) and all Actions related to such products;

(l)	any recalls by a Third Party of a product of that Third Party that utilizes a product sold, distributed or otherwise placed in the stream of commerce by Goodyear or its Affiliates, or manufactured by Goodyear or its Affiliates prior to the Closing;

(m)	all Goodyear Payables;

(n)	all liabilities and obligations expressly assumed or retained by Goodyear under Section 7.8 (Taxes), Section 7.12 (Aviation Tire Production) and Article 9 (Employment Matters); and

(o)	any of Goodyear’s or Affiliated Seller’s obligations and liabilities under the Related Agreements.

ARTICLE 4

PURCHASE PRICE

4.1

Consideration to be Paid by Buyer. As consideration for the sale, transfer and assignment of the Newco Quotas and the Transferred Assets, including but not limited to the right to enter into the Supply Agreement, and for the Non-Competition Covenants, Buyer shall (a) pay to Goodyear, on behalf of itself and Affiliated Sellers, the purchase price as defined and determined in Section 4.5 (the “Purchase Price”) and (b) assume the Assumed Liabilities. At the Closing, Buyer shall pay $99,600,000, subject to the adjustment contemplated by Section 4.4(a) (the “Preliminary Pu rchase Price”), by wire transfer in immediately available funds to a bank account or accounts designated by Goodyear. The Parties acknowledge and agree that the Purchase Price payable hereunder includes payment in full by Buyer for a prepaid royalty (the “Prepaid Royalty”), in an amount equal to $42,000,000.

4.2

Inventory Adjustment. The Preliminary Purchase Price includes an estimated value of Inventory, Works-In-Process and Raw Materials (collectively, the “Combined Inventory”) calculated in accordance with the Accounting Principles for Inventory Valuation set forth on Schedule 4.2 of $13,300,000. The inventory adjustment to the Preliminary Purchase Price shall be determined as follows:

(a)

As soon as practicable, but in no event later than sixty (60) days following the Closing Date, Buyer shall prepare a calculation of the value of the Combined Inventory as of the Closing Date in accordance with the Accounting Principles for Inventory Valuation (the “Closing Combined Inventory Value”).

(b)

Buyer shall deliver a written statement of the Closing Combined Inventory Value (the “Closing Combined Inventory Value Statement”) to Goodyear promptly after it has been prepared. After receipt of the Closing Combined Inventory Value Statement, Goodyear shall have sixty (60) days to review the Closing Combined Inventory Value Statement. Goodyear and its authorized representatives shall

have reasonable access during normal business hours to all relevant books and records, facilities and employees of Buyer or Affiliated Buyers, and Buyer shall cooperate, and shall cause Affiliated Buyers to cooperate, with Goodyear and Goodyear’s representatives’ reasonable requests with respect to their review of the Closing Combined Inventory Value Statement. Unless Goodyear delivers written notice to Buyer on or prior to the sixtieth (60th) day after Goodyear’s receipt of the Closing Combined Inventory Value Statement specifying in reasonable detail the amount, nature and basis of all disputed items, Goodyear shall be deemed to have accepted and agreed to the calculation of the Closing Combined Inventory Value. If Goodyear timely notifies Buyer of its objection to the calculation of the Closing Combined Inventory Value, Goodyear and Buyer shall, following such notice attempt to resolve their differences pursuant to Section 15.3 within the period set forth in Section 15.3 (the “Resolution Period”). Any resolution by the Parties as to any disputed amounts shall be final, binding and conclusive.

(c)

If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be resolved in the following manner: (i) Goodyear shall, at its expense, select its representative accounting firm (“Goodyear’s Representative”) and Buyer, at its expense, shall select its representative accounting firm (“Buyer’s Representative”) within ten (10) days after the expiration of the Resolution Period. Within ten (10) days thereafter, Goodyear’s Representative and Buyer’s Representative shall select one other person from an accounting firm who shall act as a neutral arbitrator (the “Neutral Auditor”) who shall resolve any and all amounts remaining in dispute. The fees and disbursements of the Neutral Auditor shall be allocated between Goodyear and the Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Neutral Auditor that is unsuccessfully disputed by each Party (as finally determined by the Neutral Auditor) bears to the total amount of such remaining disputed items so submitted. The Neutral Auditor shall act as an arbitrator to determine, based solely on the provisions of this Section 4.2, including Schedule 4.2 and the presentations by Goodyear and Buyer, and not by independent review, only those issues still in dispute. The Neutral Auditor’s determination shall be made within thirty (30) days of his or her selection, shall be set forth in a written statement delivered to Goody ear and Buyer and shall be deemed a final, binding and conclusive arbitration award. A judgment of a court of competent jurisdiction may be entered upon the Neutral Auditor’s determination. The term “Final Closing Inventory Value” shall mean the definitive Closing Combined Inventory Value agreed to (or deemed to be agreed to) by Buyer and Goodyear in accordance with Section 4.2(b) or resulting from the determinations made by the Neutral Auditor in accordance with this Section 4.2(c) (in addition to those items theretofore agreed to by Goodyear and Buyer).

(d)

If the amount of the Final Closing Inventory Value is not less than $12,800,000 nor more than $13,800,000, there shall be no adjustment to the Preliminary Purchase Price for Closing Combined Inventory. The Preliminary Purchase Price shall be (i) increased dollar for dollar to the extent that the amount of the Final

Closing Inventory Value exceeds $13,800,000, or (ii) decreased dollar for dollar to the extent that the amount of the Final Closing Inventory Value is less than $12,800,000.

4.3	Payroll Adjustment.

(a)

The balance sheet attached to the Protocol as Exhibit I includes an estimated value of the payroll accruals and the prepaid accounts and receivables that correspond to such payroll accruals as described in Section 9.2(c). The amounts set forth on that balance sheet will be updated at Closing and calculated in accordance with Brazilian Generally Accepted Accounting Principles. As set forth in Section 9.2(c), Goodyear will pay to Buyer such net amount in the Payroll Payment at Closing. Schedule 4.3(a) sets forth the line items included in the Payroll Payment and provides an example of the amounts, calculated in accordance with Brazilian Generally Accepted Accounting Principles, as of September 30, 2010.

(b)

As soon as practicable, but in no event later than sixty (60) days following the Closing Date, Buyer shall prepare a calculation of the value of the payroll accruals and the prepaid accounts and receivables that correspond to such payroll accruals in accordance with Brazilian Generally Accepted Accounting Principles for the line items listed on Schedule 4.3(a)(the “Closing Payroll Value”).

(c)

Buyer shall deliver a written statement of the Closing Payroll Value (the “Closing Payroll Value Statement”) to Goodyear promptly after it has been prepared. After receipt of the Closing Payroll Value Statement, Goodyear shall have sixty (60) days to review the Closing Payroll Value Statement. Goodyear and its authorized representatives shall have reasonable access during normal business hours to all relevant books and records, facilities and employees of Buyer or Affiliated Buyers, and Buyer shall cooperate, and shall cause Affiliated Buyers to cooperate, with Goodyear and Goodyear’s representatives’ reasonable requests with respect to their review of the Closing Payroll Value Statement. Unless Goodyear delivers written notice to Buyer on or prior to the sixtieth (60th) day after Goodyear’s receipt of the Closing Payroll Value Statement specifying in reasonable detail the amount, nature and basis of all disputed items, Goodyear shall be deemed to have accepted and agreed to the calculation of the Closing Payroll Value. If Goodyear timely notifies Buyer of its objection to the calculation of the Closing Payroll Value, Goodyear and Buyer shall, following such notice attempt to resolve their differences pursuant to Section 15.3 within the Resolution Period. Any resolution by the Parties as to any disputed amounts shall be final, binding and conclusive.

(d)

If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be resolved in the manner set forth in Section 4.2(c). The term “Final Payroll Value” shall mean the definitive Closing Payroll Value agreed to (or deemed to be agreed to) by Buyer and Goodyear in accordance with Section 4.3(c) or resulting from the

determinations made by the Neutral Auditor in accordance with Section 4.2(c) (in addition to those items theretofore agreed to by Goodyear and Buyer).

(e)	The Preliminary Purchase Price shall be (i) increased dollar for dollar to the extent that the amount of the Final Payroll Value exceeds the Payroll Payment, or (ii) decreased dollar for dollar to the extent that the amount of the Final Payroll Value is less than the Payroll Payment.

4.4 Equipment Designation.

(a)

A preliminary list of the Molds, Equipment and Parts located in the Sao Paulo Facility proposed to transfer to Buyer on the Closing Date, together with their net book value, is set forth on Schedule 4.4. Prior to the Closing Date, Goodyear and Buyer shall conduct a physical count and inspection of the Molds, Equipment and Parts and verify that each item set forth on Schedule 4.4 is used in the manufacture of Farm Tires. Following completion of the physical count, inspection and verification, Goodyear and Buyer shall update Schedule 4.4 as of the Closing Date to remove from Schedule 4.4 the Molds, Equipment and Parts that are not used in t he manufacture of Farm Tires. The Preliminary Purchased Price shall be decreased dollar for dollar by the aggregate net book value of the Molds, Equipment and Parts that are removed from Schedule 4.4 by mutual agreement of the Parties. Goodyear’s and Buyer’s approval of a revised Schedule 4.4 as of the Closing Date and the adjustment to the Preliminary Purchase Price under this Section 4.4 shall be a condition precedent to such Party’s obligation to consummate the transactions contemplated by this Agreement under Article 11. In the event that Goodyear and Buyer fail to agree on a revised Schedule 4.4 as of the Closing Date or the related adjustment to the Preliminary Purchase Price, Goodyear and Buyer may elect to waive the condition precedent and proceed with the Cl osing, in which case Buyer and Goodyear shall follow the procedures set forth in Section 4.4(b) through Section 4.4(e).

(b)

In the event that Goodyear and Buyer fail to agree on a revised Schedule 4.4 as of the Closing Date or the related adjustment to the Preliminary Purchase Price, as soon as practicable, but in no event later than sixty (60) days following the Closing Date, Buyer shall designate in writing to Goodyear any such Molds, Equipment and Parts that Buyer believes are not used in the manufacture of farm tires (the “Designation Notice”) and deliver such Designation Notice to Goodyear. By designating Molds, Equipment and Parts on the Designation Notice, Buyer shall be deemed to designate to Goodyear those Molds, Equipment and Parts that should not have been included in the Business Assets and to adjust the Prelim inary Purchase Price accordingly. Buyer may elect to maintain within Schedule 4.4 such Molds, Equipment and Parts that has zero net book value.

(c)

After receipt of the Designation Notice, Goodyear shall have sixty (60) days to review the Designation Notice. Goodyear and its authorized representatives shall have reasonable access during normal business hours to all relevant books and records, facilities and employees of Buyer or Affiliated Buyers, and Buyer shall cooperate, and shall cause Affiliated Buyers to cooperate, with Goodyear and

Goodyear’s representatives’ reasonable requests with respect to their review of the Designation Notice. Unless Goodyear delivers written notice to Buyer on or prior to the sixtieth (60th) day after Goodyear’s receipt of the Designation Notice specifying in reasonable detail the amount, nature and basis of all disputed items, Goodyear shall be deemed to have accepted and agreed to the exclusion from the Business Assets of the Molds, Equipment and Parts designated in the Designation Notice. If Goodyear timely notifies Buyer of its objection to the Molds, Equipment and Parts designated in the Designation Notice, Goodyear and Buyer shall, following such notice attempt to resolve their differences pursuant to Section 15.3 within the Resolution Period. Any resolution by the Parties as to any d isputed amounts shall be final, binding and conclusive.

(d)

If, at the conclusion of the Resolution Period, there are any Molds, Equipment and Parts remaining in dispute, then such dispute shall be resolved in the manner set forth in Section 4.2(c). The term “Final Equipment Value” shall mean the net book value, as set forth on a revised Schedule 4.4, of the total Molds, Equipment and Parts agreed to (or deemed to be agreed to) by Buyer and Goodyear in accordance with Section 4.4(c) or resulting from the determinations made by the Neutral Auditor in accordance with Section 4.2(c) (in addition to those items theretofore agreed to by Goodyear and Buyer).

(e)	The Preliminary Purchase Price shall be decreased dollar for dollar to the extent that the amount of the Final Equipment Value is less than the value of the Molds, Equipment and Parts set forth on Schedule 4.4.

4.5	Determination of Purchase Price.

(a)

Any adjustments to the Preliminary Purchase Price made under Article 4 shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank, N.A., in New York, New York, from time to time as its prime rate, for the period from the Closing Date to the date of such payment. Any adjustments to the Preliminary Purchase Price made pursuant to this Article 4 shall be paid by wire transfer of immediately available funds to the account specified by Goodyear, if Goodyear is owed payment, or by Buyer, if Buyer is owed payment, within five (5) Business Days after the Purchase Price is agreed to by Buyer and Goodyear or any remaining disputed items are ultimately determined by the Neutral Auditor. The Preliminary Purchase Price as adjusted pursuant to this Article 4 is r eferred to herein as the “Purchase Price.”

(b)	All amounts due to Goodyear pursuant to this Agreement shall be paid by Buyer or Titan International, Inc. and no other Affiliate of Buyer.

(c)	All amounts other than in US Dollars to be determined pursuant to Sections 4.2 through 4.5 shall be converted from other currencies into US Dollars applying the relevant exchange rate as published in the New York Times on the Closing Date.

4.6	Purchase Price Allocation. The sum of the Purchase Price and the Assumed Liabilities shall be allocated as set forth on the Corresponding Schedule. Buyer and Goodyear shall

agree on the Form 8594, where applicable, under Section 1060 of the Tax Code relating to this transaction based on this agreed allocation. Buyer and Goodyear agree to file such form, and such other documents as may be required in respect of such allocation by any Taxing Authority, with each relevant Taxing Authority. Buyer and Goodyear each agree to file all income, franchise and other Tax Returns, and execute such other documents as may be required by any Taxing Authority, in a manner consistent with the agreed allocation and such Form and to refrain from taking any position inconsistent with such form or agreed allocation with any Taxing Authority unless otherwise required by applicable Law; provided, however, that the amounts set forth on the Corresponding Schedule shall be adjusted to reflect any difference s between the Preliminary Purchase Price and the Purchase Price with respect to the particular jurisdiction for which the allocation has been adjusted.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF GOODYEAR

5.1

Organization and Existence. Goodyear and each Affiliated Seller is duly organized, validly existing and in good standing (or its equivalent under applicable Law) under the Laws of the jurisdiction of its formation and has full power and authority to carry on the LAT Business as now conducted by it, except as set forth in the Corresponding Schedule.

5.2	Qualification. Goodyear and each Affiliated Seller is duly qualified to do business in all jurisdictions where the nature of the Transferred Assets owned by it, or the conduct of the LAT Business conducted by it, requires it to be qualified.

5.3

Corporate Authority. Goodyear has taken all corporate actions needed to execute, deliver and consummate this Agreement and the Related Agreements, and each Affiliate of Goodyear has taken all corporate actions needed to execute, deliver and consummate any Related Agreement to which it is a party. This Agreement and the Related Agreements constitute legal, valid and binding obligations of Goodyear and its Affiliates (to the extent it is a party to this Agreement or a Related Agreement), except as applicable bankruptcy, insolvency, reorganization or similar laws relating to enforcement of creditors’ rights and remedies or other equitable principles limit enforceability.

5.4

Newco.

(a)	Newco is duly organized, validly existing and in good standing under the Laws of Brazil, and as of the Closing Date will have full power and authority to carry on the Sao Paulo Business as conducted by it on that date.

(b)	Newco is duly qualified to do business in all jurisdictions where the nature of the Contributed Assets and the properties owned, leased or operated by it or the conduct of the Sao Paulo Business conducted by it, requires it to be qualified.

Prior to the consummation of the Permitted Reorganization, Newco had no operations nor executed any agreements, and it held no assets, liabilities or obligations.

(c)

The capitalization of Newco is set forth on the Corresponding Schedule. All issued and outstanding Newco Quotas have been duly authorized, validly issued, and nonassessable. Upon completion of the Permitted Reorganization, the Newco Quotas will be fully paid. Except for the Newco Quotas, there are no quotas of capital stock or other equity securities of Newco outstanding. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which Newco is a party or which are binding upon Newco providing for the issuance, disposition or acquisition of any quotas of capital stock of Newco.

5.5

Financial Statements. Goodyear has provided to Buyer an unaudited Statement of Revenue, Costs of Goods Sold and Direct Expenses for the years ended December 31, 2009, 2008 and 2007, for the LAT Business (the “Unaudited Financials”) attached to the Corresponding Schedule. The Unaudited Financials have been prepared in accordance with the books of account and other financial records of Goodyear and present fairly, in all material respects, the revenues, costs and expenses of the LAT Business for the years ended December 31, 2009, 2008 and 2007.

5.6

Entire Business. Assuming Buyer (or one or more of its Affiliates) has the ability to provide to the LAT Business and the Sao Paulo Business, through a Related Agreement or otherwise, all services currently provided to the LAT Business by Goodyear or one of its Affiliates set forth in the Corresponding Schedule, the Business Assets are, together with the rights under this Agreement and the Related Agreements, all assets necessary to conduct the LAT Business immediately following Closing in all material respects as currently conducted. Except as reflected in the Unaudited Financials or on the Corresponding Schedule, the Transferred Assets and the Contributed Assets are in good working and serviceable condition.

5.7	Contracts.

(a)

The Corresponding Schedule lists the following types of Contracts in effect as of the date of this Agreement primarily related to the conduct of the LAT Business or the Business Assets or primarily used to operate the Sao Paulo Business excluding all Excluded Contracts (collectively, “Material Contracts”):

i.	any Customer Contract (or group of Customer Contracts with the same customer) under which payments to or by Goodyear or an Affiliated Seller in any calendar year exceed $100,000;

ii.	any Sao Paulo Contract (or group of Sao Paulo Contracts that are part of the same transaction or are with the same party) that involves aggregate annual consideration in excess of $100,000;

iii.	any Sao Paulo Contract (or group of Sao Paulo Contracts that are part of the same transaction or are with the same party) for the purchase or sale of

raw materials, commodities, supplies or products, or for the furnishing or receipt of any services that involves aggregate annual consideration in excess of $100,000;

iv.	any collective bargaining, labor or union agreement for the Sao Paulo Facility;

v.	any Contract that requires the LAT Business to deal exclusively with the counterparty or that limits the ability of the LAT Business to compete in any product or geographic market;

vi.	any Customer Contract or Sao Paulo Contract consummated or entered into outside the ordinary course of business or the performance of which extends over a period of more than one year;

vii.	any Sao Paulo Contract (or group of Sao Paulo Contracts that are part of the same transaction or are with the same party) for the lease of any real or personal property involving annual lease payments in excess of $100,000 per year; and

viii.

any Sao Paulo Contract (or group of Sao Paulo Contracts that are part of the same transaction or are with the same party) providing for capital expenditures after the date hereof in excess of $100,000.

(b)

True and complete copies of each written Material Contract (including any amendments, supplements or modifications thereto) have been disclosed and made available to Buyer. There are no oral Material Contracts. The Corresponding Schedule identifies those Material Contracts whose assignment or transfer requires the consent of a Third Party or Governmental Authority.

(c)

Each Customer Contract and Sao Paulo Contract is in full force and effect and is valid, binding and enforceable in accordance with its terms as to Goodyear, the Affiliated Seller or Newco party thereto, and to Goodyear’s Knowledge, the other parties to each Customer Contract and Sao Paulo Contract, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at Law.

(d)

Neither Goodyear nor Newco, nor, to Goodyear’s Knowledge, any other party, is in material breach or material default of any material obligation under any of the Customer Contracts or Sao Paulo Contracts, and to Goodyear’s Knowledge, no event has occurred that, with the passage of time or the giving of notice or both, would constitute a breach or default under any of the Customer Contracts or Sao Paulo Contracts or would permit modification, acceleration or termination of any Customer Contracts or Sao Paulo Contracts or result in the creation of any Lien on any of the Business Assets.

5.8

Taxes.

(a)

Goodyear and each Affiliated Seller has timely filed all Tax Returns required to be filed by it on or before the date hereof with respect to Taxes relating specifically to the Sao Paulo Business, the LAT Business, the Business Assets or the employees of the Sao Paulo Business or the LAT Business for each period ending on or before the date hereof. All such Tax Returns were correct and complete and were prepared in substantial compliance with all applicable Laws. All Taxes shown as due on such Tax Returns have been or will be timely paid. There is no unassessed Tax deficiency proposed in a writing delivered to Goodyear or any Affiliated Seller or, to Goodyear’s Knowledge, threatened against any Goodyear or any Affiliated Seller relating specifically to the Sao Paulo Business, the LAT Business, the Business Assets or the employees of the Sao Paulo Business or the LAT Business, nor is any Action pending or, to Goodyear’s Knowledge, threatened by any Governmental Authority for assessment, reassessment or collection of any Taxes relating to the Sao Paulo Business, the LAT Business, the Business Assets or the employees of the Sao Paulo Business or the LAT Business.

(b)

Newco has timely filed all Tax Returns required to be filed by it on or before the date hereof with respect to Taxes relating to the Sao Paulo Business for each period ending on or before the date hereof. All such Tax Returns were true and correct in all material respects and were prepared in substantial compliance with all applicable Laws.

(c)	All Taxes shown as due on such Tax Returns have been or will be timely paid.

(d)

There is no unassessed Tax deficiency proposed in a writing delivered to Newco or, to Goodyear’s Knowledge, threatened against Newco relating to the Sao Paulo Business, nor is any Action pending or, to Goodyear’s Knowledge, threatened by any Governmental Authority for assessment, reassessment or collection of any Taxes relating to Newco.

(e)	Newco currently is treated as a disregarded entity for United States federal and state income tax purposes. Goodyear has not filed, and will not file, any election to treat Newco as a corporation for United States federal income tax purposes.

5.9	No Breach of Contract; No Violations of Law; No Prior Approval. Assuming the expiration or early termination of the applicable waiting period or the authorization required by Antitrust Law, the execution, delivery and performance of this Agreement or any Related Agreement will not:

(a)	except as set forth in the Corresponding Schedule, be a material breach of or a default under or result in a right of notice, termination or acceleration under:

i.	the applicable governing documents of Goodyear, any Affiliated Seller or Newco;

ii.	any Material Contract; or

iii.	any Law applicable to Goodyear, any Affiliated Seller or Newco;

(b)	create a Lien upon any of the Business Assets or the Newco Quotas;

(c)	require any consent, approval or authorization of any Third Party under any Material Contract; or

(d)

require a filing with or permit from any Governmental Authority, except any filing required by Antitrust Law and the filing of the amendment to the Articles of Association of Newco approving the transfer of Newco Quotas to Buyer or any Affiliated Buyer with the Board of Trade of the State of Sao Paulo, or any filing that would not reasonably be expected to result in a Material Adverse Change.

5.10	Litigation.

(a)	There is no pending or, to Goodyear’s Knowledge, threatened Proceeding specifically relating to the LAT Business or any of the Business Assets.

(b)

There is no existing or, to Goodyear’s Knowledge, threatened order, judgment or decree of any Governmental Authority or arbitrator that specifically applies to the LAT Business, the Business Assets or the Newco Quotas and would prevent, delay, inhibit or interfere with the ordinary operation of the LAT Business or the use of the Business Assets under ordinary circumstances.

(c)	There is no pending, or to Goodyear’s Knowledge, threatened Proceeding against Goodyear that challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement or any of the Related Agreements.

5.11

Finders, Brokers and Investment Bankers. Morgan Stanley & Co. Incorporated is the only broker or investment banker acting on behalf of Goodyear in connection with the transactions contemplated by this Agreement. Except for Morgan Stanley & Co. Incorporated, the fees and expenses of which will be paid by Goodyear in accordance with Section 17.11, no other broker or investment banker has the right to receive any commission or finder’s fee in connection with the transactions contemplated by this Agreement.

5.12	Absence of Changes. Since December 31, 2009 and except as set forth in the Corresponding Schedule:

(a)	Goodyear, the Affiliated Sellers and Newco have conducted the LAT Business in the ordinary course consistent with past practice and have not sold, leased or transferred tangible or intangible assets used primarily in the LAT Business except in the ordinary course consistent with past practice;

(b)	there has been no Material Adverse Change;

(c)

there has been no increase made or agreed to in the compensation or other remuneration or rate thereof payable or to become payable by Goodyear, Newco or any Affiliated Sellers to the Employees, including but not limited to base compensation, bonus, profit sharing, incentive, severance or other plan, Contract or commitment except such increases that relate to compensation adjustments made in the ordinary course of the LAT Business and Sao Paulo Business and consistent with past practices;

(d)	there has been no uninsured loss, damage or destruction of any Business Assets (whether or not covered by insurance) that individually or in the aggregate exceed $50,000;

(e)	there have been no Liens imposed upon or attached to the Newco Quotas, and, other than Liens that do not individually or in the aggregate exceed $250,000, imposed upon or attached to the Business Assets;

(f)	there have been no breaches of or terminations of a Material Contract;

(g)	there has been no commitment to any labor organization with respect to the Sao Paulo Business;

(h)	there has been no changes in the customary methods of operation of the LAT Business, including, without limitation, policies and practices related to Inventory;

(i)

Goodyear, Affiliated Sellers and Newco have not sold, leased, subleased, licensed, transferred or otherwise disposed of Business Assets which individually or in the aggregate have a value in excess of $100,000, other than Inventory in the ordinary course of business and in connection with the Permitted Reorganization;

(j)	no party (including Third Parties, Goodyear, Affiliated Sellers and Newco) has terminated or canceled any Material Contract to which Goodyear, Affiliated Sellers or Newco is a party or by which any of them are bound; and

(k)	there has been no agreement by Goodyear, any Affiliated Seller or Newco to take any actions listed in this Section 5.12 except, in each case, as contemplated or permitted by this Agreement or any Related Agreements.

5.13	Compliance with Laws.

(a)	Except as set forth in the Corresponding Schedule, Goodyear, each Affiliated Seller and Newco have complied with all applicable Laws of each Governmental Authority in connection with the ownership and operation of the LAT Business, the Newco Quotas and the Business Assets.

(b)	To Goodyear’s Knowledge, all written claims made by Goodyear or its Affiliates for Farm Tires manufactured or sold in the LAT Business are substantiated as

required by applicable Law, and to Goodyear’s Knowledge, no advertising for Farm Tires violates the rights of publicity or privacy of any Third Party.

(c)	None of Goodyear, any Affiliated Sellers, nor Newco have received any written notice from any Governmental Authority of any violation specifically related to the ownership of the Business Assets or operation of the LAT Business.

5.14	Employees.

(a)	Goodyear has provided to Buyer on the Corresponding Schedule the information listed below for each of the Key Employees. Goodyear has provided a copy of any agreement between Goodyear, Affiliated Sellers or Newco and any of the Employees to Buyer.

i.	job classification or title;

ii.

location;

iii.	base compensation;

iv.	2009 bonus compensation, if any; and

v.	hire date.

(b)

Goodyear, Affiliated Sellers or Newco, as applicable, shall pay each Employee his salary or wages earned through the Closing Date (including, without limitation and except as set forth on the balance sheet in connection with the Permitted Reorganization, any other sums, benefits, retention bonuses or other bonuses payable by Goodyear, Affiliated Sellers or Newco) and those liabilities shall be Retained Liabilities.

(c)

Except as set forth in the Corresponding Schedule, no Employee is covered by any collective bargaining agreement between Goodyear, any Affiliated Seller or Newco and any labor organization. Goodyear has made available to Buyer complete and correct copies of the current collective bargaining agreements related to the Employees, all of which are listed in the Corresponding Schedule. No labor strike, work stoppage, slowdown or other labor dispute has occurred in the Sao Paulo Facility since January 1, 2005, and none is underway or, to the Knowledge of Goodyear or any Affiliated Seller, threatened.

(d)	The Goodyear Affiliate that employs an Employee is in compliance with all applicable Laws and collective bargaining agreements of any type regarding employment practices with respect to such Employee.

(e)	Except as provided on the Corresponding Schedule, the consummation of the transactions contemplated by this Agreement will not entitle any current or former employee of the Sao Paulo Business or any Key Employee to any additional

payment, accelerate the time of payment or vesting, or increase the amount of compensation due any Sao Paulo Employee or Key Employee.

5.15	Real Property.

(a)

A legal description of each parcel of real property owned by Goodyear Brazil, or by Newco after the filing of the relevant documents before the Real Estate Registry, and used primarily to conduct the Sao Paulo Business (the “Real Property”) is set forth on the Corresponding Schedule. Except for the part of the Real Property that has been certified as a historical site by the municipal authorities (“tombamento”), Goodyear Brazil has, and upon the filing of the relevant documents before the Real Estate Registry, Newco will have, good title to the Real Property free and clear of all Liens.

(b)	There are no pending or, to Goodyear’s Knowledge, threatened condemnation, expropriation or eminent domain proceedings involving the Real Property.

(c)

The Real Property constitutes all of the real property used primarily in connection with the operation of the Sao Paulo Business. Except as disclosed in the Corresponding Schedule, neither Goodyear nor Newco has leased or otherwise granted to any Person the right to use or occupy the Real Property or any portion thereof. All structures, buildings, fixtures and building systems installed at the Real Property are in satisfactory condition and repair adequate for the operation of the Sao Paulo Business as presently conducted. All water, gas, oil, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Real Property are in satisfactory operational condition and sufficient for regular operation of the Sao Paulo Business as presently conducted. To Goodyear’s Knowledge, there are no structural deficiencies or latent defects affecting any of the improvements on the Real Property, which would, individually or in the aggregate, interfere in any material respect with the use and occupancy of the Real Property and improvements thereon or the operation of the Sao Paulo Business.

(d)

Except for the municipal permit (“ALUF”), the Real Property is in compliance with all applicable building, zoning, subdivision, and other land use Laws. No party (including Goodyear, an Affiliated Seller and Newco) has received any notice of any material violation of any Law in connection with the use of the Real Property.

(e)

The current use and occupancy of the Real Property and the operation of the Sao Paulo Business do not violate any easement, covenant, condition or restriction in any instrument of record or, to Goodyear’s Knowledge, other unrecorded agreement affecting the Real Property. No party (including Goodyear, an Affiliated Seller or Newco) has received any notice of any material violation of any such easement, covenant, condition or restriction in any instrument of record or other unrecorded agreement.

(f)	Except as disclosed on the Corresponding Schedule, no portion of the Real Property is located in a flood hazard area.

5.16	Environmental Matters. Except as disclosed on the Corresponding Schedule:

(a)	the operations of the Sao Paulo Business are, and for the past five (5) years have been, in compliance with Environmental Laws, including compliance with all required Permits;

(b)	there is no pending or, to the Knowledge of Goodyear, anticipated change in any Environmental Law that will materially impair the use and ownership of the Real Property or any portion thereof in the continued operation of the Sao Paulo Business as currently conducted thereon;

(c)

there has not been a release or threatened release of Hazardous Substance on the Real Property, or at any other location in connection with operation of the Sao Paulo Business prior to the Closing Date, in amounts or under circumstances that could reasonably be expected to result in cleanup obligations or other liabilities under Environmental Laws;

(d)

neither Goodyear, Newco nor any Affiliated Seller has in connection with the Sao Paulo Business treated, stored, disposed of, arranged for or permitted the disposal of, transported handled or released any substance, including without limitation any Hazardous Substance, exposed any Employee or other individual to any substance or condition, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to liabilities, including but not limited to any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages, fines, penalties or attorney fees, or injunctive relief, pursuant to any Environmental Laws;

(e)

neither Goodyear, Newco nor any Affiliated Seller has, in connection with the operation of the Sao Paulo Business, either expressly or by operation of Law, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental Laws;

(f)	no judicial, administrative or Third Party Claims under Environmental Laws that remain unresolved have been asserted in writing or, to the Knowledge of Goodyear, threatened against Goodyear, any Affiliated Seller or Newco in connection with the Sao Paulo Business; and

(g)	Goodyear has made available to Buyer all documents in its direct or indirect possession or control relating to environmental conditions on the Real Property or otherwise relating to liabilities of the Sao Paulo Business under Environmental Laws.

It is understood and agreed that the representations and warranties in Section 5.16 are the only representations and warranties by Goodyear in this Agreement relating to environmental matters.

5.17	Permits. Except as set forth in the Corresponding Schedule:

(a)	Goodyear, each Affiliated Seller, and, as of the Closing Date, Newco have and are in compliance with all Permits that are required to own the Business Assets and to conduct the LAT Business as presently conducted in the ordinary course of business;

(b)	Each Permit is valid and in full force and effect; and

(c)	None of Goodyear, any Affiliated Seller nor Newco has received any written notice that any Permit will be suspended, restricted, withdrawn or terminated.

5.18	Inventory.

(a)

Except as reflected in the Unaudited Financials, the Combined Inventory consists of products that are of a quality and quantity usable and, in respect to the Inventory, saleable in the ordinary course of business, and none of the Inventory is obsolete or damaged, except for obsolete items that have been written off or down to net realized value.

(b)	The Combined Inventory is free and clear of all Liens.

(c)	The amounts at which the Combined Inventory has been valued are in accordance with Schedule 4.2.

(d)	Goodyear has consistently used the average cost method of accounting for the Combined Inventory, which average cost method has been disclosed to Buyer.

5.19	Product Warranty.

(a)

True and complete copies of Goodyear’s and each Affiliated Seller’s warranty agreements with Farm Tire customers as currently used by the LAT Business, if any, and Goodyear’s and each Affiliated Seller’s standard terms and conditions of sale as currently used by the LAT Business, if any (containing standard guaranty, warranty, and indemnity provisions) in respect of the Inventory (including finished goods Farm Tire inventory that is included in Contributed Assets) have been listed on the Corresponding Schedule and provided to Buyer.

(b)

The Inventory (including finished good Farm Tire inventory that is included in Contributed Assets) is not subject to any material guaranty, warranty or other indemnity (except as implied by applicable Law) beyond the applicable warranty agreement or the standard terms and conditions of sale described herein.

5.20

Customers. The Corresponding Schedule sets forth the names of the twenty most significant customers (by revenue, including percentages of total revenues) of the LAT Business for each of the fiscal quarters for the trailing twelve (12) month period ending on the last full calendar quarter prior to the date of this Agreement. Goodyear has no Knowledge that any customer of the LAT Business listed on the Corresponding Schedule will cease to purchase Farm Tires or substantially reduce its purchases following the Closing. The Corresponding Schedule described herein shall be updated prior to Closing to provide such information for each of the fiscal quarters for the trailing twelve (12) month period ending on the last full fiscal quarter prior to the Closing Dat e.

5.21

Non-Farm Supply Agreements. Assuming Buyer (or one or more of its Affiliates) has the ability to provide to the Sao Paulo Business, through a Related Agreement or otherwise, all services currently provided to the Sao Paulo Business by Goodyear or one of its Affiliates set forth in Schedule 5.6, the Contributed Assets are, together with the rights under this Agreement and the Related Agreements, all assets necessary for Buyer to manufacture products or provide services in accordance with the Non-Farm Supply Agreements immediately following Closing.

5.22

Books and Records. The books of account and other financial records of Goodyear, the Affiliated Sellers and Newco relating to the LAT Business are complete and correct in all material respects and represent actual, bona fide transactions. Such books and records have been maintained in accordance with sound business practices.

5.23

Full Disclosure. No representation or warranty of Goodyear, any Affiliated Seller or Newco contained in this Agreement or in any Corresponding Schedule contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made, in the context in which made, not false or misleading. All Corresponding Schedules required by this Agreement have been provided to Buyer.

5.24

DISCLAIMER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY GOODYEAR IN THIS AGREEMENT, GOODYEAR HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES THAT IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, IT HAS RELIED SOLELY ON THE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLE 5. IN NO EVENT WILL GOODYEAR BE LIABLE FOR REPRESENTATIONS OR WARRANTIES, IF ANY, MADE BY ANY INDIVIDUAL ON HIS OR HER OWN BEHALF AND NOT AS A REPRESENTATIVE OF GOODYEAR.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer makes the following representations and warranties to Goodyear:

6.1	Organization and Existence of Buyer. Buyer is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation.

6.2

Corporate Authority. Buyer has taken all corporate actions needed to execute, deliver and consummate this Agreement and the Related Agreements. This Agreement and the Related Agreements constitute the legal, valid and binding obligations of Buyer, except as applicable bankruptcy, insolvency, reorganization or similar laws relating to enforcement of creditors’ rights and remedies or other equitable principles limit enforceability.

6.3	No Breach of Contract; No Violations of Law; No Prior Approval. Assuming the expiration or early termination of the applicable waiting period or the authorization required by Antitrust Law, the execution, delivery and performance of this Agreement or any Related Agreement will not:

(a)	be a breach of or a default under:

i.	Buyer’s applicable governing documents;

ii.	any agreement or instrument to which Buyer is a party, other than breaches or defaults that would not reasonably be expected to result in a Buyer Material Adverse Change;

iii.	any Law applicable to Buyer; or

(b)	require a filing with or Permit from any Governmental Authority, except any filings or Permits the failure to make or obtain that would not be a Buyer Material Adverse Change.

6.4	Litigation. There is no pending, or to Buyer’s Knowledge, threatened Proceeding relating to Buyer that challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement or any of the Related Agreements.

6.5	Finders, Brokers and Investment Bankers. No finder, broker or investment banker has acted on behalf of Buyer in connection with the transactions contemplated by this Agreement or has the right to receive any commission or finder’s fee.

6.6	Financing. Buyer has sufficient funds available to it to pay to Goodyear the Purchase Price and to otherwise satisfy all of its obligations that will be due at Closing under this Agreement and the Related Agreements.

6.7

Independent Analysis. Buyer acknowledges and agrees that except as expressly set forth in this Agreement or the Related Agreements, no Seller has made any representation or warranty upon which Buyer is relying with respect to the Newco Quotas, the Contributed Assets, the Transferred Assets, the Assumed Liabilities or otherwise. Buyer has performed, and will perform, and is purchasing the Newco Quotas, the Contributed Assets, and Transferred Assets and assuming the Assumed Liabilities based only (except in respect of the representations and warranties of Goodyear expressly set forth herein) upon, its own due diligence and investigations with respect to the LAT Business, the Newco Quotas, the Contributed Assets, the Transferred Assets and the Assumed Liabilities and h as formed its own conclusions regarding the condition (financial and otherwise), value, property, liabilities, contracts, contingencies, prospects, risks and other incidents thereof.

6.8

DISCLAIMER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY BUYER IN THIS AGREEMENT, BUYER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT. GOODYEAR ACKNOWLEDGES THAT, IN DETERMINING TO PROCEED WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, GOODYEAR HAS RELIED SOLELY ON THE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLE 6.

ARTICLE 7

COVENANTS OF BUYER AND GOODYEAR

7.1

Operating the LAT Business. Except as set forth in Section 7.2 or as otherwise consented to in writing by Buyer, during the period from the date of this Agreement until the Closing Date, Goodyear shall cause Newco and the Affiliated Sellers to conduct the operations of the LAT Business in the ordinary course and shall not take any action of the type represented not to have occurred in Section 5.12. Goodyear and Affiliated Sellers are permitted to use Cash of the LAT Business to pay dividends or distributions, repay loans, or other payments to Goodyear’s Affiliates.

7.2

Permitted Reorganization. Immediately prior to Closing, Goodyear shall cause Goodyear Brazil to prepare and execute the documents related to the Permitted Reorganization on the terms set forth in the Protocol and Justification for Partial Spin-Off, substantially in the form attached as Exhibit I (the “Protocol”), and otherwise on terms and conditions consistent with the Protocol including adjustments required to update the balance sheet and appendices, all of which shall be subject to Buyer’s acceptance, as determined in its reasonable discretion. Goodyear shall be responsible for all out-of-pocket expenses arising out of or related to the Permitted Reorganization unless otherwise provided in this Agreement. In the event of any inconsistency between the terms of the Protocol and the terms of this Agreement, the terms of this Agreement shall control. Goodyear shall indemnify Buyer, Newco and any Affiliated Buyer, to the fullest extent permitted by Law, for any Losses incurred by the foregoing that are caused by any inconsistency

between (a) the Protocol and this Agreement or (b) the Permitted Reorganization and the transactions contemplated by this Agreement.

7.3	Antitrust Law Filings.

(a)

In connection with the transactions contemplated by this Agreement, Goodyear and Buyer shall prepare and file any filings required or advisable under any Antitrust Laws (“Antitrust Filings”) within a mutually agreed and reasonable period after this Agreement is signed, in accordance with applicable requirements of Law.

(b)	Goodyear and Buyer shall use reasonable best efforts to obtain an early termination of any applicable waiting period under the Antitrust Filings and to resolve any objections asserted by any Antitrust Authority regarding the transactions contemplated by this Agreement.

(c)	Goodyear and Buyer shall:

i.	supply the other with any information needed to make the Antitrust Filings;

ii.	notify the other promptly if they receive comments in connection with the Antitrust Filings, including requests for amendments or supplements to the Antitrust Filings;

iii.	supply the other with copies of all correspondence with a government official about the transactions contemplated by this Agreement or the Antitrust Filings;

iv.	respond as promptly as practicable to inquiries or requests made by a governmental authority relating to the transactions contemplated by this Agreement or the Antitrust Filings;

v.	cause all documents that it files to comply in all material respects with all applicable requirements of Law; and

vi.	promptly inform the other if an event occurs that requires an amendment or supplement to the Antitrust Filings and cooperate with each other in filing the amendment or supplement.

(d)	Each of Goodyear and Buyer shall pay one half of all filing fees required in connection with the Antitrust Filings or other filings. Each of Buyer and Goodyear will pay its own attorneys’ fees and other costs and expenses incurred in the preparation of the Antitrust Filings or other filings.

7.4	Farm Tire Distributors.

(a)

Goodyear and Affiliated Sellers have established relationships to sell tires with the mark of Goodyear, including Farm Tires, to the distributors listed on the Corresponding Schedule (the “Distributors”) and have provided Buyer with copies of any agreements evidencing such relationships. The Parties agree that it is in their best interest for Buyer to continue the distributor relationship for Farm Tires with the mark of Goodyear or one of its Affiliates (“Goodyear-Branded Farm Tires”).

(b)

Buyer and its Affiliates shall use commercially reasonable efforts to continue to sell Goodyear-Branded Farm Tires to each of the Distributors and enter into an arrangement that is similar to the arrangement between Goodyear or its Affiliate and such Distributor with each Distributor to continue the sale of Goodyear-Branded Farm Tires through such Distributor. Goodyear shall cooperate with and assist Buyer in connection with establishing the Distributor arrangements. The Corresponding Schedule of Distributors may be amended from time to time by Goodyear on the basis of objective criteria defined by Goodyear.

7.5

Access to Information. On the terms and subject to the conditions set forth in the Confidentiality Agreement, between the date of this Agreement and the Closing Date, Goodyear will, and will cause its Affiliated Sellers and Newco to, on reasonable notice and during ordinary business hours, subject to the requirements of applicable Law, including, without limitation, all applicable Antitrust Laws:

(a)

give to Buyer and its authorized representatives reasonable access to all Books and Records, plants, offices and other facilities and properties of Goodyear, such Affiliated Seller or Newco, respectively, to the extent related to the Sao Paulo Business, Business Assets or the Assumed Liabilities, including, without limitation, such Books and Records as Buyer or its representatives may reasonably request in connection with Buyer’s compliance with applicable Laws in connection with the consummation of the transactions contemplated hereby;

(b)	permit Buyer to make such inspections thereof as Buyer may reasonably request; and

(c)

cause its officers, employees and advisors with knowledge of the LAT Business, the Sao Paulo Business and the Business Assets to furnish Buyer with such financial and operating data and other information with respect to the LAT Business, the Sao Paulo Business and the Business Assets as Buyer may from time to time reasonably request. Any such inspection or investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the LAT Business, the Sao Paulo Business or the Business Assets.

7.6	Disclosure Generally. The Corresponding Schedules were deemed completed by the Parties as of 5:00 p.m. E.T. on December 10, 2010. The representations and warranties set forth in this Agreement, to the extent qualified by matters set forth in any

Corresponding Schedule, shall not be qualified by any information disclosed to Buyer in the course of Buyer’s due diligence investigation after such date and time. To the extent that any disclosure made after such date and time causes Goodyear to breach any of its representations and warranties set forth in this Agreement, such breach shall be subject to the indemnification provisions in Article 13. Any disclosure made by Goodyear after such date and time shall not be deemed to qualify any of the representations and warranties that serve as a condition to Buyer’s obligation to close the transactions contemplated by this Agreement under Section 11.2(a).

7.7	Public Notices. Subject to the terms of, and in addition to the requirements imposed by, the Confidentiality Agreement, the Parties shall:

(a)	issue, on the date hereof, a joint press release in the form previously agreed upon by the Parties, to the exclusion of any other press release or written public statement in respect of the execution of this Agreement;

(b)	consult with each other prior to issuing any other press release or any written public statement with respect to this Agreement or any of the Related Agreements or the contemplated transactions, and

(c)

not issue any such press release or written public statement prior to review and approval by the other Party; provided, however, that prior review and approval shall not be required if (i) in the reasonable judgment of the Party seeking to issue such release or public statement, prior review and approval would prevent the timely dissemination of such release or announcement in violation of any applicable Law or any rule, regulation or policy of any securities exchange on which the securities of such Party are traded and (ii) the Party seeking to issue such press release or public statement provides notice of the content and proposed timing thereof to the other Party, as promptly as practicable.

7.8	Taxes. References to the Goodyear and the Buyer, for purposes of this Section 7.8, shall also be deemed to include, where appropriate, Affiliates of Goodyear and Buyer, respectively.

(a)	Newco and Sao Paulo Business Taxes.

Pre-Closing Property Taxes. Real and personal property and other similar Taxes and fees (including penalties and interest thereon) relating to the Sao Paulo Business for which Newco is legally responsible concerning taxable periods ending on or prior to the Closing Date or Pre-Closing Periods shall be the responsibility of Buyer, but only to the extent provided in Section 7.8(a)(iv), and such Taxes otherwise shall be the responsibility of the Goodyear.

ii.	Pre-Closing and Split Period Income Taxes. Income Taxes, Taxes on gross receipts, franchise Taxes and Taxes based on net worth (including penalties and interest thereon) (collectively, “Income Taxes”) of Newco for which Newco is legally responsible concerning taxable periods ending

on or prior to the Closing Date shall be the responsibility of Buyer, but only to the extent provided in Section 7.8(a)(iv), and such Taxes otherwise shall be the responsibility of Goodyear. With regard to Income Taxes for which Newco is legally responsible concerning Pre-Closing Periods or Split Tax Periods, Goodyear and Buyer shall mutually agree on an estimated amount for all such Taxes (the “Agreed Pre-Closing Period Income Tax Liability Amount”). The Agreed Pre-Closing Period Income Tax Liability Amount will be included in the balance sheet for Newco in connection with the Permitted Reorganization. Goodyear shall be solely responsible for the Income Taxes for all Pre-Closing Periods to the extent such taxes exceed the Agree d Pre-Closing Period Income Tax Liability Amount included in the balance sheet. For purposes of this Section 7.8(a)(ii), any such Income Taxes or other Taxes incurred in a Split Tax Period will be allocated between the Pre-Closing Period and Post-Closing Period on a “closing of the books” basis as if the tax period ended on the close of business on the Closing Date.

iii.

Pre-Closing Other Taxes. Taxes not otherwise described in Sections 7.8(a)(i) and (a)(ii) (including penalties and interest thereon) relating to the Sao Paulo Business for which Newco is legally responsible concerning taxable periods ending on or prior to the Closing Date or Pre-Closing Periods shall be the responsibility of Buyer, but only to the extent provided in Section 7.8(a)(iv), and such Taxes otherwise shall be the responsibility of Goodyear.

iv.

Limitation on Buyer’s Liability for Certain Pre-Closing Taxes. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall be responsible for Taxes pursuant to Sections 7.8(a)(i)- (a)(iii) only to the extent of the Tax Liability Amount. If the aggregate amount of such Taxes exceeds the Tax Liability Amount, Goodyear shall be responsible for such excess. If, on the other hand, the Tax Liability Amount exceeds the total Taxes paid by Buyer during the 12-month period following the Closing Date pursuant to Sections 7.8(a)(i)-(a)(iii), Buyer shall pay such excess to Goodyear; provided, however, that Goodyear shall then be solely responsible for the payment of any Taxes pursua nt to Sections 7.8(a)(i)-(a)(iii) to the extent that the aggregate amount of such Taxes exceeds the amount equal to the Tax Liability Amount less the amount that Buyer paid to Goodyear pursuant to this Section 7.8(a)(iv).

Brazil Withholding Taxes. With regard to any Brazil withholding Taxes attributable to the sale of the Newco Quotas, Buyer shall withhold from the purchase price only the amount of tax corresponding to the net gain. For purposes of this Section 7.8(a)(v), “net gain” shall be the excess of the sales price allocable to the Newco Quotas over the cost of acquisition of the Newco Quotas as registered before the Brazil Central Bank after giving effect to the Permitted Reorganization.

(b)	Transferred Assets Taxes.

Transfer Taxes. All transfer, documentary, direct or indirect real estate conveyance, land transfer, sales, use, value-added, stamp, registration, mortgage recording, deed of trust recording and other similar taxes and fees (including any type of penalty, fine and interest thereon), and any expenses relating to the filing of Tax Returns with respect thereto, incurred as a result of the purchase and sale of the Transferred Assets (such Taxes and expenses, “Transfer Taxes”) shall be paid one-half by Buyer and one-half by Goodyear; provided, however, such equal sharing of the liability for Transfer Taxes shall not apply to any Transfer Taxes paid to the extent the payor receives a Tax credit which is rea sonably expected to be used within twenty-four (24) months of the Closing, in which case the payor shall be solely responsible for such Transfer Taxes. The party legally obligated to pay any Transfer Taxes shall pay such Transfer Taxes to the Taxing Authorities, and no later than two (2) Business Days prior to the due date for payment of such Transfer Taxes, the other party will pay to the paying party its one-half share of such Transfer Taxes. If Buyer breaches the proviso set forth in Section 7.8(a)(v) or Section 8.3(c), Buyer shall be responsible for all withholding Taxes resulting from a breach of Section 8.3(c), and with respect to a breach of Section 7.8(a)(v), Buyer shall be responsible for all withholding Taxes in excess of the withholding Tax amount that would have been payable corresponding to the net gain.

ii.

Pre-Closing Property Taxes. Personal property and other similar Taxes and fees (including penalties and interest thereon) relating to the Transferred Assets for which Goodyear or an Affiliated Seller is legally responsible concerning taxable periods ending on or prior to the Closing Date or Pre-Closing Periods shall be the sole responsibility of Goodyear or an Affiliated Seller, as the case may be. Buyer shall notify Goodyear in writing of any such Taxes that Buyer pays on behalf of Goodyear or an Affiliated Seller. No later than ten (10) Business Days after receipt of the notice, Goodyear shall pay to Buyer an amount equal to the portion of Taxes attributable to the Pre-Closing Period or taxable period ending on or prior to the Closing Date (as determine d under Section 7.8(c)(i)).

iii.

Pre-Closing Income Taxes. Income Taxes relating to the Transferred Assets for which Goodyear or an Affiliated Seller is legally responsible concerning taxable periods ending on or prior to the Closing Date or for Pre-Closing Periods shall be the sole responsibility of Goodyear or an Affiliated Seller, as the case may be.

iv.	Pre-Closing Other Taxes. Taxes not otherwise described in Sections 7.8(b)(i)-(b)(iii) (including penalties and interest thereon) relating to the Transferred Assets for which Goodyear or an Affiliated Seller is legally responsible concerning taxable periods ending on or prior to the Closing

Date or Pre-Closing Periods shall be the sole responsibility of Goodyear or an Affiliated Seller, as the case may be.

(c)	Post-Closing Taxes.

Post-Closing Property Taxes. Real and personal property and other similar Taxes and fees (including penalties and interest thereon) relating to the Sao Paulo Business or the Transferred Assets for taxable periods beginning after the Closing Date or for Post-Closing Periods shall be the sole responsibility of Buyer. For purposes of Section 7.8(c), any such Taxes payable with respect to a Split Tax Period will be pro-rated between the Pre-Closing Period and the corresponding Post-Closing Period based on the number of days in each such Period.

ii.	Income Taxes for Taxable Periods Beginning after the Closing Date. Income Taxes relating to the Sao Paulo Business or the Transferred Assets for taxable periods beginning after the Closing Date or for Post-Closing Periods shall be the sole responsibility of Buyer.

iii.

Post-Closing Other Taxes. Taxes not otherwise described in Sections 7.8(c)(i)-(c)(ii) (including penalties and interest thereon) relating to the Sao Paulo Business or Transferred Assets for taxable periods beginning after the Closing Date or for Post-Closing Periods shall be the sole responsibility of Buyer.

(d)	Filing of Tax Returns and Cooperation.

Newco Tax Returns. In the case of Tax Returns for Newco, Buyer shall be responsible for preparing (on a basis consistent with previously filed Tax Returns, except as required by applicable law) and timely filing (A) all Tax Returns for periods beginning after the Closing Date and for the Split Period and (B) all Tax Returns for taxable periods ending on or prior to the Closing Date that are due to be filed after Closing (giving effect to any lawful extension for filing). Buyer shall pay any Tax liability due with such Tax Returns. No later than five (5) Business Days prior to the due date for the payment of any Taxes with respect to any Tax Return for a taxable period ending on or before the Closing Date or a Pre-Closing Period (giving effect to any exten sion) that Newco is legally required to file, Goodyear shall pay Buyer an amount equal to the portion of the Taxes attributable to the taxable period ending on or before the Closing Date or the Pre- Closing Period, as determined pursuant to Sections 7.8(b)(iii), except to the extent that such Taxes are included in the calculation of the Tax Liability Amount.

ii.	Tax Returns related to the Transferred Assets. Goodyear shall be responsible for preparing (on a basis consistent with previously filed Tax Returns, except as required by applicable law) and timely filing all Tax

Returns for taxable periods ending on or prior to the Closing Date and for Split Tax Periods that Goodyear or an Affiliated Seller is legally required to file. Goodyear shall pay any Tax liability due with such Tax Returns.

iii.

Tax Liabilities in Excess of $100,000. With regard to Tax Returns described in Section 7.8(d) prepared by Goodyear for Split Tax Periods or by Buyer and reflecting a Tax liability in excess of $100,000, the party preparing such Tax Return shall use its reasonable best efforts to provide such Tax Return to the other party for review and comment at least ten (10) Business Days prior to the due date for such Tax Return (including extensions of time to file). If a dispute arises concerning any Tax Return described in Section 7.8(d), Buyer and Goodyear shall cooperate in good faith to resolve such dispute as promptly as possible. If the dispute is not resolved within thirty (30) days, either party may invoke the dispute r esolution procedure set forth Article 15, provided that nothing herein shall prevent the relevant party from filing the Tax Return on the due date for such Tax Return.

iv.

Cooperation and Payment. Buyer and Goodyear shall each cooperate in the preparation and timely filing of, and if necessary, join in the execution of, Tax Returns concerning the Sao Paulo Business or the Transferred Assets. Buyer and Goodyear shall cooperate with each other and take any action reasonably requested by the other party in order to minimize Taxes and fees, including assisting the other party (A) in filing a claim for a Tax refund, (B) in responding to an inquiry by a Taxing Authority, or (C) in defending or litigating a Tax matter relating to the Sao Paulo Business or the Transferred Assets.

(e)

Right to Control Defense of Tax Disputes. If a Taxing Authority asserts a Tax deficiency concerning the Sao Paulo Business or the Transferred Assets, a party learning of such Tax deficiency shall promptly notify the other party of such Tax deficiency; provided, however, no failure or delay by the party learning of such Tax deficiency to provide notice shall reduce or otherwise affect the obligation of the notified party hereunder except to the extent such notified party is actually prejudiced thereby. In a case of a Tax deficiency for which Goodyear has an indemnification obligation under Section 14.1, Goodyear shall have the right to defend against such Tax deficiency (at the administrative stage and, if necessary, in litig ation) and Buyer shall take any and all action reasonably necessary to permit Goodyear to defend against such Tax deficiency, including granting a power of attorney to Goodyear or Goodyear’s designee. Notwithstanding the foregoing, if at any time that the amount in dispute in any Split Tax Period that is allocable to a Post-Closing Period, measured by giving effect to any interest, penalty, addition to tax or other amount that may be imposed by any Governmental Authority, is greater than the amount in dispute that is allocable to a Pre-Closing Period, Buyer, and not Goodyear, shall have the right to assume control of the defense of such Tax deficiency. In addition, notwithstanding the second sentence of this subsection (e), if at any time that the amount in dispute in

any taxable period ending on or before the Closing Date or any Pre-Closing Period, measured by giving effect to any interest, penalty, addition to tax or other amount that may be imposed by any Governmental Authority, exceeds 200% of the amount for which Goodyear is obligated to indemnify the Buyer Indemnified parties with respect to such amount, Buyer, and not Goodyear, shall have the right to assume control of the defense of such Tax deficiency. In a case where a Tax deficiency concerns a taxable period beginning after the Closing Date or a Post-Closing Period, Buyer shall have the right to defend against such Tax deficiency (at the administrative stage and, if necessary, in litigation) and Goodyear shall take any and all action necessary to permit Buyer to defend against such Tax deficiency, including granting a power of at torney to Buyer or Buyer’s designee. A party may not settle a Tax dispute described herein without the written consent of the other party if the settlement would result in adverse Tax consequences to such other party.

(f)

Tax Treatment of Payments. Tax refunds or credits received by Goodyear or Buyer but belonging to the other party, shall be remitted to the other party within seven (7) days of receipt of such refund or credit. Tax refunds or credits related to taxable periods (or portions thereof) ending on or before the Closing Date shall belong to Goodyear including, for this purpose, tax refunds or credits in taxable periods ending after the Closing Date that arise as an ancillary result of adjustments to items of income, gain, loss, or deduction in taxable periods (or portions thereof) ending on or before the Closing Date. All other tax refunds or credits belong to Buyer.

7.9

Agreements for Sao Paulo Plant. Goodyear and its Affiliates are parties to the Plant Services Agreement and the Supply Agreement, both dated as of July 31, 2007 (collectively, the “EPD Agreements”), with Veyance Technologies, Inc. and its Affiliates (“Veyance”). The EPD Agreements provide for the supply of certain products and services in the Sao Paulo Business facility, a portion of which facility is leased to Veyance. Goodyear and Buyer agree to use their reasonable best efforts and to negotiate in good faith to:

(a)

Cause Buyer and Veyance to enter into a new supply agreement and plant services agreement for products and services in the Sao Paulo facility, thereby relieving Goodyear and its Affiliates of all obligations related to the Sao Paulo facility in the EPD Agreements so long as Buyer and Newco are not required to bear cost in excess of those currently borne by Goodyear under the EPD Agreements; and

(b)	Cause Goodyear and Veyance to amend and restate the EPD Agreements or enter into new agreements, removing all obligations and requirements of Goodyear and its Affiliates related to the Sao Paulo facility so long as Buyer and Newco bear no cost or burden in such agreements.

7.10	Administration of Accounts.

(a)

All payments and reimbursements made by any Third Party in the name of or to Goodyear or any Affiliated Seller that are received after the Closing, to the extent in connection with or arising out of the Business Assets or the Assumed Liabilities, shall be held by such Person in trust for the benefit of Buyer and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Buyer the amount of such payment or reimbursement without right of set-off; provided, however, that nothing herein is intended to or shall confer any right or interest to Buyer in or to any Excluded Asset or any payment or reimbursement related thereto.

(b)

All payments and reimbursements made by any Third Party in the name of or to Buyer, Newco or an Affiliated Buyer that are received after the Closing, to the extent in connection with or arising out of Excluded Assets or the Retained Liabilities, shall be held by such Person in trust for the benefit of Goodyear and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Goodyear the amount of such payment or reimbursement without right of set-off provided, however, that nothing herein is intended to or shall confer any right or interest to Goodyear in or to any Business Assets or any payment or reimbursement related thereto.

(c)	If Buyer pays any of the Retained Liabilities, then Goodyear shall reimburse the amount of such payment to Buyer within thirty (30) days of receipt of a demand for reimbursement, together with corresponding documentation of such payment.

(d)	If Goodyear pays any of the Assumed Liabilities, then Buyer shall reimburse the amount of such payment to Goodyear within thirty (30) days of receipt by Buyer of a demand for reimbursement, together with corresponding documentation of such payment.

7.11

No Negotiation. From the date of this Agreement through the Closing or the earlier termination of this Agreement as provided in Section 16.1, Goodyear shall not, and shall cause each Affiliated Seller not to, directly or indirectly through any officer, shareholder, director, employee, agent, Affiliate or otherwise, enter into any agreement, agreement in principle or other commitment (whether or not legally binding) relating to any business combination with, recapitalization of, or acquisition or purchase of all or any significant portion of the LAT Business or the Business Assets, or any equity interest in Newco, or relating to any other similar transaction (a “Competing Transaction”), or solicit, ini tiate or encourage the submission of any proposal or offer from any Person relating to any Competing Transaction, or participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise assist or participate in, any effort or attempt by any other Person to effect a Competing Transaction. Goodyear shall immediately cease any and all negotiations regarding any Competing Transaction.

7.12

Aviation Tire Production. Buyer understands and agrees that Goodyear Brazil, through a branch establishment, shall continue to manufacture aviation tires in a leased portion of the Sao Paulo Facility, and the parties agree that Buyer shall provide certain services related to such tire production. In the period between the date of this Agreement and Closing, the parties agree to cooperate, negotiate in good faith and use commercially reasonable efforts for the following:

(a)

Goodyear shall take the appropriate legal, tax and regulatory steps to establish a branch of Goodyear Brazil at the Sao Paulo Facility, and Buyer understands and agrees that such steps may include physical changes to the Sao Paulo Facility and regulatory inspections. Goodyear and Buyer shall work together to accomplish these requirements. Goodyear shall be solely responsible for all costs and expenses incurred for any physical changes made to the Sao Paulo Facility, or any other costs or expenses incurred by Buyer, to facilitate the establishment of a branch of Goodyear Brazil at the Sao Paulo Facility.

(b)

Goodyear and Buyer shall enter into an agreement pursuant to which Goodyear Brazil aviation employees shall have access to certain areas of the Sao Paulo Facility and Goodyear Brazil shall lease, for a fee which fully compensates Buyer for all direct and indirect costs attributable to and allocated to such space (as determined by mutual agreement of the parties), the square footage currently dedicated to new aviation tire production and aviation retread, as well as additional areas if required to store raw materials and products in accordance with the requirements of a branch operation.

(c)	Goodyear and Buyer shall enter into a service agreement pursuant to which Buyer shall provide limited services to Goodyear. Goodyear Brazil shall provide the raw materials necessary to perform such services and shall take the work-in-process back into its possession upon completion of such service.

(d)	Titan and Goodyear will cooperate and respond to requirements and inquiries of ANAC related to the services provided by Titan, the establishment of the branch or any other matters required to maintain Goodyear Brazil’s ANAC certification.

(e)	Titan and Goodyear shall enter into any other side agreements, including a plant services agreement, as necessary to complete the establishment of a branch and the production of aviation tires in the Sao Paulo Facility by Goodyear Brazil.

(f)	All agreements contemplated by this Section 7.12 shall provide that Goodyear shall bear any and all direct and indirect costs and responsibility associated with aviation activities in the Sao Paulo Facility including, without limitation, all space utilized for such activities.

7.13

Transition Services and other Ancillary Agreements. In the period between the date of this Agreement and Closing, Goodyear and Buyer shall negotiate in good faith and agree upon the scope, terms and conditions of transition services (including, but not limited to, AS400, email and other business operating systems and IT support by Goodyear as

currently provided to the Sao Paulo Business by Goodyear for a monthly fee of One Hundred Thousand Dollars ($100,000) and on other terms and conditions that are mutually acceptable to the Parties, provided that such services shall be provided for as long as any Non-Farm Supply Agreement is in effect), sales agent, field service and software license agreements related to the operation of the São Paulo Business and the LAT Business after Closing (collectively, the “Ancillary Agreements”), which Ancillary Agreements shall be entered into by the parties at Closing.

7.14

Environmental Actions. Prior to the Closing Date, Goodyear shall (a) provide Buyer with certification that the Sao Paulo Facility does not use the shallow unconsolidated aquifer under the Sao Paulo Facility for human consumption, animal consumption or any agricultural use and (b) flush sediments from the sewer line in which elevated metals concentrations were identified in the Baseline Environmental Site Assessment (Sample SS-01). The sewer flushing shall be conducted at Goodyear’s sole cost and expense. Goodyear’s completion of the foregoing actions shall not be deemed to relieve Goodyear of its indemnification obligations for the matters described in this Section under Article 10 of th is Agreement.

7.15

Financial Statements. Goodyear covenants to provide to Buyer within forty-five (45) days after Closing the audited special purpose financials and related report and supporting documentation for the LAT Business for the years ended December 31, 2008, 2009 and 2010 as well as any unaudited special purpose financials, as applicable, for the LAT Business for the time periods necessary for Buyer to comply with its SEC filing obligations under Form 8-K.

ARTICLE 8

RESTRICTIVE COVENANTS

8.1	Noncompetition Agreement. Goodyear and Buyer agree as follows:

(a)

In partial consideration of the payment of the Purchase Price, except as contemplated or permitted by this Agreement or the Related Agreements and provided it does not violate applicable Law, for a period of seven (7) years from the Closing Date (and subject to the occurrence of) the Closing (the “Restricted Period”), Goodyear and its Affiliates shall not engage, directly or indirectly, including as a partner, equity holder, consultant or otherwise, in any business in the locations set forth on the Corresponding Schedule (collectively, the “Buyer’s Territory”) that designs, engineers, manufactures, distributes, sells, markets and/or services any Farm Tires, or any tires substantially similar to Farm Tires (collectively, “Competing Products”), such restriction including, without limitation, directly or indirectly, owning an interest in, managing, licensing, operating, joining, controlling, lending money or rendering financial or other assistance to or participating in or being connected with any Person that designs, engineers, manufactures, sells, markets and/or services Competing Products in the Buyer’s Territory.

Provided, however, that notwithstanding the restrictions set forth above:

i.	Goodyear and its Affiliates may engage in such design and engineering activities in Buyer’s Territory necessary to support the production of Competing Products manufactured outside the Buyer’s Territory;

ii.

Goodyear and its Affiliates may (x) purchase, sell and service Competing Products to or for end users (other than original equipment manufacturers) in Buyer’s Territory, provided, in respect of purchases and sales of any Licensed Products, that those Licensed Products were either purchased from Buyer or constituted finished goods transferred to, located at, or owned by Goodyear and/or its Affiliates retail outlets as of the Closing Date; (y) sell tires mounted on original equipment vehicles in any location other than Buyer’s Territory, even with the understanding that such tires will be shipped to Buyer’s Territory, or (z) take any of the foregoing actions in respect of (including, without limitation, owning or acquiring an interest in, lending money to and rendering financial or other assistance to) dealers, distributors and other P ersons that sell or service Competing Products to or for dealers or end users, other than original equipment manufacturers; and

iii.

ownership of securities having no more than two percent of the outstanding voting power of any competitor which are listed on any national securities exchange or traded actively in the national over-the-counter market shall not be deemed to be in violation of this Section 8.1(a) so long as the Person owning such securities has no other connection or relationship to such competitor.

(b)

In partial consideration of the transfer of the Newco Quotas and Business Assets, except as contemplated or permitted under this Agreement or any of the Related Agreements, during the Restricted Period, Buyer and its Affiliates shall not engage, directly or indirectly, including as a partner, equity holder, consultant or otherwise, in any business in Goodyear’s Territory that designs, engineers, manufactures, sells, markets and/or services tires that from time to time constitute Licensed Products, such restriction including, without limitation, directly or indirectly, owning an interest in, managing, licensing, operating, joining, controlling, lending money or rendering financial or other assistance to or participating in or being connected with any Person that designs, engineers, manufactures, sells, markets and/or services Licensed Products in Goodyear’s Territory.

Provided, however, that notwithstanding the restrictions set forth above:

i.	ownership of securities having no more than two percent of the outstanding voting power of any competitor which are listed on any national securities exchange or traded actively in the national over-the-counter market shall not be deemed to be in violation of this Section 8.1(b)

so long as the Person owning such securities has no other connection or relationship to such competitor;

ii.	Buyer may sell Licensed Products in Goodyear’s Territory only to Goodyear and its Affiliates;

iii.	For the sake of clarity, nothing herein precludes Buyer from selling or servicing Competing Products that are not Licensed Products; and

iv.	Upon transfer of the EMEA Business to Buyer pursuant to the EMEA Agreement, the restrictions contained in Section 8.1(b) relating to the countries listed in the EMEA Region shall terminate.

(c)	If any Party or any of its Affiliates is in breach of the terms of this Section 8.1, then the Restricted Period applicable to that breaching Party and its Affiliates shall be extended by the length of time that Party or its Affiliates is in breach.

(d)

The non-compete provisions of Section 8.1(a) shall terminate if (i) Buyer commences a voluntary Chapter 7 petition in bankruptcy or has such a petition filed against it, unless Buyer contests such petition and obtains its dismissal or conversion to Chapter 11, or (ii) Buyer is the subject of a Chapter 11 case and said case is converted to Chapter 7, or (iii) Buyer discontinues all or substantially all of its Farm Tire business. The non-compete provisions of Section 8.1(b) shall terminate if (i) Goodyear commences a voluntary Chapter 7 petition in bankruptcy or has such a petition filed against it, unless Goodyear contests such petition and obtains its dismissal or conversion to Chapter 11, or (ii) Goodyear is the subject of a Chapter 11 case and said case is converted to Chapter 7, or (iii) Goodyear discontinues its farm tire business.

8.2	Nonsolicitation. Except as permitted by this Agreement or the Related Agreements, and as a separate and independent covenant, for a period of one year following the Closing:

(a)

Goodyear and its Affiliates will not, in any way, directly or indirectly, (i) solicit or attempt to solicit for employment any employees of Buyer with whom Goodyear came in contact during the negotiation, drafting or performance hereof other than pursuant to one or more general advertisements not targeted at employees of Buyer, (ii) initiate or maintain contact, or attempt to initiate or maintain contact with any officer-level employee of Buyer regarding employment or (iii) induce or attempt to induce any of them to violate the terms of their contracts, or any employment arrangements, with Buyer, provided, however, that nothing herein shall prohibit Goodyear or any of its Affiliates from soliciting or hiring any employee of Buyer after six (6) months from the date such employee’s employment with Buyer terminates for reasons not associated with a prohibited solicitation or contact.

(b)	Buyer and its Affiliates will not, in any way, directly or indirectly (i) solicit or attempt to solicit for employment any employees of Goodyear or its Affiliates with whom it came in contact during the negotiation, drafting or performance

hereof other than pursuant to one or more general advertisements not targeted at employees of Goodyear or its Affiliates, (ii) initiate or maintain contact, or attempt to initiate or maintain contact with any officer-level employee of Goodyear or its Affiliates regarding employment or (iii) induce or attempt to induce any of them to violate the terms of their contracts, or any employment arrangements, with Goodyear or its Affiliates; provided, however, that nothing herein shall prohibit Buyer or any of its Affiliates from soliciting or hiring any employee of Goodyear or its Affiliates after six (6) months from the date such employee’s employment with Goodyear or its Affiliates terminates for reasons not associated with a prohibited solicitation or contact.

8.3	Acknowledgment.

(a)

Goodyear and Buyer acknowledge that the covenants set forth in this Article 8 are an essential element of this Agreement and that, but for the agreement to comply with these covenants by the other Party, the Party would not have entered into this Agreement. Goodyear and Buyer acknowledge that this Article constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement. Goodyear and Buyer have independently consulted with their respective counsel and after such consultation agree that the covenants set forth in this Article 8 are reasonable and proper.

(b)

Goodyear and Buyer agree that the remedy at law for any breach by Goodyear or Buyer, as the case may be, of this Article 8 will be inadequate and, notwithstanding any other provision herein, that Buyer or Goodyear, as the case may be, shall be entitled to injunctive relief. The Parties intend that the unenforceability or invalidity of any term of provision of this Article 8 shall not render any other term or provision contained herein unenforceable or invalid. If the activities described in this Article 8 should be deemed by a court of competent jurisdiction to be too extensive, then the Parties intend that this Article 8 be construed to cover the maximum scope of business activities, period of time and geographic area as may be permissible under applicable Law.

(c)	The payment to Goodyear in consideration for the covenants set forth in Sections 8.1 and 8.2, which is part of the Purchase Price, shall be made by Buyer or an Affiliate of Buyer that is organized in a state of the United States.

ARTICLE 9

EMPLOYMENT MATTERS

9.1	Key Employees.

(a)	Buyer shall make offers of employment to all Key Employees as of the Closing Date (except those Key Employees who are Sao Paulo Employees) on terms and conditions determined by Buyer. Buyer shall operate the LAT Business on and

after the Closing Date in conformity with any applicable labor agreement and applicable Law.

(b)	Buyer shall not assume any liabilities, responsibilities or obligations for severance payments or other separation benefit to which any Key Employee may be or become entitled, or claim to be entitled, as a result of the acquisition of the LAT Business by Buyer.

9.2	Sao Paulo Business Employees; Benefits Agreement; Payroll Payment.

(a)

Effective as of the Closing, Buyer shall, or shall cause an Affiliate of Buyer to, continue the employment of the employees of the Sao Paulo Business listed on the Corresponding Schedule (collectively, the “Sao Paulo Employees) in compliance with Brazilian labor Law with respect to the employment, compensation and benefits of the Sao Paulo Employees and any collective bargaining agreement applicable to such Sao Paulo Employees shall continue to be complied with by Buyer and Buyer’s Affiliate, if applicable, until its expiration or until it is substituted by a new collective bargaining agreement. In no event shall the aggregate number of Employees transferred to Newco, Buyer or any Affiliated Buyer in connection with any of the transactions contemplated by this Agre ement exceed an aggregate of seven hundred twenty-six (726) Employees and seven (7) apprentices as required by Law. In the event a greater number of Employees are transferred to Newco, Buyer or any Affiliated Buyer pursuant to the terms of this Agreement or any Related Agreement, then (i) Buyer, Newco or the applicable Affiliated Buyer shall terminate such excess Employees as soon as permissible under applicable Law and (ii) Goodyear shall indemnify and hold harmless Newco, Buyer or such Affiliated Buyer, to the fullest extent permitted by Law, for any costs relating to such excess Employees (including wages, costs of benefits paid and provided through termination) and costs of such termination (e.g., severance payments, notice payments, accrued but unpaid paid annual leave, and compensation due as a result of reinstatement lawsuits such excess employees may claim against Newco, Buyer or Affiliated Buyer) borne by the Seller. Notw ithstanding anything else set forth in this Agreement, Buyer shall have no obligation after Closing to continue any contract relationship with any individual engaged in the LAT Business on an independent contractor basis.

(b)

Before Goodyear consummates the transactions contemplated by the Permitted Reorganization, Goodyear and Buyer shall negotiate a mutually acceptable definitive agreement governing the terms and conditions associated with Newco’s and Goodyear’s respective obligations to provide healthcare, post-retirement healthcare and private pension plan coverage and participation, if any, to the Employees after the Closing Date and the funding of any reserves in connection with the same (the “Employee Benefits Agreement”). The Employee Benefits Agreement shall comply with applicable labor agreements and applicable Law. Before Goodyear’s and Buyer’s execution and delivery of the Employee Benefits Agreement, Goodyear shall (a) refrain from adoptin g, through the Permitted Reorganization or otherwise, any new plans, arrangements or agreements

purporting to grant healthcare, post-retirement healthcare or private pension benefits to any Employees before Goodyear’s and Buyer’s execution and delivery of the Employee Benefits Agreement, and (b) refrain from causing Newco to adopt, through the Permitted Reorganization or otherwise, any plans, arrangements or agreements purporting to grant healthcare, post-retirement healthcare or private pension benefits to any Employees.

(c)

Payroll Payment. On the Closing Date, Goodyear or its Affiliate shall fund or pay directly to Buyer the payroll accruals, netted against (i) the prepaid accounts and receivables that correspond to such payroll accruals and (ii) the Tax Credits, all in the amounts set forth on the Spin-Off Balance Sheet and in accordance with the line items listed on Schedule 4.3(a) (the “Payroll Payment”).

9.3	Severance Arrangements.

(a)

Reimbursement Obligation. Following the Closing, Newco shall supply certain Non-Farm Tires and tire material to Goodyear Brazil from the Sao Paulo Facility in accordance with the terms and conditions of the Non-Farm Supply Agreements. During the term of the Non-Farm Supply Agreements and for a six month period following termination or expiration of the last Non-Farm Supply Agreement (the “Termination Period”), Goodyear Brazil shall reimburse Newco for payment of the Severance Costs, as defined below, made to up to an aggregate of 393 Sao Paulo Employees who are terminated in accordance with the terms of this Section. The reimbursement of Severance Costs by Goodyear Brazil shall only be t o the extent those Severance Costs exceed the cost paid by Goodyear for such Severance Costs through the price of products purchased under the Non-Farm Supply Agreements plus any reserve amounts funded in accordance with the Employee Benefits Agreement. In the event Goodyear Brazil is unable to make the reimbursement payments, Goodyear guarantees the payment.

(b)	Documentation Requirement.

At any time during the term of a Non-Farm Supply Agreement or the Termination Period, Newco may elect to terminate a number of Sao Paulo Employees. Newco shall provide a notice to Goodyear Brazil (the “Notice”) specifying the number of Sao Paulo Employees that it intends to terminate as well as the date of termination. If Newco terminates such Employees in accordance with the Notice and the procedures and process set forth in this Section, then Goodyear Brazil will reimburse Newco for the Severance Costs paid by Newco attributable to such terminated Sao Paulo Employee(s) to the extent set forth in Section 9.3(a).

ii.

With respect to each terminated Sao Paulo Employee, Newco shall provide Goodyear Brazil with such Employee’s legal name, date of termination, Employment Agreement Termination Form (“Termo de Rescisão de Contrato de Trabalho”) duly executed by Employee and Newco, and evidence of Severance Costs paid to such Sao Paulo

Employee by Newco. Goodyear Brazil shall not be required to reimburse any Severance Costs under this Section until such information is provided by Newco.

(c)

Amounts Not Subject To Reimbursement. The amount to be reimbursed by Goodyear Brazil to Newco under this Section shall not include any additional amounts resulting from a non-compliance or breach by Newco of the Laws in connection with such Sao Paulo Employee. Any additional amount resulting from a non-compliance or breach by Newco of the Laws in connection with such Sao Paulo Employee shall be borne by Newco and not by Goodyear Brazil.

For purposes of Article 9, “Severance Costs” with respect to each Sao Paulo Employee includes any amounts payable by Buyer to such Sao Paulo Employee or a Governmental Authority in connection with such termination, including the payment of the Unemployment Savings Fund fine (“multa de FGTS”) plus one month (or one and a half months for employees older than forty-five (45) years of age and employed by Goodyear or Newco for more than five years) salary.

9.4

Claims. Except as otherwise provided in this Agreement or a Related Agreement, Buyer and Buyer’s Affiliates shall be liable for all compensation and benefits, whether required by this Agreement or by applicable Law, due to any Employee on or after the Closing as the result of any action or inaction of Buyer, or any Affiliates of Buyer, that occurs on or after the Closing. Except as otherwise provided in this Agreement or a Related Agreement, Buyer, and Buyer’s Affiliates, shall be solely responsible for all liability, costs and expenses (including attorneys’ fees) for all employment claims filed by any Employee with respect to events or circumstances relating to their employment by Buyer or Buyer’s Affiliates, and with respect to events or ci rcumstances occurring after the Closing.

ARTICLE 10

ENVIRONMENTAL MATTERS

10.1	Indemnification for Environmental Costs.

(a)	This Article 10 shall exclusively govern all claims relating to Environmental Costs or other matters arising under Environmental Laws, and shall take precedence over any conflicting or inconsistent terms elsewhere in this Agreement.

(b)	Goodyear agrees to indemnify, defend and hold harmless Buyer and Newco (including any legal successor thereof) from and against any Environmental Costs resulting from:

i.	the presence of Hazardous Substances at, on or about the Real Property to the extent such Hazardous Substances were in, on, under or emanating from the Real Property prior to the Closing Date, or otherwise relate to the ownership or operation of the Real Property and the Sao Paulo Business

by Goodyear or any of its Affiliates, even if the effects of the presence of the Hazardous Substances are identified after the Closing Date and including, without limitation, those matters set forth on the Corresponding Schedule;

ii.	operation of the Real Property and the Sao Paulo Business prior to the Closing Date;

iii.	replacement and disposal of Freon at the Sao Paulo Facility;

iv.	the presence, replacement and disposal of asbestos at the Sao Paulo Facility; and

v.	a breach of the representations and warranties in Section 5.16, provided that any such claim for breach is properly asserted in accordance with Section 14.4.

With regard to any claim for Environmental Costs that is or could be based upon more than one (1) provision of Section 10.1(b), Buyer shall be entitled to recover the totality of damages effectively incurred as provided in this Agreement.

(c)	Buyer will indemnify, defend and hold harmless Goodyear from and against all Environmental Costs caused by Buyer and relating to its operation of the Real Property and the Sao Paulo Business from and after the Closing Date.

(d)

Notwithstanding anything to the contrary in this Agreement, the indemnifying party providing indemnification pursuant to Section 10.1(b)(i) through Section 10.1(b)(v) or Section 10.1(c), as the case may be, shall only be obligated to indemnify the indemnified party pursuant to Section 10.1 of this Agreement to the extent that:

i.	Investigation, remediation, removal, corrective action, containment, closure, and/or monitoring of Hazardous Substances is required under applicable Environmental Laws;

ii.	The indemnified party has acted only in a “Commercially Reasonable Manner” to minimize the extent of any Environmental Costs;

iii.	There is no net economic benefit to the indemnified party from any action or remedy associated with the Environmental Costs;

iv.

The indemnified party has not caused the release or threatened release resulting in the indemnifying party being responsible for such Environmental Costs, or changed use of its property to a non-industrial use, or notified a Governmental Authority of Hazardous Substances on or emanating from the Real Property that results in the incurrence by either party of Environmental Costs, if such notice was not required by

Environmental Laws or was not necessarily incidental to the operation or expansion of the Sao Paulo Business;

With regard to any specific claim by Buyer for indemnity for Environmental Costs, Buyer has not caused or permitted at the Real Property any construction or any disturbance of soil or subsoil, or taken any other activity affecting the Real Property that resulted in the Environmental Costs for which the indemnity is sought, other than disturbance of soil or subsoil in connection with: (A) maintenance, repair, renovation, or restoration of buildings, structures, equipment, utilities, private roadways, driveways, parking lots and landscaping at depths no greater than forty-eight (48) inches from that existing on the Real Property at the Closing Date; or (B) any action by Buyer required for compliance with Law (including Environmental Laws) or legal requirements related to Permits, which latter two categories of activities are eligible for indemnity; and< /font>

vi.

The indemnified party provides the indemnifying party with written notification of its indemnification claim within ninety (90) days of obtaining knowledge of the matter for which indemnification is sought, provided that the indemnified party’s failure to provide the indemnifying Party notice within such period shall only reduce the indemnified party’s indemnification claim to the extent that such delay actually prejudices the indemnifying party.

(e)

The party paying the majority of costs associated with any action for which indemnification is sought pursuant to Article 10 shall undertake, direct and control all activities associated with the discharge of its indemnity obligations under this Agreement (the “Environmental Controlling Party”) including but not limited to investigation, remediation and the litigation, negotiation and settlement of claims (“Environmental Indemnification Efforts”); provided, however, that if costs are equally shared between Goodyear and Buyer, Buyer shall be the Environmental Controlling Party. The Environmental Controlling Party shall afford the other party reasonable advance notice of, and an opportunity to participate in, any Environmental Indemnification Efforts.

Notwithstanding the foregoing, Buyer may elect to manage any remediation project affecting the Real Property or the Sao Paulo Business and perform the work as Buyer chooses, provided that Goodyear shall be responsible only for the actual cost of performing the work in a Commercially Reasonable Manner, subject also to the other limitations of this Section 10.1

ii.	Buyer agrees to fully cooperate with Goodyear in its conduct of any Environmental Indemnification Efforts. Such cooperation shall include (but not be limited to) provision of reasonable access to property and the

provision of utility services necessary to Goodyear’s efforts (such utility services to be provided at Goodyear’s cost).

iii.

Goodyear shall: (A) take all reasonable precautions to prevent its Environmental Indemnification Efforts from causing significant interference with Buyer’s operation of the Sao Paulo Business; (B) use a nationally recognized environmental consulting firm to conduct any Environmental Indemnification Efforts; (C) comply with Buyer’s reasonable security requirements; (D) provide Buyer with reasonable notice prior to entry onto Buyer’s property; and (E) provide Buyer a copy of all material reports prepared.

(f)	For purposes of Article 10 and Section 5.16:

“Environmental Costs” shall mean costs and expenses (including unrecoverable costs such as wages, benefits and overhead, and reasonable attorneys’ and consultants’ fees) and/or damages (including, without limitation, Third Party damages for personal injury or property damage) resulting from:

the presence, release or threatened release into the Environment of any Hazardous Substances from the Real Property, including any Required Remedial Measures (including, without limitation, any corrective measures, including “pumping and treating,” required by the Companhia Ambiental do Estado de Sao Paulo (CETESB) to address toxic metals in the aquifer under the Sao Paulo Facility); or

ii.

any violation of any applicable Law (including any Environmental Law), in all cases to the extent necessary to come into compliance with such Law or to satisfy such Third Party claims.

“Environmental Law(s)” shall mean any applicable federal, state, local or foreign law, regulation or permit in effect relating to pollution or protection of human health or the environment, including without limitation any law, regulation or permit governing Hazardous Substances.

“Hazardous Substances” shall mean (A) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “toxic substances,” “pollutants,” “or words of similar import, under any Environmental Law, and (B) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by an Environmental Law or a Governmental Authority.

“Commercially Reasonable Manner” shall mean a manner which utilizes commercially reasonable methods and costs for Required Remedial Measures permitted by applicable Environmental Laws determined from the perspective of a reasonable business person acting (without regard to the availability of indemnification hereunder) to achieve compliance with applicable Environmental

Laws and permits or to satisfy liability under Environmental Laws or to third parties including, without limitation, the use of risk-based remedies, institutional or engineering controls, or deed restrictions, provided such remedies, controls or restrictions do not unreasonably interfere with Buyer’s continued use of the Real Property.

“Required Remedial Measures” shall mean all actions or other measures required under applicable Environmental Laws respecting the presence, release or threatened release into the environment, of any Hazardous Substances on or from the Real Property, including investigation, remediation, removal, corrective action, containment, closure, and/or monitoring.

ARTICLE 11

CONDITIONS PRECEDENT

11.1

Conditions Precedent to Goodyear’s Performance. Goodyear is obligated to consummate the transactions described in this Agreement on the Closing Date and to perform its other covenants and agreements according to the terms and conditions of this Agreement if, on or before the Closing Date, each of the conditions set forth in this Section 11.1 is satisfied:

(a)	Representations and Warranties of Buyer.

Buyer’s representations and warranties in this Agreement that are qualified as to materiality or Material Adverse Change are true and complete in all respects when made and on the Closing Date as though made as of the Closing Date. However, any representations and warranties that are made as of a specified date shall continue on the Closing Date to be true and complete in all respects as of the specified date.

ii.

Buyer’s representations and warranties in this Agreement that are not qualified as to materiality are true and complete in all material respects when made and on the Closing Date as though made as of the Closing Date. However, any representations and warranties that are made as of a specified date shall continue on the Closing Date to be true and complete in all material respects as of the specified date.

(b)

Performance of Buyer. Buyer has performed, satisfied and complied with all of its covenants and agreements, and satisfied all of its obligations and conditions required by this Agreement to be performed, complied with, or satisfied on or before the Closing Date, in each case, in all material respects.

(c)	Absence of Litigation. No Action, suit or Proceeding before any court or any Governmental Authority seeking to restrain or prohibit the transactions contemplated by this Agreement has been instituted and not dismissed.

(d)	Buyer’s Certificate. Buyer has delivered a certificate dated as of the Closing Date and signed by a duly authorized officer, certifying that the conditions specified in Section 11.1(a) and Section 11.1(b) are fulfilled.

(e)

Resolutions. Goodyear shall have received a true and complete copy, certified by the Secretary or Assistant Secretary of Buyer, of the resolutions duly and validly adopted by the Board of Directors of Buyer evidencing its authorization of the execution and delivery of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby.

(f)

Approvals. All waiting periods, if any, under Antitrust Laws relating to the transactions contemplated in this Agreement have expired or terminated early and all material antitrust approvals required to be obtained prior to the Closing in connection with the transactions contemplated in this Agreement have been obtained. For sake of clarity, in Brazil, antitrust clearance will be sought after execution hereof, as permitted by applicable law, irrespective of Closing.

(g)	Permitted Reorganization. The documents related to the Permitted Reorganization shall have been prepared and executed by the relevant parties.

(h)	Employee Benefits Agreement. Goodyear and Buyer shall have entered into the Employee Benefits Agreement in a form reasonably acceptable to Goodyear.

(i)	List of Molds, Equipment and Parts. Goodyear shall have approved a revised Schedule 4.4 and the adjustment to the Preliminary Purchase Price as contemplated by Section 4.4(a).

(j)

Aviation Tire Production. Goodyear Brazil shall have created a branch at the Sao Paulo Facility, and ANAC shall approve the production of aviation tires in such branch and all agreements between Goodyear and Buyer contemplated by Section 7.12 or otherwise required for aviation tire production are agreed and ready for execution.

11.2

Conditions Precedent to Buyer’s Performance. Buyer is obligated to consummate the transactions described in this Agreement on the Closing Date and to perform its other covenants and agreements according to the terms and conditions of this Agreement if, on or before the Closing Date, each of the conditions set forth in this Section 11.2 is satisfied:

(a)	Representations and Warranties.

Goodyear’s representations and warranties in this Agreement that are qualified as to materiality or Material Adverse Change are true and complete in all respects when made and as of the Closing Date as though made on the Closing Date. However, any of the representations and warranties that are made as of a specified date must continue on the

Closing Date to be true and complete in all respects as of the specified date.

ii.

Goodyear’s representations and warranties in this Agreement that are not qualified as to materiality are true and complete in all material respects when made and as of the Closing Date as though made on the Closing Date. However, any of the representations and warranties that are made as of a specified date shall continue on the Closing Date to be true and complete in all material respects as of the specified date.

(b)

Performance of Goodyear. Goodyear has performed, satisfied, and complied with, and has caused Affiliated Sellers to perform, satisfy and comply with, all of their respective covenants and agreements and satisfied all of their respective obligations and conditions required by this Agreement to be performed, complied with or satisfied on or before the Closing Date, in each case, in all material respects.

(c)	Absence of Litigation. No Action, suit or Proceeding before any court or any Governmental Authority seeking to restrain or prohibit the transactions contemplated by this Agreement has been instituted and not dismissed.

(d)	Goodyear’s Certificate. Goodyear has delivered a certificate dated as of the Closing Date and signed by a duly authorized officer, certifying that the conditions specified in Section 11.2(a) and Section 11.2(b) are fulfilled.

(e)

Resolutions. Buyer shall have received a true and complete copy, certified by the Secretary or Assistant Secretary of Goodyear and each of the Affiliated Sellers, of the resolutions duly and validly adopted by the Board of Directors of Goodyear evidencing its authorization of the execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby.

(f)	Consents. Goodyear has obtained and delivered to Buyer the consents and approvals required in connection with the transactions contemplated in this Agreement that are set forth on the Corresponding Schedule.

(g)

(h)	Lien Discharges. All actions necessary to release and discharge any and all Liens with respect to the Newco Quotas and the Business Assets, if any, including, without limitation, the execution and filing of lien termination statements and other instruments, shall have been completed.

(i)	Permitted Reorganization. The documents related to the Permitted Reorganization, in form and substance acceptable to Buyer, shall have been prepared and executed by the relevant parties.

(j)	Transfer of Employees. The number of Employees transferred to Newco, Buyer or any Affiliated Buyer in connection with any transactions contemplated by this Agreement does not exceed seven hundred twenty-six (726) Employees and seven (7) apprentices required by Law.

(k)	Employee Benefits Agreement. Goodyear and Buyer shall have entered into the Employee Benefits Agreement in a form reasonably acceptable to Buyer.

(l)	List of Molds, Equipment and Parts. Buyer shall have approved a revised Schedule 4.4 and the adjustment to the Preliminary Purchase Price as contemplated by Section 4.4(a).

(m)

Ancillary Agreements; Related Agreements. The Parties shall have completed negotiation of the Ancillary Agreements and the Related Agreements contemplated hereby to be negotiated and agreed upon by the Parties, and shall have completed negotiation of the exhibits and schedules to the Ancillary Agreements and the Related Agreements, to the extent this Agreement and the Ancillary Agreements and the Related Agreements contemplate such completion prior to Closing.

(n)	Material Adverse Change. There shall not, at any time after the date hereof, have been any Material Adverse Change affecting the LAT Business or the Sao Paulo Business.

11.3	Waiving Conditions. Goodyear may waive any of the conditions set forth in Section 11.1 and Buyer may waive any of the conditions set forth in Section 11.2, in whole or in part, each in its sole and absolute discretion.

ARTICLE 12

CLOSING

12.1

Closing Date. The Closing will take place at a location to be mutually agreed upon by the parties, at 10:00 a.m. on March 31, 2011 unless otherwise agreed to by the parties, but in all cases not until the last of the conditions set forth in Article 11 is satisfied or waived. The Parties may mutually agree in writing to have the Closing at another place and time. The Closing will be effective as of 12:01 a.m. Akron, Ohio time on the day the Closing occurs (“Closing Date”). The Closing may be consummated by the exchange of signature pages by facsimile, portable document format or overnight mail.

12.2	Deliveries by Buyer. At the Closing, Buyer shall deliver to Goodyear the following, each duly executed by Buyer or its Affiliates:

(a)	the Preliminary Purchase Price required by Section 4.1 of this Agreement;

(b)	Farm Tire Supply Agreement (Colombia), substantially in the form of Exhibit A (the “Colombia Supply Agreement”);

(c)	Trademark License Agreement (Americas – Goodyear Brand), substantially in the form of Exhibit B-1, and Trademark License Agreement (Americas – Fulda Brand), substantially in the form of Exhibit B-2;

(d)	Farm Patent and Know-How License Agreement, substantially in the form of Exhibit C;

(e)	Non-Farm Patent and Know-How License Agreement (Brazil), substantially in the form of Exhibit D (the “Non-Farm Patent and Know-How Agreement (Brazil)”)

(f)	Supply Agreements for the supply of certain Non-Farm Tire tires and materials produced by the Sao Paulo Business, substantially in the form of Exhibits E-1 through E-5 (collectively the “Non-Farm Supply Agreements”);

(g)	Non-Farm Equipment Agreement, substantially in the form of Exhibit F (the “Equipment Agreement”);

(h)	Bailment Agreement (Colombia), substantially in the form of Exhibit G (the “Bailment Agreement (Colombia))”

(i)	Supply Agreement for the supply of treated fabric from Goodyear’s plant located in Americana, Brazil, to the Sao Paulo facility substantially in the form of Exhibit H (the “Americana Fabric Supply Agreement”);

(j)	An assignment agreement for the Customer Contracts, in the form agreed to by the parties (the “Assignment Agreement”);

(k)	An assumption agreement, confirming Buyer’s assumption of the Assumed Liabilities in accordance with Section 3.1, in the form agreed to by the parties (the “Assumption Agreement”);

(l)	the Ancillary Agreements;

(m)	the Employee Benefits Agreement; and

(n)	all other documents required to be delivered by Buyer under this Agreement or any Related Agreement.

12.3	Deliveries by Goodyear. At the Closing, Goodyear shall deliver to Buyer the following, each duly executed by Goodyear or its Affiliates:

(a)	a general assignment and bill of sale, in the form agreed to by the parties (the “Assignment and Bill of Sale”);

(b)	Colombia Supply Agreement;

(c)	Trademark License Agreement (Americas – Goodyear Brand) and Trademark License Agreement (Americas – Fulda Brand);

(d)	Farm Patent and Know-How License Agreement;

(e)	Non-Farm Patent and Know-How License (Brazil);

(f)	Non-Farm Supply Agreements;

(g)	Equipment Agreement;

(h)	Bailment Agreement (Colombia);

(i)	Americana Fabric Supply Agreement;

(j)	Assignment Agreement;

(k)	Assumption Agreement;

(l)	Ancillary Agreements;

(m)	Employee Benefits Agreement;

(n)	the Amendment to the Articles of Association of Newco approving the transfer of quotas to Buyer, duly executed by Goodyear, in accordance with all requirements set forth in applicable Law; and

(o)	all other documents required to be delivered by Seller under this Agreement or any Related Agreement.

12.4

Further Assurances. From time to time following the Closing, Buyer, on the one hand, and Goodyear, on the other, shall, or shall cause its Affiliates to, at the reasonable request of the other Party, execute, acknowledge and deliver, at the sole cost of the requesting Party or Parties, such assignments, conveyances consents, assurances, instruments of transfer or assumption and other instruments, and shall take such other actions consistent with the terms of this Agreement, as may be reasonably necessary to vest in Buyer all right, title and interest of Goodyear and Affiliated Sellers in and to the Business Assets and the Newco Quotas and otherwise to consummate the transactions contemplated hereby.

ARTICLE 13

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

13.1	Survival. The representations, warranties, covenants and agreements contained in this Agreement will survive the Closing only for the applicable period set forth in this Article 13.

13.2

Representations and Warranties. All of the representations and warranties contained in this Agreement terminate at 5:00 p.m. Cleveland, Ohio time on the two year anniversary of the Closing Date, except that (i) the representations and warranties in Section 5.8 (Newco Taxes) and Section 5.17 (Permits) shall survive until sixty (60) days after the applicable statute of limitations period; and (ii) the representations and warranties in Section 5.1 (Organization and Existence), Section 5.3 (Corporate Authority), Section 5.4 (Newco), Section 5.16 (Environmental Matters), Section 6.1 (Organization and Existence) and Section 6.2 (Corporate Authority) survive indefinitely.

13.3	Covenants and Agreements. Covenants and agreements that do not have specific time periods of applicability survive the Closing Date indefinitely. Covenants and agreements that have specific time periods of applicability survive the Closing Date for the periods prescribed.

13.4

Notice of Claim. No party is obligated to indemnify the other for breach of any representation, warranty, covenant or agreement unless notice of a claim for indemnification with respect to that breach has been delivered to it as provided in Article 14, as the case may be, prior to the end of the applicable survival period.

ARTICLE 14

GENERAL INDEMNIFICATION

14.1

Indemnification of Buyer. Subject to the limitations set forth in this Article 14, Goodyear shall defend, indemnify and hold harmless Buyer, the Affiliated Buyers and Newco from and against any and all actions, suits, charges, complaints, claims, demands, injunctions, judgments, orders and rulings and any and all Losses incurred by Buyer as a result of:

(a)	any breach of a representation, warranty, covenant or agreement of Goodyear contained in this Agreement;

(b)

Goodyear Brazil’s failure to have in place at the Closing Date and Newco’s failure to acquire in its own name an ALUF (as defined in Section 5.15(d)) for the Sao Paulo Business, including, without limitation, all Consequential Damages incurred by Buyer or its Affiliates arising out of the lack of the ALUF for Newco; provided that Buyer and Newco use their commercially reasonable efforts to pursue the ALUF permit and take the steps necessary by applicable Law and Governmental Authorities to obtain such permit; or

(c)	any of the Retained Liabilities.

14.2

Indemnification of Goodyear. Subject to the limitations set forth in this Article 14, Buyer shall defend, indemnify and hold harmless Goodyear and the Affiliated Sellers from and against any and all actions, suits, charges, complaints, claims, demands, injunctions, judgments, orders and rulings and any and all Losses incurred by Goodyear as a result of:

(a)	any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement; or

(b)	any of the Assumed Liabilities.

14.3

Claim; Limitations. Except as otherwise provided herein, no amount shall be payable in indemnification under Article 14 in respect of any claim (each, a “Claim”) unless the aggregate amount of Losses in respect of which Buyer or Goodyear, respectively, would be liable under Article 14 of this Agreement and, so long as the transactions contemplated by the EMEA Agreement are consummated, Article 14 of the EMEA Agreement exceed the Threshold (as such term is defined below), in which case all Losses in respect of which Buyer or Goodyear, respectively, would be liable under Article 14 of this Agreement or Article 14 of the EMEA Agreement will be indemnified. As used in this Agreement, the “Threshold” shall mean Five Hundred Thousand Dollars ($500,000), provided that if the closing described in Article 12 of the EMEA Agreement occurs, the Threshold shall be increased to One Million Dollars ($1,000,000), and any amounts previously paid by Buyer or Goodyear, respectively, for Losses that do not, in the aggregate exceed such increased Threshold, shall be promptly refunded to the party that made such indemnity payment. In addition:

(a)	no claim for indemnification shall be asserted with respect to any single Claim for Losses in an amount less than Twenty Five Thousand Dollars ($25,000) and no such claim shall be considered for calculation of the Threshold;

(b)	all Losses arising from the same operative facts and circumstances shall be deemed a single aggregate Claim;

(c)	no claim for indemnification under this Article 14 shall first be asserted after the expiration of the applicable survival period set forth in Article 13 of this Agreement;

(d)	notwithstanding anything else set forth herein, none of the limitations for claims in this Section 14.3 (including, without limitation, the Threshold apply to (i)

indemnification obligations under Section 14.1(b), 14.1(c) or 14.2(b) of this Agreement or (ii) indemnification obligations under Article 10 of this Agreement; and

(e)

for the purpose of determining whether the Threshold or the de minimis amount set forth under Section 14.3(a) has been reached, Losses expressed in currencies other than in US Dollars shall be converted in US Dollars on the basis of the relevant exchange rate as published in the New York Times on the day upon which the corresponding indemnification shall be due or would have been due had the Threshold been then reached.

14.4

Procedures for Claims. If any claims are asserted by any Party which is entitled to indemnification hereunder (the “Indemnified Party”), which, if sustained, could result in an indemnifiable claim by a Party (an “Indemnifiable Claim”), the Indemnified Party shall promptly provide written notice (an “Indemnity Notice”) to the Party responsible for such indemnification (the “Indemnifying Party”) of such claim, including the amount of the claim, the basis of the claim and the p rovisions of this Agreement under which the claim is asserted. The Indemnified Party shall give the Indemnity Notice to the Indemnifying Party as promptly as practicable and before expiration of the indemnification survival or claim period set forth in Article 13; provided, however, that the failure of the Indemnified Party to give timely notice hereunder shall not relieve the Indemnifying Party of its obligations hereunder unless and only to the extent that such failure caused the Losses for which the Indemnifying Party is obligated to be greater than they would have been had the Indemnified Party given timely notice.

14.5	Third-Party Claims. If an Indemnified Party receives notice of the assertion of a claim from a Third Party in respect of which the Indemnified Party may have a claim under Section 14.1 or 14.2, as the case may be (a “Third Party Claim”), then the following shall apply:

(a)

The Indemnified Party shall promptly (and in any event within ten (10) calendar days after the service of the citation or summons or similar legal process) provide an Indemnity Notice of such Third Party Claim to the Indemnifying Party; provided, however, that the failure of the Indemnified Party to give timely notice hereunder shall not relieve the Indemnifying Party of its obligations hereunder unless and only to the extent that such failure caused the Losses for which the Indemnifying Party is obligated to be greater than they would have been had the Indemnified Party given timely notice. Such Indemnity Notices shall describe in reasonable detail the nature of the Third Party Claim and the basis for the Indemnified Party’s claim under Section 14.1 or 14.2, as the case may be.

(b)

Upon receipt of an Indemnity Notice, the Indemnifying Party shall have the right, but not the obligation, to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnifying Party so long as, within thirty (30) days after receipt of an Indemnity Notice, the Indemnifying Party confirms in writing its responsibility therefore and demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and

provide indemnification with respect to such Third Party Claim; provided, however, that:

i.	the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third Party Claim or ceasing to defend against such matter or claim (with such approval not be unreasonably withheld or delayed);

ii.

no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full and complete release from all liability in respect of such Third Party Claim; and

iii.

If the Indemnifying party fails to assume the defense of such Third Party Claim within thirty (30) calendar days after receipt of the Indemnity Notice in respect thereof (or, if the Third Party Claim is brought in Brazil, within five (5) calendar days after receipt of the Indemnity Notice in respect thereof), the Indemnified Party against which such Third Party Claim has been asserted shall (upon delivering written notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Third Party Claim (which undertaking shall, to the extent the Indemnified Party is entitled to indemnification under Section 14.1 or 14.2, as applicable, in respect of such Third Party Claim, be at the Indemnifying Party’s cost and expense, and on behalf of, and for the account and risk of, the In demnifying Party), subject to the right of the Indemnifying Party to assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof; provided, however, that the Indemnified Party shall not enter into any such compromise or settlement without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In the event the Indemnified Party assumes the defense of the Third Party Claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the Indemnifying Party, or if there be a final judgment beyond review or appeal, for the claimant in any such Third Party Claim, the Indemnifying Party agrees to indemnify and hold harmless the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

(c)	Any party which does not undertake the defense of a Third Party Claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors shall be permitted by the party

undertaking such defense, and its attorneys, to observe and participate in the defense of such Third Party Claim.

14.6	Payments and Offsets. Payments under this Article 14 shall be made as follows:

(a)	An Indemnifying Party shall pay in immediately available funds any amounts due and owing to the Indemnified Party as a result of any occurrence that gives rise to indemnification under this Article 14.

(b)

In the case that an Indemnified Party recovers from a Third Party all or any part of an amount paid to it pursuant to this Article 14, including any tax-related benefits that may be realized by that Party in respect of the Losses, the Indemnified Party shall reimburse the Indemnifying Party for the amount so recovered, but not in excess of any amount previously paid.

(c)	Any payment due under this Section 14.6 shall be reduced by the amount of reasonably expected insurance proceeds.

14.7

Exclusive Remedy. Except as otherwise provided for in this Agreement (without limitation, the equitable remedies under Article 8 hereof and indemnification for environmental matters under Article 10 of this Agreement), following the Closing Date, the indemnification provided by this Article is the exclusive remedy for the Parties with respect to this Agreement and the transactions contemplated by this Agreement. However, claims for actual fraud are not limited by this Section 14.7.

ARTICLE 15

GOVERNING LAW; DISPUTE RESOLUTION

15.1	Governing Law. This Agreement will be governed and construed in accordance with the substantive Laws of the State of New York, except for any Laws of that state that would require the application of the substantive Laws of a different jurisdiction.

15.2

Exclusive Jurisdiction. To the extent subject matter jurisdiction exists, Buyer and Goodyear agree that any action arising out of or relating to this Agreement shall be brought in any United States District Court having jurisdiction over the Parties. Each Party irrevocably consents to the jurisdiction and venue of such courts (and of the appropriate appellate courts thereof) in any such action, claim or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or pr oceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.

15.3	Requirement for Mutual Consultation. In the event of a dispute between or among the Parties arising out of or in connection with this Agreement, the Parties will make every effort to resolve, promptly and in good faith, such dispute. In the event that the dispute

cannot be resolved, either Party may notify the other of the existence of a possible deadlock by sending a letter signed by management responsible for the operation of this Agreement to management of the other Party. Within fifteen (15) Business Days after receipt of that notice, management of the Parties shall arrange to meet at a mutually agreeable time and place, and thereafter as often as they reasonably deem necessary for a period of ninety (90) days from the date of that first meeting, to exchange relevant information and to attempt to resolve the dispute. In the event that responsible management have not been successful in resolving the dispute within ninety (90) days after receipt of the notice, either Party may initiate an action or take such other action as is permitted under this Agreement in accordance w ith the time periods set out elsewhere in this Agreement, or, in each case, under any of the Related Agreements. Except as otherwise set forth herein or therein, each Party shall be responsible for its own legal fees and expenses.

15.4

Extraordinary Remedies. Notwithstanding the requirement for mutual consultation, (a) either party may at any time initiate an action to prevent the disclosure of its Confidential Information (as defined in the Confidentiality Agreement and the Related Agreements); (b) either party may initiate an action in respect of any of the equitable remedies to which it is entitled and (c) Goodyear may at any time initiate an action to prevent the misuse of a Goodyear trademark.

ARTICLE 16

TERMINATION

16.1	Termination of Agreement.

(a)	The Parties may terminate this Agreement prior to the Closing as provided below:

i.	the Parties may terminate this Agreement by mutual written consent;

ii.	Buyer may terminate this Agreement by giving written notice to Goodyear if any of the conditions precedent under Section 11.2 are not capable of being fulfilled;

iii.	Goodyear may terminate this Agreement by giving written notice to Buyer if any of the conditions precedent under Section 11.1 are not capable of being fulfilled;

iv.	Buyer or Goodyear may terminate this Agreement by giving written notice to the other if the Closing has not occurred on or before June 30, 2011 because of the failure of any condition precedent under Section 11.1 or 11.2; and

v.	by Buyer, within fifteen (15) days following delivery to Buyer of an updated schedule under Section 7.6 that contains new disclosure of any event or development that would reasonably be expected to result in a Material Adverse Change.

(b)

However, no Party may terminate this Agreement under clauses (ii) through (v) above if the basis for termination results from a breach by the Party of any of its representations, agreements or covenants contained in this Agreement or if the party seeking termination is otherwise in material breach of its obligations hereunder.

16.2

Effect of Termination. If either Party terminates this Agreement under Section 16.1, all obligations of the Parties under this Agreement or the Related Agreements will terminate without any liability of either Party to the other Party except that (a) this Section 16.2 shall survive termination; (b) the Confidentiality Agreement shall remain in full force and effect and survive the termination of this Agreement for any reason, subject to its stated expiration date; and (c) no party shall be relieved of its liability for any intentional breach of this Agreement, including a failure to comply with its obligations under the Agreement, prior to termination, and the non-breaching party’s right to pursue all remedies in equity and at law shall survive termination and be av ailable.

ARTICLE 17

MISCELLANEOUS

17.1	Notices. Any notice under this Agreement shall be in writing. Any notice delivered as provided in this Section 17.1 is effective upon receipt by a party. A party may change its notice address by notice to the other party. All notices shall be delivered:

(a)	personally;

(b)	by facsimile;

(c)	by nationally recognized overnight courier service; or

(d)	by registered or certified mail, return receipt requested, postage prepaid, as follows:

If to Buyer: Maurice M. Taylor, Jr.

Titan Tire Corporation

2701 Spruce Street

Quincy, Illinois 62301

U.S.A.

Facsimile No.: 1 (217) 228-3166

With a copy to:

Cheri T. Holley

General Counsel

Titan International, Inc.

2701 Spruce Street

Quincy, Illinois 62301

U.S.A.

Facsimile No.: 1 (217) 228-3040

With a second copy to:

Robert J. Diehl, Jr., Esq.

Bodman LLP

6th Floor at Ford Field

1901 St. Antoine Street

Detroit, Michigan 48226

U.S.A.

Facsimile No.: 1 (313) 393-7579

If to Goodyear: The Goodyear Tire & Rubber Company

1144 East Market Street

Akron, Ohio 44316

U.S.A.

Attention: Corporate Secretary

Facsimile No.: 1 (330) 796-8836

With a copy to:

Laura Thompson

Vice President, Business Development

The Goodyear Tire & Rubber Company

1144 East Market Street

Akron, Ohio 44316

USA

Facsimile No.: 1 (330) 796-5034

With a second copy to:

Squire, Sanders & Dempsey L.L.P.

4900 Key Tower

127 Public Square

Cleveland, Ohio 44114-1304

U.S.A.

Attention: Carolyn J. Buller, Esq.

and Cipriano S. Beredo, Esq.

Facsimile No.: 1 (216) 479-8780

17.2

Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or otherwise breached. It is agreed that the Parties shall be entitled to an injunction or conjunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

17.3	Waiver. None of the provisions of this Agreement may be waived except in writing. A Party may enforce any provision of this Agreement even if it has not previously enforced that provision or any other provisions of this Agreement.

17.4	Captions. The captions set forth in this Agreement are for convenience only and are not considered as part of this Agreement, nor affect in any way the meaning of the terms and provisions of this Agreement.

17.5

Successors and Assigns. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assigns of the Parties. Neither Party, without the express written consent of the other Party, may assign this Agreement, except either Party may assign all or part of its rights and obligations under this Agreement to one or more Subsidiaries. This assignment will not release a Party of any of its obligations.

17.6	Severability. The Parties intend this Agreement to be enforced as written. However, if a court determines that a provision of this Agreement is:

(a)	unlawful, the provision will be severed from this Agreement and the remainder of this Agreement will remain in full force and effect; or

(b)	invalid or unenforceable:

i.	the provision will remain in effect in any other circumstances,

ii.	the Agreement will otherwise remain valid and enforceable, and

iii.	the court may reduce the duration or area, or both, of the provision, if the invalidity or unenforceability is because of the duration or area covered stated in the provision and in its amended form the provision will then be enforceable.

17.7	No Third-Party Beneficiaries or Right to Rely. Notwithstanding anything to the contrary in this Agreement:

(a)

nothing in this Agreement is intended to grant to any Third Party (including, but not limited to, to any former, current or future employees or officers of any Party or any of their dependents or beneficiaries, any Subsidiary or any labor union) any rights, as a third party beneficiary or otherwise;

(b)	no Third Party may rely on any of the representations, warranties, covenants or agreements contained in this Agreement; and

(c)	no Party will incur any liability or obligation to any Third Party because of any reliance by that Third Party on any representation, warranty, covenant or agreement in this Agreement.

17.8	Counterparts. This Agreement may be executed in more than one counterpart. Each counterpart is an original and together constitute one and the same agreement. A signature to this Agreement delivered by facsimile or other electronic means is valid.

17.9	Time of Essence. Time is of the essence with respect to this Agreement.

17.10

No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent. No rule of strict construction will be applied against either Party.

17.11

Expenses. Except as otherwise expressly set forth in this Agreement, each of the Parties shall pay its own expenses incurred by it in negotiating, preparing, closing and performing this Agreement and the Related Agreements.

17.12

Currency/Method of Payment. Unless otherwise specifically provided in this Agreement, (a) all references to amounts of money are lawful money of the United States, and (b) all payments of money shall be made in immediately available funds.

17.13

Miscellaneous. As used in this Agreement, the Corresponding Schedules, the Supplemental Schedules, the Exhibits and the Related Agreements:

(a)	the singular and plural include each other;

(b)	each gender includes both genders; and

(c)	words and phrases defined in this Agreement have the same meaning in the Corresponding Schedules, the Exhibits, the Supplemental Schedules and Related Agreements unless specifically provided to the contrary.

17.14

Entire Agreement: Amendment. This Agreement, together with the Related Agreements, the Confidentiality Agreement, and the schedules and exhibits to all such agreements, constitutes the sole understanding of the Parties and supersedes all other prior agreements and understandings, oral or written, between the Parties with respect to these matters. No modification of this Agreement is binding unless the modification is in writing and duly executed by the Party against which the modification would apply.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, Goodyear and Buyer have caused this Agreement to be signed, all as of the date first written above.

	THE GOODYEAR TIRE & RUBBER COMPANY By: /s/ THE GOODYEAR TIRE & RUBBER COMPANY
	TITAN TIRE CORPORATION By: /s/ TITAN TIRE CORPORATION

[Signature Page to Purchase Agreement - LAT]

APPENDIX A

DEFINED TERMS

“Accounting Principles for Inventory Valuation” means the accounting principles set forth on Schedule 4.2.

“Accounts Payable” means all of Goodyear’s and Affiliated Sellers’ trade accounts payable to Third Parties (including all trade accounts payable with respect to goods and services received by Goodyear and Affiliated Sellers but for which invoices have not yet been received by Goodyear and Affiliated Sellers.)

“Accounts Receivable” means all of Goodyear’s and Affiliated Sellers’ trade accounts receivable and other rights to payment from Third Parties, including, without limitation, customers and employees, and all security interests or rights associated with such accounts and rights, all notes payable to Goodyear and Affiliated Sellers and all security interests or rights associated therewith and any claim, remedy or other right related to any of the foregoing, in each case whenever accrued, including those that arise form the conduct of the LAT Business and relate to the period prior to the Closing Date.

“Action” means any action, suit, arbitration or proceeding by or before any Governmental Authority including, without limitation, those of an administrative rather than judicial nature.

“Affiliate” means, with respect to any Person, at the time in question, any other Person controlling, controlled by or under common control with the Person. For purposes of this definition, “control” (including, but not limited to, the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Affiliated Buyer” means each of the Affiliates of Buyer that purchases any right, title or interest in any of the Transferred Assets or Newco Quotas, and “Affiliated Buyers” means all such Affiliates collectively.

“Affiliated Seller” means each of the Affiliates of Goodyear (excluding Newco) that has any right, title or interest in any of the Transferred Assets, and “Affiliated Sellers” means all such Affiliates collectively.

“Agreed Pre-Closing Period Income Tax Liability Amount” has the meaning set forth in Section 7.8(a)(ii).

“Agreement” means this Purchase Agreement.

“Americana Fabric Supply Agreement” has the meaning set forth in Section 12.2(i).

“Ancillary Agreements” has the meaning set forth in Section 7.13.

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“Antitrust Authority” means any national, super-national or other entity with antitrust jurisdiction over the transactions contemplated by this Agreement under Antitrust Law.

“Antitrust Filings” has the meaning set forth in Section 7.3(a)(i).

“Antitrust Law” means statutes, regulations, administrative and judicial doctrines and other laws intended to effect, encourage or restrain competition.

“Assignment Agreement” has the meaning set forth in Section 12.2(j).

“Assignment and Bill of Sale” has the meaning set forth in Section 12.3(a).

“Assumed Liabilities” has the meaning set forth in Section 3.1.

“Assumption Agreement” has the meaning set forth in Section 12.2(k).

“Bailment Agreement (Colombia)” has the meaning set forth in Section 12.2(h).

“Books and Records” has the meaning set forth in Section 2.2(c).

“Business Assets” means the Contributed Assets and the Transferred Assets.

“Business Day” means any day other than Saturday or Sunday on which commercial banks are not required or authorized by law to close in the City of New York, New York, USA.

“Buyer” has the meaning set forth in the Preamble.

“Buyer Material Adverse Change” means any effect, change, event or development that is or would reasonably be likely to be materially adverse to the Buyer, or the results of operations financial condition of the Buyer, taken as a whole, provided, however, none of the following, individually or in the aggregate, shall be taken into account in determining if a “Buyer Material Adverse Change” has occurred:

a. any change (i) in the U.S. or global economy generally or the capital, credit or financial markets generally affecting all companies in the same industry, (ii) any change in national or international political conditions or any instability caused by acts of terrorism affecting all companies in the same industry, (iii) any change in applicable Law or general legal, tax or regulatory requirements affecting all companies in the same industry, or (iv) any change required by GAAP or other international accounting standards affecting all companies in the same industry, except for such changes in (i) through (iv) that disproportionately affect Buyer, taken as a whole, as compared to other companies in the same industry; and

b. any change caused by the announcement of the transaction; or any effect, change, event or development relating to the announcement or performance of this Agreement or any of the Related Agreements including, in

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each case, the impact thereof on relationships with customers, suppliers or competitors.

“Buyer’s Representative” has the meaning set forth in Section 4.2(c).

“Buyer’s Territory” has the meaning set forth in Section 8.1(a).

“Cash” means all cash, time deposits, bank accounts (including, without limitation, all collection accounts and any balances therein), certificates of deposit, marketable securities, short-term investments and other cash equivalents of Goodyear and any Affiliated Seller.

“Claim” has the meaning set forth in Section 14.3.

“Closing” means the closing of the transactions contemplated by this Agreement.

“Closing Date” has the meaning set forth in Section 12.1.

“Closing Combined Inventory Value” has the meaning set forth in Section 4.2(a).

“Closing Combined Inventory Value Statement” has the meaning set forth in Section 4.2(b).

“Closing Payroll Value” has the meaning set forth in Section 4.3(b).

“Closing Payroll Value Statement” has the meaning set forth in Section 4.3(c).

“Colombia Supply Agreement” has the meaning set forth in Section 12.2(b).

“Combined Inventory” has the meaning set forth in Section 4.2.

“Commercially Reasonable Manner” has the meaning set forth in Section 10.1(f).

“Competing Products” has the meaning set forth in Section 8.1(a).

“Competing Transaction” has the meaning set forth in Section 7.11.

“Confidentiality Agreement” means the confidentiality agreement dated as of January 28, 2009 between Goodyear and Buyer.

“Consequential Damages” means consequential, special or incidental damages including, but not limited to, reduction in market value of the LAT Business or Transferred Assets, diminution in value, loss of profits, loss of business opportunity or interruption of business losses.

“Contracts” means all purchase orders, terms and conditions of sale, sales orders, provider agreements, supply agreements, discount agreements, distributor agreements and other agreements, contracts and commitments of any sort, written or oral, including all supplements and amendments thereto.

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“Contributed Assets” means those assets transferred from Goodyear Brazil to Newco pursuant to the Permitted Reorganization as set forth on Exhibit I.

“Contributed Liabilities” means those liabilities transferred from Goodyear Brazil to Newco pursuant to the Permitted Reorganization as set forth on Exhibit I.

“Corresponding Schedule” means a schedule that is numbered, captioned or named to correspond to the number, caption or name of the section of this Agreement that refers to that schedule.

“Customer Contracts” has the meaning set forth in Section 2.2(a).

“Designation Notice” has the meaning set forth in Section 4.4(b).

“Distributors” has the meaning set forth in Section 7.4(a).

“EMEA Agreement” means Appendix A to the Put Option entered into between Goodyear and Buyer on the date hereof.

“EMEA Business” means the EMEA business as defined in Recital A to the EMEA Agreement.

“EMEA Region” includes the countries listed on Schedule E under “EMEA Region.”

“Employee Benefits Agreement” has the meaning set forth in Section 9.2(b).

“Employees” means collectively the Key Employees and the Sao Paulo Employees.

“Environmental Controlling Party” has the meaning set forth in Section 10.1(e).

“Environmental Costs” has the meaning set forth in Section 10.1(f).

“Environmental Indemnification Efforts” has the meaning set forth in Section 10.1(e).

“Environmental Law(s)” has the meaning set forth in Section 10.1(f).

“EPD Agreements” has the meaning set forth in Section 7.9.

“Equipment Agreement” has the meaning set forth in Section 12.2(g).

“Excluded Assets” has the meaning set forth in Section 2.3(a).

“Excluded Contracts” has the meaning set forth in Section 2.3(q).

“Farm Patent and Know-How License Agreement” has the meaning set forth in Recital D(5).

“Farm Tires” has the meaning set forth in Recital A.

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“Farm Tire Region” has the meaning set forth in Recital A.

“Final Closing Inventory Value” has the meaning set forth in Section 4.2(c).

“Final Equipment Value” has the meaning set forth in Section 4.4(d).

“Final Payroll Value” has the meaning set forth in Section 4.3(d).

“Goodyear” has the meaning set forth in the Preamble.

“Goodyear Brazil” means Goodyear do Brasil Produtos de Borracha Ltda, a sociedade empresaria limitada formed under the laws of Brazil.

“Goodyear Names and Marks” shall mean, collectively, the corporate name of Goodyear or any of its Affiliates in any jurisdiction, or any trademark, trade name, trade dress, logo, symbol, device, URL, service mark or copyright, whether or not registered, including all common law rights, and registrations and applications for registration thereof, including, but not limited to, all marks registered in the United States Patent and Trademark Office, the Trademark Offices of the States and Territories of the United States of America, and the trademark offices of other nations throughout the world, and all rights therein provided by multinational treaties or conventions, or any application or registration therefore, owned, licensed or used by Goodyear or any of its Affiliat es, which includes, without limitation and in any form, the name “Fulda”, the word “Goodyear” or the term “Goodyear (and winged foot design),” the winged foot design, the blimp design or any other identification that suggests, simulates or is confusing by similarity to any of any Goodyear’s or its Affiliates’ identification.

“Goodyear Payable” means all amounts payable by Goodyear or any of its Affiliates to Goodyear or any of its Affiliates.

“Goodyear Receivable” means all amounts owed to Goodyear or any of its Affiliates by Goodyear or any of its Affiliates.

“Goodyear’s Representative” has the meaning set forth in Section 4.2(c).

“Goodyear’s Territory” includes the countries listed on Schedule E.

“Goodyear-Branded Farm Tires” has the meaning set forth in Section 7.4(a).

“Governmental Authority” means any federal, state or local, or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or arbitral or judicial body.

“Hazardous Substances” has the meaning set forth in Section 10.1(f).

“Income Taxes” has the meaning set forth in Section 7.8(a)(ii).

“Indemnifiable Claim” has the meaning set forth in Section 14.4.

“Indemnified Party” has the meaning set forth in Section 14.4.

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“Indemnifying Party” has the meaning set forth in Section 14.4.

“Indemnity Notice” has the meaning set forth in Section 14.4.

“Intellectual Property” means Patents and Know-How, each as defined in the Farm Patent and Know-How License Agreement and the Non-Farm Patent and Know-How License Agreement (Brazil), collectively.

“Inventory” has the meaning set forth in Section 2.2(b).

“Key Employees” are those Employees listed on Schedule F.

“Knowledge” means the actual knowledge of the individuals set forth on Schedule D after conducting a reasonably comprehensive investigation concerning the existence of the fact or matter.

“LAT Business” has the meaning set forth in Recital A.

“Law” means any law, rule, regulation, order or other requirement of or issued by any Governmental Authority, in each case, as from time to time amended or replaced.

“Licensed Products” has the meaning assigned to such term in the Trademark License Agreement.

“Lien” means any lien, mortgage, charge, pledge, security interest, restriction, reservation or condition on transferability, easement, defect of title or other claim, encroachment or other encumbrance of any nature whatsoever on any property interest.

“Loss” means any loss, liability, expense, including Environmental Costs (including, but not limited to, reasonable fees and expenses of outside counsel), cost or damage, but shall not include Consequential Damages.

i. (A) any change in the U.S. or global economy generally or the capital, credit or financial markets generally affecting all companies in the same industry, (B) any change in national or international political conditions or any instability caused by acts of terrorism affecting all companies in the same industry, (C) any change in applicable Law or general legal, tax or regulatory requirements affecting all companies in the same industry, or (D) any change required by

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GAAP or other international accounting standards affecting all companies in the same industry, except for such changes in (A) through (D) that disproportionately affect the LAT Business or Sao Paolo Business, taken as a whole, as compared to other companies in the same industry; and

ii. any change caused by the announcement of the transaction; or any effect, change, event or development relating to the announcement or performance of this Agreement or any of the Related Agreements including, in each case, the impact thereof on relationships with customers, suppliers or competitors.

“Material Contracts” has the meaning set forth in Section 5.7(a).

“Molds, Equipment and Parts” has the meaning set forth in Section 2.2(e).

“Newco” has the meaning set forth in Recital D(1).

“Newco Quotas” has the meaning set forth in Recital D(1).

“Neutral Auditor” has the meaning set forth in Section 4.2(c).

“Non-Competition Covenants” means the covenants set forth in Article 8.

“Non-Farm Patent and Know-How License Agreement (Brazil)” has the meaning set forth in Section 12.2(e).

“Non-Farm Supply Agreements” has the meaning set forth in Section 12.2(f).

“Non-Farm Tires” means all tires other than Farm Tires and non-tire products, such as sleeves and retread.

“Non-Transferable Assets” has the meaning set forth in Section 2.4(a).

“Party” means Buyer or Goodyear, and “Parties” means Buyer and Goodyear referred to collectively.

“Payroll Payment” has the meaning set forth in Section 9.2(c).

“Permit” means all governmental approvals, permit filings, concessions, authorizations, franchises, registrations and licenses required to conduct the LAT Business (including the Sao Paulo Business) and own the Business Assets and the quotas of Newco.

“Permitted Reorganization” means an internal reorganization of assets owned by Goodyear Brazil to be effective on the Closing Date to effect the transfer of the Sao Paulo Business, including but not limited to all plant, property, equipment, employees, inventory, permits and intangibles, to Newco.

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“Person” means an individual, corporation, limited liability company, partnership, association, estate, trust, unincorporated organization, governmental or quasi-governmental authority or body or other entity or organization.

“Post-Closing Period” means the portion of the Split Tax Period beginning on the day following the Closing Date.

“Pre-Closing Period” means the portion of the Split Tax Period ending on the Closing Date.

“Preliminary Purchase Price” has the meaning set forth in Section 4.1.

“Prepaid Royalty” has the meaning set forth in Section 4.1.

“Proceeding” means an investigation, claim, suit or proceeding by or before any court, arbitrator or Governmental Authority.

“Protocol” has the meaning set forth in Section 7.2.

“Purchase Price” has the meaning set forth in Section 4.1.

“Raw Materials” means all basic materials, excluding Non-Farm Tire finished goods and Works-In-Process, used in the manufacture of Farm Tires and Non-Farm Tires, located in the Sao Paulo Business facility and included in the Contributed Assets, and not provided by Goodyear Brazil in connection with the Aviation Tolling Agreement.

“Real Property” has the meaning set forth in Section 5.15(a).

“Related Agreements” means the related agreements contemplated by this Agreement that are attached to this Agreement as Exhibits or are required by Sections 12.2 and 12.3.

“Required Remedial Measures” has the meaning set forth in Section 10.1(f).

“Resolution Period” has the meaning set forth in Section 4.2(b).

“Restricted Period” has the meaning set forth in Section 8.1(a).

“Retained Liabilities” has the meaning set forth in Section 3.2.

“Retention Agreement” means any agreement between Goodyear and/or any Affiliated Seller with an important or key employee pursuant to which such employee agrees to continue to provide services to Goodyear and/or any Affiliated Seller for a specified period of time that is in addition to any compensation provided to such employee pursuant to any applicable annual salary or bonus program or under any collective bargaining agreement.

“Sao Paulo Business” has the meaning set forth in Recital D(1).

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“Sao Paulo Contract” means any Contract primarily used to operate the Sao Paulo Business, including but not limited to supply contracts, vendor contracts and utility provider agreements, but excluding the Excluded Contracts.

“Sao Paulo Employees” has the meaning set forth in Section 9.2(a).

“Sao Paulo Facility” means the tire manufacturing facility located in Belenzinho, Sao Paulo, Brazil at the location specified in Schedule 5.15(a).

“Spin-Off Balance Sheet” means the balance sheet for the Sao Paulo Business that is attached to the protocol and dated the Closing Date.

“Split Tax Period” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

“Subsidiary” means with respect to any Person, any other Person of which more than 50% of the securities or other ownership interests having by their terms ordinary voting power to elect a majority of the board of directors (or other Persons performing similar functions) of such other Person is directly or indirectly owned or controlled by such Person.

“Tax” or “Taxes” means any federal, state, municipal, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Tax Code § 59A), customs duties, capital stock, franchise, profits, withholding, social security, social contribution, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

“Tax Liability Amount” has the meaning set forth in Section 3.2(g).

“Tax Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Tax Credits” has the meaning set forth in Section 2.2(g).

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Taxing Authority” means any applicable Governmental Authority responsible for the imposition of Taxes.

“Third Party” means any Person not a signatory to this Agreement.

“Third Party Claim” has the meaning set forth in Section 14.5.

“Threshold” has the meaning set forth in Section 14.3.

“Trademark License Agreements” has the meaning set forth in Recital D(4).

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“Transfer Taxes” has the meaning set forth in Section 7.8(b)(i).

“Transferred Assets” has the meaning set forth in Section 2.2.

“Unaudited Financials” has the meaning set forth in Section 5.5.

“Veyance” has the meaning set forth in Section 7.9.

“Works-In-Process” means all in process inventory for Farm Tires and Non-Farm Tires located in the Sao Paulo Business facilities and included in the Contributed Assets.

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EX-10.16 5 ex10_16.htm PUT OPTION BETWEEN THE GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR DUNLOP TIRES FRANCE SA AND TITAN TIRE CORP ex10_16.htm

Exhibit 10.16

December 13, 2010

The Goodyear Tire & Rubber Company

1144 East Market Street

Akron, Ohio 44316

U.S.A.

Attention: Ms. Laura Thompson

Vice President, Business Development

Goodyear Dunlop Tires France SA

8, Rue Lionel Terray

92500 Rueil Malmaison

France

Attention: Mr. Henry Dumortier

Directeur Général

Re: Project Foxtrot

Ladies and Gentlemen,

1.	Irrevocable commitment to acquire the EMEA farm business

Subject to the conditions set forth herein, we hereby confirm our irrevocable commitment, to purchase, or to have a wholly-owned subsidiary purchase (we and such subsidiary, as the case may be, the "Buyer") the EMEA farm tire business (the "Business") currently operated by The Goodyear Tire & Rubber Company ("Goodyear") and its affiliates (the "Transaction"). Such purchase shall be carried out pursuant to (a) this letter ("Put Option") and (b) the EMEA Purchase Agreement (including, for the avoidance of doubt, the schedules and exhibits thereto; as complet ed to the extent necessary by Supplemental Schedules in accordance with Section 2 below) attached hereto as Appendix A (the "Agreement").

This Put Option is valid until expiration of the Exclusivity Period (as defined below) but may only be exercised during such period if the following two events have both occurred:

(i)

The information and consultation processes before the comité central d'entreprise and, if legally required, the comité d'établissement GDTF Amiens Nord and the comité d'établissement du siège social et établissements rattachés of Goodyear Dunlop Tires France SA (together, the "Works Councils") in connection with all French aspects of the proposed Transaction have been completed. For the purpose hereof, such processes shall be deemed completed if:

(a)

the Works Councils have issued, and we have been provided with a copy of, a written opinion regarding the Transaction; or

(b)

if and when (x) Goodyear Dunlop Tires France SA ("GDTF") considers in its reasonable judgement, the reasonableness of which shall be confirmed by a written memorandum addressed to both ourselves and GDTF by GDTF special labor counsel, that the information and consultation procedures have been duly conducted and despite the refusal of the Works Councils to issue an opinion with the Transaction, the information and consultation procedures should be deemed to be completed, and (y) no court decision or injunction has been issued at the time of the exercise of the Put Option prohibiting the exercise of the Put Option and/or the Closing of the Transaction.

(ii)

GDTF shall have completed its redundancy plan (plan de sauvegarde de l'emploi) and any associated scheme for the Amiens North consumer tires activity currently operated by GDTF having the consequences described in Appendix B hereto (the "Social Plan") (it being understood that "completed" means all related letters of dismissal have been sent to and received by, or deemed to have been received by, the dismissed employees, holding the positions to be terminated in accordance with Appendix B).

2.	Entry into the Agreement

(i)

We hereby irrevocably and unconditionally undertake to sign the Agreement in the event that Goodyear exercises the Put Option, concurrently with (and subject to) the signature of the Agreement by Goodyear on the Signature Date (as this term is defined below). We hereby acknowledge that, subject to Section 1 of this Put Option, our obligations to sign the Agreement and to purchase the Business under the terms and conditions of the Agreement are irrevocable and subject to specific performance.

(ii)

For the purposes of this letter, the "Signature Date" shall mean the date of entry into the Agreement by Goodyear and Buyer which shall take place on a date mutually agreed between Goodyear and Buyer which shall not be later than on the 10th Business Day (as such term is defined in the Agreement) after the date of the notification of the Acceptance Notice (as defined below) to Buyer by Goodyear in accordance with Section 5(ii) below. Such signing shall take place at Cleary Gottlieb Steen & Hamilton LLP, Rue de la Loi 57, 1090 Brussels, Belgium, at 10:00 a.m. on the Signature Date. Goodyear and Buyer may mutually agree in writing to have the signing at another place and time.

(iii)

Between the date hereof and Signature Date, Goodyear shall, to the extent necessary and for information purposes, deliver to Buyer supplements (each a "Supplemental Schedule") to the Schedules attached to the Agreement that

may disclose any fact, circumstance or development that has occurred or been discovered after the date hereof that constitute a breach of the representations and warranties of Goodyear (or any of them) contained in the Agreement or would constitute such breach if not disclosed, including, with each such Supplemental Schedule, specific written identification of the representations and warranties Goodyear is in breach of or would be in breach of without such supplemental disclosure. No delivery by Goodyear of any Supplemental Schedule pursuant to this Section 2(iii), however, shall be deemed to amend or supplement any Schedule to the Agreement or prevent or cure any misrepresentation, breach of warranty or breach of covenant of Goodyear under the Agreement or modify the consequences thereof under the Agreement.

3.	Exclusivity

During the Exclusivity Period (as defined below), you undertake and shall cause your officers, employees and any affiliates:

(a) not to, directly or indirectly, encourage, solicit, initiate or continue any discussion or negotiation relating to the transfer of any interest in the Business, with any person or entity other than Buyer;

(b) not to furnish any information or afford access to the business, financial position, properties, assets, books or records of the Business to any person or entity other than Buyer in relation to any transaction similar to, or with the same purpose as, the Transaction; and

(c) to instruct your advisers, agents and representatives to comply with the undertakings provided for under paragraphs 3(a) and 3(b) above.

You shall maintain such exclusivity from the date hereof until the earlier of (i) November 30, 2011 and (ii) your notification to us in writing of our release from this Put Option (the "Exclusivity Period").

For the avoidance of doubt, the length of the Exclusivity Period, and the effects of its expiration, shall not be deemed affected in any manner by any court or governmental decision which delays or hinders, in any manner, the ability of Goodyear to exercise this Put Option.

4.	Additional Agreements.

(a) Agreements Relating to Fabric Calendar at the Amiens South Facility. From the date of this Put Option through the earlier of the date of the execution of the Agreement or the expiration of the Exclusivity Period, in the event that Goodyear Dunlop Tires Amiens Sud SAS (“GDTAS”) sells its fabric manufacturing operation at its facilities located at 30 rue Roger Dumoulin, 80000, Amiens, France (the “Amiens South Facility”), Goodyear will cause GDTAS to obtain from the purchaser of the Amiens South Facility an agreement that, upon the closing of the transactions c ontemplated by the Agreement, such purchaser will (i) enter into the Amiens Fabric Supply Agreement in substantially the form attached as Exhibit ___to the Agreement and

(ii) be bound by the right of first refusal relating to the Amiens South Facility substantially on the terms set forth in Section 7.6 of the Agreement.

(b) Access to Information. Subject to the conditions set forth in the Confidentiality Agreement between us, from the date of this Put Option until the earlier of the execution of the Agreement or the expiration of the Exclusivity Period, Goodyear will, and will cause its affiliates to, on reasonable notice and during ordinary business hours, subject to the requirements of applicable law:

(i) give us and our authorized representatives reasonable access to books and records, plants, offices and other facilities of Goodyear and its affiliates to the extent related to the Business and the exercise of the Put Option;

(ii) permit us to make inspections of the foregoing as reasonably requested; and

(iii) furnish us with such financial and operating data and other information with respect to the Business as we may reasonably request.

Any inspection, investigation or other request shall be conducted and made in such a manner as to not interfere unreasonably with the operation of the Business.

(c) Delivery of Financial Information. Not later than June 30, 2011, you will provide to us unaudited special purpose financial statements for the Business and the related report and supporting documentation for the fiscal year ending on December 31, 2010. In addition, until such time as the Put Option is exercised, you will provide us with a summary balance sheet and income statement for the Business for each fiscal quarter of 2011 (the “Quarterly Summaries”). The Quarterly Summaries (i) shall be prepared by you and delivered to us within 60 days following the end of the relevant fiscal quarter, and (ii) ar e not required to be reviewed or accompanied by a report form your registered public accounting firm. As provided in Section 4(b) above, you will provide us with reasonable access to books and records to allow us to confirm the accuracy of the Quarterly Summaries.

5.	Miscellaneous

(i) You shall keep us informed on a regular basis on the progress of the Social Plan. You shall provide us with the portions of any documents or other information (written or oral) that you intend to provide to the Works Councils that mention Buyer or its plans for the Amiens North facility for our review, and you shall not disclose any such information to the Works Council or anyone else without our express, written consent. Such consent will not be unreasonably delayed or withheld.

(ii) Subject to Section 1, Goodyear may exercise this Put Option by sending at any time until the expiration of the Exclusivity Period a notice (the "Acceptance Notice") by fax or by email (with an attached scanned copy of the notification or communication) to the address and for the attention of the person indicated below:

Titan Tire Corporation

2701 Spruce Street

Quincy, Illinois 62301

U.S.A.

Attention: Maurice M. Taylor, Jr.

Fax number: 1-217-228-3166

E-mail address: morry.taylor@titan-intl.com

(iii) We understand that, following completion of consultation with the Works Councils, a final decision will be made by you regarding the Transaction. We hereby acknowledge that, until signature of the Agreement, you will not be bound by any obligation of any nature whatsoever in connection with the Transaction, other than for its compliance with the exclusivity undertaking and your other commitments provided for hereunder.

(iv) We confirm that we will keep the existence and content of this Put Option confidential and request that you do the same, except to the extent either party is legally required to disclose such information including, without limitation, by applicable securities laws, or as required to be disclosed to our lenders. Goodyear and Buyer will consult with each other and will mutually agree upon any publication or press release of any nature with respect to this letter and shall not issue any such publication or press release prior to such consultation and agreement except as may be required by applicable securities laws, in which case the party proposing to issue such publication or press release shall make all reasonable efforts to consult in good faith with the other party or parties before issuing any such publication or press release and shall provide a copy thereof to the other party or parties prior to such issuance.

(v) This Put Option will be governed and construed in accordance with the substantive laws of the State of New York, except for any laws of that state that would require the application of the substantive laws of a different jurisdiction.

(vi) To the extent subject matter jurisdiction exists, the parties agree that any action arising out of or relating to this Put Option shall be brought in any United States District Court having jurisdiction over the parties. Each party irrevocably consents to the jurisdiction and venue of such courts (and of the appropriate appellate courts thereof) in any such action, claim or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

(vii) The parties agree that irreparable damage would occur in the event that any of the provisions of this Put Option were not performed in accordance with their specific terms or were otherwise breached. It is agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Put Option and to enforce specifically the terms and provisions of this Put Option. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when available pursuant to the terms of this Put Option on the basis that the other party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity. An y party

seeking an injunction or injunctions to prevent breaches of this Put Option and to enforce specifically the terms and provisions of this Put Option shall not be required to provide any bond or other security in connection with any such order or injunction.

(viii) Please confirm your agreement to the exclusivity undertaking and your other commitments provided for herein by returning to us a signed copy of this letter. If you do not return to us a fully signed original of this Put Option before the 10th Business Day (as such term is defined in the Agreement) after the date hereof, the offer contained in this letter shall become null and void. This Put Option may be executed in more than one counterpart. Each counterpart is an original and together constitute one and the same agreement. A signature to this Agreement delivered by facsimile or other electronic means is valid.

(Signatures are included on the following page)

Sincerely yours,

/s/ TITAN TIRE CORPORATION

Titan Tire Corporation

This Put Option has been countersigned below by Goodyear and Goodyear Dunlop Tires France SA exclusively for the purpose of evidencing their acceptance of Titan Tire Corporation's commitment hereunder and agreement with the exclusivity and other undertakings provided for herein and shall not be construed as an exercise of this Put Option.

ACKNOWLEDGED AND AGREED:

/s/ THE GOODYEAR TIRE & RUBBER COMPANY

The Goodyear Tire & Rubber Company

ACKNOWLEDGED AND AGREED:

/s/ GOODYEAR DUNLOP TIRES FRANCE SA

Goodyear Dunlop Tires France SA

(Signature page for Put Option)

APPENDIX A

PURCHASE AGREEMENT – EMEA

between

THE GOODYEAR TIRE & RUBBER COMPANY

and

TITAN TIRE CORPORATION

Dated as of [ ● ]

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

1.1

Definitions

1.2

Definitions Can be Substantive

1.3

Definitions Not in Article 1

ARTICLE 2

SALE AND TRANSFER OF EMEA BUSINESS

2.1

Sale and Transfer of Newco Shares

2.2

Transferred Assets

2.3

Excluded Assets

2.4

Non-Transferability of Certain Assets

ARTICLE 3

LIABILITIES

3.1

Assumed Liabilities

3.2

Retained Liabilities

ARTICLE 4

PURCHASE PRICE

4.1

Consideration to be Paid by Buyer

4.2

Preliminary Purchase Price; Determination of Purchase Price

4.3

Purchase Price Allocation

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF GOODYEAR

5.1

Organization and Existence

5.2

Qualification

5.3

Corporate Authority

5.4

Financial Statements

5.5

Entire Business

5.6

Contracts

5.7

Proprietary Rights

5.8

Taxes

5.9

No Breach of Contract; No Violations of Law; No Prior Approval

5.10

Litigation

5.11

Finders, Brokers and Investment Bankers

5.12

Absence of Changes

5.13

Compliance with Laws

5.14

Employees

5.15

Real Property

5.16

Environmental Matters

5.17

Permits

5.18

Inventory

5.19

Product Warranty

5.20

Customers

5.21

Books and Records

5.22

Full Disclosure

5.23

DISCLAIMER

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER

6.1

Organization and Existence of Buyer

6.2

Corporate Authority

6.3

No Breach of Contract; No Violations of Law; No Prior Approval

6.4

Litigation

6.5

Finders, Brokers and Investment Bankers

6.6

Financing

6.7

Independent Analysis

6.8

DISCLAIMER

ARTICLE 7

COVENANTS OF BUYER AND GOODYEAR

7.1

Operating the EMEA Business

7.2

Antitrust Law Filings

7.3

Farm Tire Distributors

7.4

Access to Information

7.5

Disclosure Generally

7.6

Right of First Refusal to Purchase Fabric Calendar at the Amiens South Facility

7.7

Public Notices

7.8

Taxes

7.9

Transition Services and other Ancillary Agreements

7.10

Financial Statements

7.11

Administration of Accounts

7.12

Employee Related Matters

7.13

Contribution to Newco

ARTICLE 8

RESTRICTIVE COVENANTS

8.1

Noncompetition Agreement

8.2

Nonsolicitation

8.3

Acknowledgment

ARTICLE 9

EMPLOYMENT MATTERS

9.1

Business Employees

9.2

Key Employees

ARTICLE 10

ENVIRONMENTAL MATTERS

10.1

Indemnification for Environmental Costs

ARTICLE 11

CONDITIONS PRECEDENT

11.1

Conditions Precedent to Goodyear’s Performance

11.2

Conditions Precedent to Buyer’s Performance

11.3

Waiving Conditions

ARTICLE 12

CLOSING

12.1

Closing Date

12.2

Deliveries by Buyer

12.3

Deliveries by Seller

12.4

Further Assurances

ARTICLE 13

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

13.1

Survival

13.2

Representations and Warranties

13.3

Covenants and Agreements

13.4

Notice of Claim

ARTICLE 14

GENERAL INDEMNIFICATION

14.1

Indemnification of Buyer

14.2

Indemnification of Goodyear

14.3

Claim; Limitations

14.4

Procedures for Claims

14.5

Third-Party Claims

iii

14.6

Payments and Offsets

14.7

Exclusive Remedy

14.8

French SPA

ARTICLE 15

GOVERNING LAW; DISPUTE RESOLUTION

15.1

Governing Law

15.2

Exclusive Jurisdiction

15.3

Requirement for Mutual Consultation

15.4

Extraordinary Remedies

ARTICLE 16

TERMINATION

16.1

Termination of Agreement

16.2

Effect of Termination

ARTICLE 17

MISCELLANEOUS

17.1

Notices

17.2

Enforcement

17.3

Waiver

17.4

Captions

17.5

Successors and Assigns

17.6

Severability

17.7

No Third-Party Beneficiaries or Right to Rely

17.8

Counterparts

17.9

Time of Essence

17.10

No Strict Construction

17.11

Expenses

17.12

Currency/Method of Payment

17.13

Miscellaneous

17.14

Entire Agreement: Amendment

LIST OF EXHIBITS

Exhibit A-1 Turkey Supply Agreement

Exhibit A-2 Poland Supply Agreement

Exhibit A-3 South Africa Supply Agreement

Exhibit B-1 Trademark License Agreement (EMEA - Goodyear Brand)

Exhibit B-2 Trademark License Agreement (EMEA - Fulda Brand)

Exhibit C Shared Patent and Know-How License Agreement

Exhibit D Patent Assignment Agreement

Exhibit E-1 Bailment Agreement (South Africa)

Exhibit E-2 Bailment Agreement (Turkey)

Exhibit F French SPA

Exhibit G Contribution Agreement

Exhibit H Fabric Supply Agreement (Amiens South)

Exhibit I Fabric Supply Agreement (Luxembourg)

LIST OF SCHEDULES

Schedule A Tires Omitted from Sale

Schedule B Additional Tires

Schedule C Farm Tire Region

Schedule D Knowledge Persons

Schedule 2.2(b) Farm Tire Inventory

Schedule 2.2(f) Molds, Equipment and Parts

Schedule 4.2 Accounting Principles for Inventory Valuation

Schedule 4.3 Purchase Price Allocation

Schedule 5.4 Unaudited Financials

Schedule 5.5 Entire Business

Schedule 5.6(a) & (b) Material Contracts

Schedule 5.9 No Breach of Contract; No Violations of Law; No Prior Approval

Schedule 5.10 Litigation

Schedule 5.12 Absence of Changes

Schedule 5.14(a) Key Employees

Schedule 5.14(c) Collective Bargaining Agreements; Labor Disputes

Schedule 5.14(d) Key Employee Agreements

Schedule 5.14(f) Benefit Plans

Schedule 5.15(a) Real Property of French Business

Schedule 5.15(f) Flood Hazard Area

Schedule 5.16 Environmental Matters

Schedule 5.19(a) Product Warranty

Schedule 5.20 Customers

Schedule 7.3(a) Distributors

Schedule 8.1(a) Buyer’s Territory

Schedule 10.1(b) Indemnification (Environmental Costs/Hazardous Substances)

Schedule 11.2(f) Consents

PURCHASE AGREEMENT – EMEA

THIS PURCHASE AGREEMENT is entered into as of ____________, 20[__], by and among The Goodyear Tire & Rubber Company, an Ohio corporation (“Goodyear”) and Titan Tire Corporation, an Illinois corporation (“Buyer”).

RECITALS:

A. Goodyear, either directly or by virtue of its direct or indirect ownership interests in Affiliated Sellers, manufactures, distributes and sells the tires described in Goodyear’s Farm Tire Handbook 2003 (excluding the specific tires set forth on Schedule A) and the additional tires listed on Schedule B (collectively, “Farm Tires”) in the countries listed on Schedule C (the “Farm Tire Region”) (such business described in this Recital A, as conducted by Goodyear and Affiliated Sellers and as will be conducted on the Closing Date by Goodyear, Affiliated Sellers and Newco, the “EMEA Business”);

B. The EMEA Business is controlled, directly and indirectly, by Affiliated Sellers;

C. Buyer, directly and indirectly through Affiliated Buyers, desires to purchase from Goodyear and Affiliated Sellers the EMEA Business, and enter into one or more related supply and licensing agreements with Goodyear and Affiliated Sellers;

D. In order to accomplish the sale of the assets, the supply of Farm Tires and the licensing of certain trademarks and technology to Buyer and its Affiliates, Goodyear and Buyer will enter into, or will cause Affiliated Sellers and Affiliated Buyers to enter into, the following transactions:

1. Goodyear, on its own or through Affiliated Sellers, will sell to Buyer, and Buyer will purchase from Goodyear, all customer contracts, sales contracts and distributorship agreements, machinery and equipment and inventory primarily related to the EMEA Business in the Farm Tire Region that constitute Transferred Assets, as defined herein;

2. Goodyear will cause Goodyear Dunlop Tires France (“GDTF”) to sell and Buyer will acquire or cause an Affiliated Buyer to acquire all of the shares of Newco (“Newco Shares”) into which GDTF will have spun off:

(a) the Farm Tire manufacturing business operated as of the date hereof (subject to certain modification set forth herein or in the Related Agreements) by GDTF in Amiens, France (the “Amiens North Facility”), including but not limited to all personal property and the Real Property (collectively, the “Amiens North Business”), and

(b) the Farm Tire marketing activities operated from the Rueil Malmaison, France headquarters (together with the Amiens North Business, the “French Business”).

In this connection:

(i) in order to comply with French legal requirements and to ensure the proper implementation of the provisions of this Agreement, Goodyear will cause GDTF to enter

and Buyer will enter (or cause an Affiliated Buyer to enter) into a share purchase agreement in the form attached as Exhibit F (the “French SPA”) and

(ii) Buyer has duly noted the serious labor unrest materially affecting the Amiens North Business and the difficulties incurred in separating the Farm Tire manufacturing business from the consumer tire manufacturing business, and as such, the spin-off of the French Business into Newco, in a clear, visible and credible manner, is Buyer’s basis for its willingness to acquire the French Business;

3. Goodyear’s Affiliates will supply Farm Tires to Buyer and its Affiliates for sale by Buyer in the Farm Tire Region in accordance with the terms and conditions of the Farm Tire Supply Agreements;

4. Goodyear and Buyer will enter into trademark license agreements permitting Buyer to use certain trademarks owned by Goodyear or its Affiliates in the Farm Tire Region (the “Trademark License Agreement (EMEA - Goodyear Brand)” and the “Trademark License Agreement (EMEA - Fulda Brand)” and, collectively, the “Trademark License Agreements - EMEA”);

5. Goodyear and Buyer will enter into a patent and know-how assignment that transfers Goodyear’s patented technology and certain know-how that relates primarily to Farm Tires (the “Patent Assignment Agreement”) and will enter into a technology and know-how license agreement permitting Buyer to use certain of Goodyear’s patented information and know-how necessary or useful, but not exclusive to, the manufacture of Farm Tires in the Farm Tire Region (the “Shared Patent and Know-How License Agreement”) as well as other license agreements contemplated by this Agreement; and

E. The workers’ committees of GDTF have been informed and consulted in respect of the sale of French Business as contemplated in this Agreement pursuant to applicable law, in particular the provisions of Section L. 2323-19 of the French labor Code.

ARTICLE 1

DEFINITIONS

1.1	Definitions. Capitalized terms have the meanings set forth in Appendix A, unless defined elsewhere in this Agreement, and such terms are hereby incorporated as if recited herein.

1.2	Definitions Can be Substantive. If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it appears only in this Article 1, effect shall be given to it as if it were a substantive provision of this Agreement.

1.3

ARTICLE 2

SALE AND TRANSFER OF EMEA BUSINESS

2.1

Sale and Transfer of Newco Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, GDTF shall sell, convey, assign, transfer and deliver to Buyer or an Affiliated Buyer, as determined by Buyer, the Newco Shares, and Buyer or an Affiliated Buyer, as determined by Buyer, shall purchase and acquire from GDTF the Newco Shares, free and clear of any Lien. All Contributed Assets will be contributed to Newco in accordance with Section 7.13 free and clear of any Lien.

2.2

Transferred Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Goodyear shall sell, convey, transfer, assign and deliver, or shall cause Affiliated Sellers to sell, convey, transfer, assign and deliver, to Buyer or an Affiliated Buyer, as determined by Buyer, and Buyer shall purchase and accept, or cause an Affiliated Buyer to purchase and accept, from Goodyear, all of Goodyear’s and Affiliated Sellers’ right, title and interest in and to all of the following assets used primarily to conduct the EMEA Business other than the French Business as currently operated, in each case free and clear of any Lien the “Transferred Assets”):

(a)	all rights and claims under all Contracts with any customer, sales agent, sales representative, franchisee or distributor (including but not limited to the Distributors defined in Section 7.3) for the purchase or sale of Farm Tires in the Farm Tire Region (the “Customer Contracts”);

(b)	finished good inventories with respect to Farm Tires (the “Non-French Inventory”, which is listed in the Inventory on the Corresponding Schedule); ;

(c)

all books, records, files, plans, studies, reports, manuals, handbooks, catalogs, brochures, correspondence and other materials, whether in hard copy, electronic or any other form or media pertaining to sales, farm tire dealers, pricing, costs, financial performance, marketing, advertising, promotions, suppliers, customers, inventory, engineering, manufacturing, business plans and strategies (except any of the above that constitute Intellectual Property, software or the website URL “www.goodyearag.com”) to the extent exclusively relating to the EMEA Business or copies thereof if necessary for, but not exclusive to, the EMEA Business (“Books and Records”);

(d)	the Transferred Patents (together with the Transferred Know-How, the “Proprietary Rights”);

(e)	the right to enter into the South Africa Supply Agreement, Turkey Supply Agreement and Poland Supply Agreement (the “Farm Tire Supply Agreements”);

(f)

all molds, tools, dies and other equipment (and replacement and repair parts for the foregoing) used exclusively in the EMEA Business and located at facilities owned by Goodyear or an Affiliated Seller in Turkey and South Africa, all as described in the Corresponding Schedule, (the “Molds, Equipment and Parts”); and

(g)	all customer relationships related to the EMEA Business.

2.3

Excluded Assets. All assets of Goodyear or an Affiliated Seller that are neither Transferred Assets nor Contributed Assets shall be retained by Goodyear or an Affiliated Seller (collectively, the “Excluded Assets”), including without limitation (except to the extent such assets constitute Transferred Assets or Contributed Assets):

(a)	all Cash and Accounts Receivable;

(b)	all of the Goodyear Names and Marks (certain rights to which have been, and are being, granted to Buyer pursuant to certain license agreements and the Trademark License Agreements);

(c)	all claims, causes of action or rights (i) relating to any of the Excluded Assets or the Retained Liabilities, or (ii) under Antitrust Laws to the extent arising or attributable to the period before the Closing whether or not pending;

(d)	all assets that have been transferred or disposed of prior to the Closing Date in transactions permitted by this Agreement;

(e)

all assets not owned by Goodyear, an Affiliated Seller or Newco as of the Closing, including, without limitation, all raw materials held under consignment agreements or arrangements with Third Parties and all property owned by any Third Party and leased or held by Goodyear, any Affiliated Seller or Newco;

(f)

except as provided in Article 9, all rights, obligations and claims under any and all employee benefit plans of any type (including, without limitation, any profit sharing plans, stock options plans, social security insurance and healthcare insurance, as well supplementary or bonus pension schemes) (“Benefit Plans”) of Goodyear and each Affiliated Seller, including, without limitation, all assets, records and vendor arrangements associated with any such plan, whether held in trust or otherwise;

(g)	all casualty, liability or other insurance policies owned by or obtained on behalf of Goodyear or any Affiliated Seller and all claims or rights under any such insurance policies;

(h)	any federal, state or local, or any foreign, claim, cause of action, right of recovery or refund with respect to any Tax not related to the EMEA Business or, if related

to the EMEA Business, for periods prior to Closing, including, without limitation, income Tax refunds, franchise Tax refunds, duty drawbacks on export sales; sales and use Tax refunds; real property Tax refunds; and personal property Tax refunds and all other claims and rights in respect of the foregoing;

(i)	all owned real property, all leased real property and any other interest in real property along with all appurtenant rights, easements and privileges appertaining or relating thereto;

(j)	all fixed assets, machinery, equipment, computer hardware, vehicles, tools, dies, repair and replacement parts, furniture and fixtures that are not Molds, Equipment and Parts;

(k)	all of Goodyear’s and each Affiliated Seller’s finished goods, work-in process inventories, raw materials, consumables and supplies that are not Inventory;

(l)

except for Proprietary Rights, all Intellectual Property (certain rights to which are being granted to Buyer pursuant to the Shared Patent and Know-How License Agreement) and all other (i) inventions, whether or not patentable, whether or not reduced to practice or whether or not yet made the subject of a pending patent application or applications, (ii) ideas and conceptions of potentially patentable subject matter, including, without limitation, any patent disclosures, whether or not reduced to practice and whether or not yet made the subject of a pending patent application or applications, (iii) national (including the United States) and multinational statutory invention registrations, patents, patent registrations and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations) and all rights therein provided by multinational treaties or conventions and all improvements to the inventions disclosed in each such registration, patent or application, (iv) copyrights (registered or otherwise) and registrations and applications for registration thereof, and all rights therein provided by multinational treaties or conventions, (v) moral rights (including, without limitation, rights of paternity and integrity), and waivers of such rights by others, (vi) trade secrets and confidential, technical or business information (including ideas, formulas, compositions, inventions, and conceptions of inventions whether patentable or unpatentable and whether or not reduced to practice), (vii) whether or not confidential, technology (including know-how and show-how), manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost inform ation, business and marketing plans and customer supplier lists and information, (viii) copies and tangible embodiments of all the foregoing, in whatever form or medium and (ix) rights to obtain and rights to apply for patents, and to register trademarks and copyrights;

(m)	all proprietary software and management information systems,

(n)	all prepaid expenses, advances and deposits of Goodyear and any Affiliated Seller, whether or not related to the EMEA Business, and all rights of Goodyear and each Affiliated Seller under or in respect thereof, in each case whether recorded or unrecorded; and

(o)

all of the books and records (including all books of account and all supporting vouchers, invoices and other records and materials) of Goodyear and each Affiliated Seller (i) relating to any Taxes of Goodyear or any Affiliated Seller (subject to the rights of Buyer under Section 7.8 hereof), (ii) constituting personnel records, corporate records, articles of incorporation, by-laws, minute books, stock or stock transfer records or other organizational documents or records of Goodyear or any Affiliated Seller, (iii) which Goodyear or any Affiliated Seller is required by Law to retain in its possession or (iv) which are subject to or protected by any privilege from disclosure under applicable Law, provided that Goodyear or such Affiliated Seller shall provide Buyer and each Affiliated Buyer with reasonable access to any such books and records described i n (i) - (iii) above that relate to the EMEA Business, the Business Assets or the Business Liabilities for the purpose of making copies thereof at Buyer’s sole cost and expense.

2.4	Non-Transferability of Certain Assets.

(a)

Notwithstanding Sections 2.2 and 7.13, if there are assets that are not assignable or cannot be contributed to Newco without the consent of Third Parties (“Non-Transferable Assets”), and these consents are not obtained by the Closing Date, the Non-Transferable Assets will not be assigned or contributed, as applicable, without that consent.

(b)

Goodyear shall, and shall cause the Affiliated Sellers to, both before and after Closing, use commercially reasonable efforts to obtain the consent of any Third Parties to the assignment of any Non-Transferable Assets. In the event (i) the rights and obligations of Goodyear or an Affiliated Seller, as applicable, under a Non-Transferable Asset are expressly not assignable, or (ii) Goodyear or the applicable Affiliated Seller has not obtained the necessary consents to assignment or contribution, as applicable, from all parties to the Non-Transferable Assets prior to the Closing Date, Buyer or and an Affiliated Buyer, as determined by Buyer, shall fulfill the obligations under such Non-Transferable Asset accruing after the Closing for and on behalf of Goodyear or the Affiliated Seller, as applicable, but for the account of Buyer, and Goodyear or the Affiliated Seller will cooperate with Buyer in any reasonable arrangements designed to provide for Buyer the benefits under such Non-Transferable Asset accruing after Closing, including (x) the enforcement for the benefit and at the reasonable expense of Buyer of any rights comparable to the rights previously enjoyed by Goodyear or the Affiliated Seller in connection with such Non-Transferable Asset and (y) payment over to Buyer of all monies collected by or paid to Goodyear or the Affiliated Seller in respect of the Non-Transferable Assets due after the Closing,

to the extent due in respect of, and in respect of obligations accruing during, the period after the Closing.

ARTICLE 3

LIABILITIES

3.1

Assumed Liabilities. On the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall assume, or shall cause an Affiliated Buyer to assume, only the following liabilities and obligations of Goodyear and the Affiliated Sellers, in respect of the EMEA Business (excluding, however, all such liabilities and obligations of the French Business):

(a)	all liabilities and obligations that arise, relate or accrue from Buyer’s or an Affiliated Buyer’s ownership or operation of the EMEA Business and the use of the Transferred Assets on or after the Closing;

(b)	all product liability claims and obligations arising from or relating to any products manufactured or sold by Buyer or any of its Affiliates on or after the Closing (other than any such product manufactured by Goodyear on or before the Closing);

(c)	any liabilities or obligations expressly retained by Buyer or its Affiliate in connection with products manufactured by certain Affiliated Sellers for Buyer under any Related Agreement;

(d)

(e)

(f)	all liabilities and obligations in respect of the Transferred Contracts that arise, accrue or relate to events, conditions or incidents first occurring after the Closing;

(g)	all obligations and liabilities for Taxes, to the extent expressly set forth in Section 7.8; and

(h)	all liabilities and obligations expressly assumed by Buyer under Article 9 (Employment Matters) and Article 10 (Environmental Matters).

The foregoing liabilities are hereinafter collectively referred to as the “Assumed Liabilities.”

3.2

Retained Liabilities. Notwithstanding Section 3.1, at the Closing, Goodyear and Affiliated Sellers shall retain and timely pay and discharge all liabilities of Goodyear and Affiliated Sellers (other than the Business Liabilities), it being expressly agreed by the Parties that any and all liabilities described in this Section 3.2 are excluded from the Assumed Liabilities, including the following (collectively, the “Retained Liabilities”):

(a)

all liabilities and obligations of Goodyear and Affiliated Sellers related to the Excluded Assets, and all liabilities and obligations of Goodyear and the Affiliated Sellers of whatsoever nature (including, but not limited to, those of a tax, social security, labor, administrative, commercial, civil, contractual and environmental nature) related to the EMEA Business and the Business Assets to the extent such liabilities and obligations arise from or relate to events, conditions or incidents occurring or existing on or before the Closing;

(b)	all liabilities and obligations for Pre-Closing Periods that may be charged against Newco as legal successor of GDTF;

(c)	all product liability claims and obligations arising from or relating to any products manufactured or sold by Goodyear including product liability claims relating to Inventory, other than those claims relating to liabilities or obligations referred to under Section 3.1(c);

(d)	all Accounts Payable, to the extent accrued or existing prior to the Closing Date;

(e)	any Tax liabilities for taxable periods ending on or prior to the Closing Date or for Pre-Closing Periods;

(f)	any of Goodyear’s or its Affiliates’ liabilities and obligations under Retention Agreements with any employees;

(g)	any of Goodyear’s or Affiliated Seller’s obligations and liabilities arising out of or relating to any Action to which Goodyear or an Affiliated Seller is a party pending as of the Closing;

(h)	any of Goodyear’s or Affiliated Seller’s obligations and liabilities, the borrowing of money or issuance of any note, bond, indenture, loan, credit agreement or other evidence of indebtedness;

(i)	any obligations and liabilities in respect of returns, recalls, retrofits and warranty and adjustment claims relating to any products manufactured, sold or distributed by Goodyear or an Affiliated Seller on or prior to the Closing Date (including Inventory) and all Actions related to such products;

(j)	any recalls by a Third Party of a product of that Third Party that utilizes a product sold, distributed or otherwise placed in the stream of commerce by Goodyear or

its Affiliates, or manufactured by Goodyear or its Affiliates on or prior to the Closing;

(k)	all Goodyear Payables;

(l)	all liabilities and obligations expressly assumed or retained by Goodyear under Section 7.12 (Employee Related Matters) and Article 9 (Employment Matters); and

(m)	any of Goodyear’s or Affiliated Seller’s obligations and liabilities under the Related Agreements.

ARTICLE 4

PURCHASE PRICE

4.1

Consideration to be Paid by Buyer. As consideration for the sale, transfer and assignment of the Transferred Assets and the Newco Shares, including but not limited to the right to enter into the Supply Agreements, and for the Non-Competition Covenants and the Prepaid Royalty, Buyer shall (a) pay to Goodyear, on behalf of itself and Affiliated Sellers, the purchase price as defined and determined in Section 4.2 (the “Purchase Price”) and (b) assume the Assumed Liabilities. At the Closing, Buyer shall pay $29,000,000 (the “Preliminary Purchase Price”) by wi re transfer in immediately available funds to a bank account or accounts designated by Goodyear. The Preliminary Purchase Price is equivalent to €21,323,529 (the “Euro Price Equivalent”) based on the current exchange rate of $1.36 to €1. The Preliminary Purchase Price will be recalculated at the Closing to be the product of (a) the Euro Price Equivalent, multiplied by (b) the number of US Dollars that would be received in exchange for €1 according to the exchange rate published in the New York Times on the Closing Date. The Parties acknowledge and agree that the Purchase Price payable hereunder includes payment in full by Buyer for a prepaid royalty (the “Prepaid Royalty”), in an amount equal to $13,500,000.

4.2

Preliminary Purchase Price; Determination of Purchase Price. The Preliminary Purchase Price includes an estimated value of Inventory, and Works-In-Process (collectively, the “Combined Inventory”) plus Raw Materials, all calculated in accordance with the Accounting Principles for Inventory Valuation set forth on Schedule 4.2. The Purchase Price shall be determined as follows:

(a)

As soon as practicable, but in no event later than sixty (60) days following the Closing Date, Buyer shall prepare a calculation of the value of the Combined Inventory plus the Raw Materials Amount as of the Closing Date in accordance with the Accounting Principles for Inventory Valuation set forth on Schedule 4.2.

(b)

Buyer shall deliver a written statement of the Closing Combined Inventory Value plus the Raw Materials Amount (the “Closing Combined Inventory Value Statement”) to Goodyear promptly after it has been prepared. After receipt of the Closing Combined Inventory Value Statement, Goodyear shall have sixty (60) days to review the Closing Combined Inventory Value Statement. Goodyear and

its authorized representatives shall have reasonable access during normal business hours to all relevant books and records, facilities and employees of Buyer or Affiliated Buyers, and Buyer shall cooperate, and shall cause Affiliated Buyers to cooperate, with Goodyear’s and Goodyear’s representatives’ reasonable requests with respect to their review of the Closing Combined Inventory Value Statement. Unless Goodyear delivers written notice to Buyer on or prior to the sixtieth (60th) day after Goodyear’s receipt of the Closing Combined Inventory Value Statement specifying in reasonable detail the amount, nature and basis of all disputed items, Goodyear shall be deemed to have accepted and a greed to the calculation of the Closing Combined Inventory Value plus the Raw Materials Amount. If Goodyear timely notifies Buyer of its objection to the calculation of the Closing Combined Inventory Value plus the Raw Materials Amount, Goodyear and Buyer shall, following such notice attempt to resolve their differences pursuant to Section 15.3 within the period set forth in Section 15.3 (the “Resolution Period”). Any resolution by the Parties as to any disputed amounts shall be final, binding and conclusive.

(c)

If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be resolved in the following manner: (i) Goodyear shall, at its expense, select its representative accounting firm (“Goodyear’s Representative”) and Buyer, at its expense, shall select as its representative accounting firm (the “Buyer’s Representative”) within ten (10) days after the expiration of the Resolution Period. Within ten (10) days thereafter, Goodyear’s Representative and Buyer’s Representative shall select one other person from an accounting firm who shall act as a neutral arbitrator (the “Neutral Auditor”) who shall resolve any and all amounts remaining in dispute. The fees and disbursements of the Neutral Auditor shall be allocated between Goodyear and the Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Neutral Auditor that is unsuccessfully disputed by each Party (as finally determined by the Neutral Auditor) bears to the total amount of such remaining disputed items so submitted. The Neutral Auditor shall act as an arbitrator to determine, based solely on the provisions of this Section 4.2, including Schedule 4.2 and the presentations by Goodyear and Buyer, and not by independent review, only those issues still in dispute. The Neutral Auditor’s determination shall be made within thirty (30) days of his or her selection, shall be set forth in a written statement delivered t o Goodyear and Buyer and shall be deemed a final, binding and conclusive arbitration award. A judgment of a court of competent jurisdiction may be entered upon the Neutral Auditor’s determination. The term “Final Closing Inventory Value” shall mean the definitive Closing Combined Inventory Value plus the Raw Materials Amount agreed to (or deemed to be agreed to) by Buyer and Goodyear in accordance with Section 4.2(b) or resulting from the determinations made by the Neutral Auditor in accordance with this Section 4.2(c) (in addition to those items theretofore agreed to by Goodyear and Buyer).

(d)	All amounts due to Goodyear pursuant to this Agreement shall be paid by Buyer or Titan International, Inc. and no other Affiliate of Buyer.

(e)

If the amount of the Final Closing Inventory Value is not less than the Target Closing Inventory Value, there shall be no adjustment to the Preliminary Purchase Price and the Preliminary Purchase Price shall be the Purchase Price. The Preliminary Purchase Price shall be decreased to the extent that the amount of the Final Closing Inventory Value is less than the Target Closing Inventory Value. Any adjustments to the Preliminary Purchase Price made under this Section 4.2(d) shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank, N.A., in New York, New York, from time to time as its prime rate, for the period from the Closing Date to the date of such payment. Any adjustments to the Preliminary Purchase Price made pursuant to this Section 4.2(d) shall b e paid by wire transfer of immediately available funds to the account specified by Buyer within five (5) Business Days after the Final Closing Inventory Value is agreed to by Buyer and Goodyear or any remaining disputed items are ultimately determined by the Neutral Auditor. The Preliminary Purchase Price as adjusted pursuant to this Section 4.2 is referred to herein as the “Purchase Price.”

(f)	All amounts other than in US Dollars to be determined pursuant to this Section 4.2 shall be converted from other currencies into US Dollars applying the relevant exchange rate as published in the New York Times on the Closing Date.

4.3

Purchase Price Allocation. The sum of the Purchase Price and the Assumed Liabilities shall be allocated as set forth on the Corresponding Schedule. Buyer and Goodyear shall agree on the Form 8594, where applicable, under Section 1060 of the Tax Code relating to this transaction based on this agreed allocation. Buyer and Goodyear agree to file such Form, and such other documents as may be required in respect of such allocation by any Taxing Authority, with each relevant Taxing Authority. Buyer and Goodyear each agree to file all income, franchise and other Tax Returns, and execute such other documents as may be required by any Taxing Authority, in a manner consistent with the agreed allocation and such Form and to refrain from taking any positio n inconsistent with such Form or agreed allocation with any Taxing Authority unless otherwise required by applicable Law; provided, however, that the amounts set forth on the Corresponding Schedule shall be adjusted to reflect any differences between the Preliminary Purchase Price and the Purchase Price with respect to the particular jurisdiction for which the allocation has been adjusted.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF GOODYEAR

Except as set forth in the Corresponding Schedules, Goodyear represents and warrants to Buyer that the statements contained in this Article 5 are true and complete as of the date of this Agreement and as of the Closing Date, except as to the qualification of Newco set forth in Section 5.2, which shall be true and complete on the Closing Date only:

5.1	Organization and Existence. Goodyear and each Affiliated Seller is duly organized, validly existing and in good standing (or its equivalent under applicable Law) under the

Laws of the jurisdiction of its formation and has full power and authority to carry on the EMEA Business as now conducted by it.

5.2

Qualification. Goodyear, each Affiliated Seller and, as of the Closing Date, Newco are duly qualified to do business in all jurisdictions where the nature of the Business Assets owned by it, or the conduct of the EMEA Business conducted by it, requires it to be qualified, except where the failure to be qualified would not reasonably be expected to result in a Material Adverse Change.

5.3

5.4

Financial Statements. Goodyear has provided to Buyer an unaudited statement of Revenue, Costs of Goods Sold and Direct Expenses for the EMEA Business for the years ended December 31, 2009, 2008 and 2007 attached to the Corresponding Schedule (the “Unaudited Financials”) The Unaudited Financials have been prepared in accordance with the books of account and other financial records of Goodyear and present fairly, in all material respects, the revenues, costs and expenses of the EMEA Business for the years ended December 31, 2009, 2008 and 2007.

5.5

Entire Business. Assuming Buyer (or one or more of its Affiliates) has the ability to provide to the EMEA Business, through a Related Agreement or otherwise, all services currently provided to the EMEA Business by Goodyear set forth on the Corresponding Schedule, the Business Assets are, together with the rights under this Agreement and the Related Agreements, all assets necessary to conduct the EMEA Business immediately following Closing in all material respects as currently conducted. Except as reflected in the Unaudited Financials or the Corresponding Schedule, the Business Assets are in good working and serviceable condition.

5.6	Contracts.

(a)	The Corresponding Schedule lists the following types of Contracts in effect as of the date of this Agreement primarily related to the conduct of the EMEA Business or the Business Assets (collectively, “Material Contracts”):

i.	any Customer Contract (or group of related Contracts) under which payments to or by Goodyear, an Affiliated Seller or Newco in any calendar year exceed $100,000;

ii.	any French Business Contract (or group of related French Business Contracts) that involves aggregate annual consideration in excess of $100,000;

iii.

any French Business Contract (or group of related French Business Contracts) for the purchase or sale of raw materials, commodities, supplies or products or for the furnishing or receipt of any services, the performance of which extends over a period of more than one year or that involves aggregate annual consideration in excess of $100,000;

iv.	any collective bargaining, labor or material union agreement for the Amiens North Facility;

v.	any Contract that requires the EMEA Business to deal exclusively with the counterparty or that limits the ability of the EMEA Business to compete in any product or geographic market;

vi.	any Customer Contract or French Business Contract consummated or completed that departs materially from the ordinary course of business or the performance of which extends over a period of more than a year;

vii.	any French Business Contract (or group of related French Business Contracts) for the lease of any real or personal property involving annual lease payments in excess of $100,000 per year for any such French Business Contract; and

viii.

any French Business Contract (or group of related French Contracts) providing for capital expenditures after the date hereof in excess of $100,000.

(b)

(c)

Each Transferred Contract is in full force and effect and is valid, binding and enforceable in accordance with its terms as to Goodyear, Newco or the Affiliated Seller thereto, and to Goodyear’s Knowledge, the other parties to the Transferred Contract, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at Law.

(d)

Neither Goodyear nor, to Goodyear’s Knowledge, any other party, is in material breach or material default of any obligation under any of the Transferred Contracts, and to Goodyear’s Knowledge, no event has occurred that, with the passage of time or the giving of notice or both, would constitute a breach or default under any of the Transferred Contracts or would permit modification, acceleration or termination of any Transferred Contract or result in the creation of any Lien on any of the Business Assets or the Newco Shares.

5.7	Proprietary Rights.

(a)	Goodyear owns or has a legally enforceable license to use the Proprietary Rights. All of Goodyear’s rights in and to the Proprietary Rights will be conveyed to Buyer pursuant to this Agreement.

(b)

Neither Goodyear nor, to Goodyear’s Knowledge, any other party is in default of any material obligation under any license, sublicense or other agreement relating to Proprietary Rights or the intellectual property (including, but not limited to, all copyrights and trademarks) that is subject to the Patent Assignment Agreement, Trademark License Agreements - EMEA and Shared Patent and Know-How License Agreement.

(c)	Goodyear is not obligated to pay any amount to any Person in order to use any of the Proprietary Rights.

(d)	None of the Proprietary Rights is subject to any outstanding order, decree, judgment or stipulation.

(e)	No Third Party has notified Goodyear that it believes the EMEA Business violates the proprietary right of any other Third Party.

(f)	As of the Closing, to Goodyear’s Knowledge the operation of the EMEA Business and the ownership of the Business Assets do not infringe upon or otherwise violate any Third Party’s proprietary rights and none of the Proprietary Rights is being infringed or misappropriated by any Third Party.

5.8

Taxes. Goodyear and each Affiliated Seller has timely filed all Tax Returns required to be filed by it on or before the date hereof with respect to Taxes relating specifically to the EMEA Business, the Transferred Assets and the employees of the EMEA Business for each period ending on or before the date hereof. All such Tax Returns were correct and complete and were prepared in substantial compliance with all applicable Laws. All Taxes shown as due on such Tax Returns have been or will be timely paid. There is no unassessed Tax deficiency proposed in a writing delivered to Goodyear or any Affiliated Seller or, to Goodyear’s Knowledge, threatened against any Goodyear or any Affiliated Seller relating specifically to the EMEA Business, the Transferred Assets and the employees of the EMEA Business, nor is any Action pending or, to Goodyear’s Knowledge, threatened by any Governmental Authority for assessment, reassessment or collection of any Taxes relating specifically to the EMEA Business, the Transferred Assets and such employees.

5.9	No Breach of Contract; No Violations of Law; No Prior Approval. Assuming that unconditional approval has been obtained under applicable Antitrust Law, the execution, delivery and performance of this Agreement or any Related Agreement will not:

(a)	except as set forth in the Corresponding Schedule, be a material breach of or a default under or result in a right of notice, termination or acceleration under:

i.	the applicable governing documents of Goodyear, Newco or any Affiliated Seller;

ii.	any Material Contract; or

iii.	any Law applicable to Goodyear, Newco or any Affiliated Seller;

(b)	create a Lien upon any of the Business Assets or the Newco Shares;

(c)	except as set forth in the Corresponding Schedule, require any consent, approval or authorization of any Third Party under any Material Contract; or

(d)	require a filing with or Permit from any Governmental Authority, except any filing required by Antitrust Law or any filing that would not reasonably be expected to result in a Material Adverse Change.

5.10	Litigation. Except as set forth in the Corresponding Schedule:

(a)	there is no pending or, to Goodyear’s Knowledge, threatened Proceeding relating to the EMEA Business or any of the Business Assets;

(b)

there is no existing or, to Goodyear’s Knowledge, threatened order, judgment or decree of any Governmental Authority or arbitrator that specifically applies to the EMEA Business, the Newco Shares or the Business Assets and would prevent, delay, inhibit or interfere with the ordinary operation of the EMEA Business or the use of the Business Assets under ordinary circumstances; and

(c)	there is no pending, or to Goodyear’s Knowledge, threatened Proceeding relating to Goodyear that challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement or any of the Related Agreements.

5.11

Finders, Brokers and Investment Bankers. Morgan Stanley & Co. Incorporated is the only broker or investment banker acting on behalf of Goodyear in connection with the transactions contemplated by this Agreement. Except for Morgan Stanley & Co., the fees and expenses of which will be paid by Goodyear in accordance with Section 17.11, no other broker or investment banker has the right to receive any commission or finder’s fee in connection with the transactions contemplated by this Agreement.

5.12	Absence of Changes. Since December 31, 2009 and except as set forth in the Corresponding Schedule:

(a)

except for the Spin-off, Goodyear, Newco and the Affiliated Sellers have conducted the EMEA Business in the ordinary course consistent with past practice and have not sold, leased or transferred tangible or intangible assets related exclusively to the EMEA Business or primarily to the Amiens North Business, except in the ordinary course of business consistent with past practice;

(b)	there has been no Material Adverse Change;

(c)

there has been no increase made or agreed to in the compensation or other remuneration or rate thereof payable or to become payable by Goodyear or any Affiliated Sellers to their employees engaged in the EMEA Business, including but not limited to base compensation, bonus, profit sharing, incentive, severance, stock option, non-mandatory pension or other plan, Contract or commitment except such increases that relate to compensation adjustments made in the ordinary course of the EMEA Business and consistent with past practices;

(d)	there has been no uninsured loss, damage or destruction of any Business Assets that individually or in the aggregate exceed $50,000;

(e)	there have been no Liens imposed upon or attached to the Business Assets other than Liens that do not individually or in the aggregate exceed $250,000;

(f)	there has been no breach of or termination of a Material Contract;

(g)	there has been no commitment to any labor organization with respect to the EMEA Business;

(h)	there have been no changes to the customary methods of operation of the EMEA Business, including, without limitation, policies and practices related to Inventory;

(i)	neither Goodyear, Newco nor any Affiliated Sellers have sold, leased, subleased, licensed, transferred or otherwise disposed of any of the Business Assets which individually or in the aggregate have a value in excess of $100,000, other than Inventory in the ordinary course of business;

(j)	no party (including Third Parties, Goodyear, Newco and Affiliated Sellers) has terminated or canceled any Material Contract to which Goodyear or Affiliated Sellers is a party or by which any of them are bound; and

(k)	there has been no agreement by Goodyear, Newco or any Affiliated Seller to take any actions listed in this Section 5.12 except, in each case, as contemplated or permitted by this Agreement or any Related Agreements.

5.13	Compliance with Laws.

(a)	Goodyear, Newco and each Affiliated Seller have complied with all applicable material Laws of each Governmental Authority in connection with the ownership and operation of the EMEA Business, the Newco Shares and the Business Assets.

(b)

Neither the ownership of the Business Assets nor operation of the EMEA Business violates any applicable order, Law or regulation. To Goodyear’s Knowledge, all written claims made by Goodyear or its Affiliates for Farm Tires manufactured or sold in the EMEA Business are substantiated as required by applicable Law, and to Goodyear’s Knowledge, no advertising for Farm Tires violates the rights of publicity or privacy of any Third Party.

(c)	Since January 1, 2009, none of Goodyear, Newco nor any Affiliated Sellers have received any written notice from any Governmental Authority of any violation specifically related to the ownership of the Business Assets, the Newco Shares or operation of the EMEA Business.

5.14	Employees.

(a)

Goodyear has provided to Buyer on the Corresponding Schedule a list of the Business Employees (other than the Business Employees employed at the Amiens North Business) with the information listed below for each of those Business Employees, and also indicating those Business Employees that Goodyear and Buyer consider to be key employees of the EMEA Business (“Key Employees”). Goodyear has provided a copy of any agreement between Goodyear, Newco or Affiliated Sellers and any Key Employees to Buyer.

i.	job classification or title;

ii.

location;

iii.	base compensation;

iv.	2009 and subsequent years’ bonus compensation, if any; and

v.	hire date.

(b)

Goodyear, Newco or Affiliated Sellers, as applicable, shall pay each Business Employee his salary or wages earned through the Closing Date (including, without limitation, any other sums, benefits, retention bonuses or other bonuses payable by Goodyear or Affiliated Sellers) and those liabilities shall be Retained Liabilities.

(c)

Except as set forth in the Corresponding Schedule, no Business Employee is covered by any collective bargaining agreement between Goodyear, Newco or any Affiliated Seller and any labor organizations. Goodyear has made available to Buyer complete and correct copies of all collective bargaining agreements related to the Business Employees, all of which are listed in the Corresponding Schedule. Except as set forth on the Corresponding Schedule, no labor strike, work stoppage, slowdown or other labor dispute has occurred at the Amiens North Facility or in the French Business, and none is underway or, to the Knowledge of Goodyear or any Affiliated Seller, threatened.

(d)

Except as provided on the Corresponding Schedule, the consummation of the transactions contemplated by this Agreement will not entitle any current or former Business Employee to any additional payment, accelerate the time of payment or vesting, or increase the amount of compensation due any Business Employee.

(e)	Newco and any Goodyear Affiliate that employs a Business Employee are in compliance with all applicable Laws and applicable collective agreements of any type regarding employment practices with respect to such Business Employee.

(f)	After Closing, no Benefit Plan of any type related to the EMEA Business, other than mandatory Benefit Plans under applicable Laws, will require any payment or action on the part of Buyer or any Buyer Affiliates except for those Benefit Plans listed on the Corresponding Schedule.

5.15	Real Property.

(a)

A description of each parcel, building, construction and installation of real property as of the date of this Agreement owned by GDTF and used exclusively to conduct the French Business (the “Real Property”) is set forth on the Corresponding Schedule. Subject to satisfaction of the condition described in Section 11.2(n), the Real Property will be contributed to Newco on or prior to the Closing Date. Newco will have on the Closing Date good and marketable title to the Real Property free and clear of all Liens.

(b)	There are no pending or, to Goodyear’s Knowledge, threatened condemnation or eminent domain proceedings involving the Real Property, the Excluded Real Property or any portion thereof.

(c)

Except as disclosed on the Corresponding Schedule, the Real Property constitutes all of the real property used in the operation of the French Business. Neither Goodyear, GDTF nor Newco has leased or otherwise granted to any Person the right to use or occupy the Real Property or any portion thereof. All structures, buildings, fixtures and building systems included in the Real Property are in satisfactory condition and repair adequate for the operation of the French Business as presently conducted. All water, gas, oil, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems installed at the Real Property are in satisfactory operational condition and sufficient for regular operation of the French Business as presently conducted. To the Kn owledge of Goodyear, there are no structural deficiencies or latent defects affecting any of the improvements on the Real Property or the Excluded Real Property which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Real Property and improvements thereon or the operation of the French Business.

(d)

The Real Property is in compliance with all material applicable building, zoning, subdivision, health and safety, and other land use Laws. No party (including Goodyear or any Affiliated Seller) has received any notice of any material violation of any Law in connection with the use of the Real Property. The Real Property is not affected by any notice, order, demand, requirement, or proposal issued by or on behalf of any Governmental Authority for the carrying out of any work upon the Real Property or the modification of any planning permission.

There are no development works, redevelopment works or fitting-out works outstanding in respect of the Real Property.

(e)

The current use and occupancy of the Real Property and the operation of the French Business do not violate any easement, covenant, condition or restriction in any instrument of record or other unrecorded agreement affecting the Real Property. No party (including Goodyear and an Affiliated Seller) has received any notice of any violation of any such easement, covenant, condition or restriction in any instrument of record or other unrecorded agreement. No permits, authorizations or certificates issued in connection with the Real Estate have been challenged, cancelled, or withdrawn; they have been duly posted on site and in the relevant town hall; and any corresponding work was started within the prescribed time limits.

(f)	Except as disclosed on the Corresponding Schedule, no portion of the Real Property is located in a flood hazard area.

5.16	Environmental Matters. Except as disclosed on the Corresponding Schedule:

(a)	the operations of the EMEA Business are, and for the past five (5) years have been in compliance with Environmental Laws, including compliance with all required Permits;

(b)	there is no pending or, to the Knowledge of Goodyear, anticipated change in any Environmental Law that will materially impair the use and ownership of the Real Property or any portion thereof in the continued operation of the French Business as currently conducted thereon;

(c)

there has not been a release or threatened release of any Hazardous Substances on the Real Property, or at any other location in connection with the operation of the EMEA Business prior to the Closing Date, in amounts or under circumstances that could reasonably be expected to result in cleanup obligations or other liabilities under Environmental Laws;

(d)

neither Goodyear, Newco nor any Affiliated Seller has in connection with the EMEA Business treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including without limitation any Hazardous Substance, exposed any Business Employee or other individual to any substance or condition, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to liabilities, including but not limited to any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages, fines, penalties or attorney fees, or injunctive relief pursuant to any Environmental Laws;

(e)	neither Goodyear, Newco nor any Affiliated Seller has, in connection with the operation of the EMEA Business, either expressly or by operation of Law, assumed or undertaken any liability, including without limitation any obligation

for corrective or remedial action, of any other Person relating to Environmental Laws;

(f)	no judicial, administrative or Third Party Claims under Environmental Laws that remain unresolved have been asserted in writing or, to the Knowledge of Goodyear, threatened against Goodyear, any Affiliated Seller or GDTF relating to the EMEA Business; and

(g)	Goodyear has made available to Buyer all documents in its direct or indirect possession or control relating to environmental conditions on the Real Property or otherwise relating to liabilities of the EMEA Business under Environmental Laws.

It is understood and agreed that the representations and warranties in this Section 5.16 are the only representations and warranties by Goodyear in this Agreement relating to environmental matters.

5.17

Permits.

(a)	Goodyear and each Affiliated Seller has been and is in compliance with all Permits that are required to own the Business Assets and to conduct the EMEA Business in the ordinary course of business;

(b)	each material Permit is valid and in full force and effect; and

(c)	neither Goodyear nor any Affiliated Seller has received any written notice that the any Permit will be suspended, restricted, withdrawn or terminated.

5.18	Inventory.

(a)

Except as reflected in the Unaudited Financials, the Combined Inventory and Raw Materials consist of products that are of a quality and quantity usable and, in respect to the Inventory, saleable in the ordinary course of business, and none of the Inventory is obsolete or damaged, except for obsolete items that have been written off or down to net realized value.

(b)	The Combined Inventory and Raw Materials are free and clear of all Liens.

(c)	The amounts at which the Combined Inventory and Raw Materials have been valued are in accordance with Schedule 4.2.

(d)	Goodyear has consistently used the first-in, first-out method of accounting for the Combined Inventory and Raw Materials.

5.19	Product Warranty.

(a)	True and complete copies of Goodyear’s, Newco’s and each Affiliated Seller’s warranty agreements with Farm Tire customers as currently used by the EMEA

Business, if any, and Goodyear’s, Newco’s and each Affiliated Seller’s standard terms and conditions of sale as currently used by the EMEA Business, if any (containing standard guaranty, warranty, and indemnity provisions) in respect of the finished goods Inventory included in the Business Assets have been listed on the Corresponding Schedule and provided to Buyer.

(b)	The Inventory is not subject to any material guaranty, warranty or other indemnity (except as implied by applicable Law) beyond the applicable warranty agreement or the standard terms and conditions of sale described herein.

5.20

Customers. The Corresponding Schedule sets forth the names of the twenty most significant customers (by revenue, including percentages of total revenues) of the EMEA Business for each of the fiscal quarters for the trailing twelve (12) month period ending on the last full fiscal quarter prior to the date of this Agreement. Except as set forth in the Corresponding Schedule, Goodyear has no Knowledge that any customer of the EMEA Business listed on the Corresponding Schedule will cease to purchase Farm Tires or substantially reduce its purchases following the Closing. The Corresponding Schedule described herein shall be updated prior to Closing to provide such information for each of the fiscal quarters for the trailing twelve (12) month period ending on th e last full fiscal quarter prior to the Closing Date.

5.21

Books and Records. The books of account and other financial records of Goodyear, Newco and the Affiliated Sellers relating to the EMEA Business, all of which have been made available to Buyer, are complete and correct in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices.

5.22

Full Disclosure. Subject to any supplements to the Schedules permitted under Section 2(iii) of the put option granted to Goodyear by Buyer or Section 7.5 of this Agreement, no representation or warranty of Goodyear, Newco or any Affiliated Seller contained in this Agreement or in any Corresponding Schedule contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made, in the context in which made, not false or misleading.

5.23

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer makes the following representations and warranties to Goodyear:

6.1	Organization and Existence of Buyer. Buyer is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation.

6.2

Corporate Authority. Buyer and, when applicable, each of the Affiliated Buyers has taken all corporate actions needed to execute, deliver and consummate this Agreement and the Related Agreements. This Agreement and the Related Agreements constitute the legal, valid and binding obligations of Buyer and, when applicable, of each of the Affiliated Buyers, except as applicable bankruptcy, insolvency, reorganization or similar laws relating to enforcement of creditors’ rights and remedies or other equitable principles limit enforceability.

6.3	No Breach of Contract; No Violations of Law; No Prior Approval. Assuming the expiration or early termination of the applicable waiting period or the authorization required by Antitrust Law, the execution, delivery and performance of this Agreement or any Related Agreement will not:

(a)	be a breach of or a default under:

i.	Buyer’s or any of the Affiliated Buyers’ applicable governing documents;

ii.	any agreement or instrument to which Buyer or any of the Affiliated Buyers is a party, other than breaches or defaults that would not reasonably be expected to result in a Buyer Material Adverse Change; or

(b)	any Law applicable to Buyer or any of the Affiliated Buyers, other than breaches or defaults that would not reasonably be expected to result in a Buyer Material Adverse Change; or

(c)	require a filing with or permit from any Governmental Authority, except any filings or Permits the failure to make or obtain that would not be a Buyer Material Adverse Change.

6.4	Litigation. There is no pending, or to Buyer’s Knowledge, threatened Proceeding relating to Buyer that challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by the Agreement.

6.5	Finders, Brokers and Investment Bankers. No finder, broker or investment banker has acted on behalf of Buyer or any of the Affiliated Buyers in connection with the transactions contemplated by this Agreement or has the right to receive any commission or finder’s fee.

6.6	Financing. Buyer has sufficient funds available to it to pay to Goodyear the Purchase Price and to otherwise satisfy all of its obligations that will be due at Closing under this Agreement and the Related Agreements.

6.7

Independent Analysis. Buyer acknowledges and agrees that except as expressly set forth in this Agreement or the Related Agreements, no Seller has made any representation or warranty upon which Buyer or any of the Affiliated Buyers is relying with respect to the Business Assets, the Business Liabilities, the Newco Shares or otherwise. Buyer has performed, and will perform, and is purchasing the Transferred Assets and the Newco Shares and assuming the Assumed Liabilities based only (except in respect of the representations and warranties of Goodyear expressly set forth herein) upon, its own due diligence and investigations with respect to the EMEA Business, the Newco Shares, the Business Assets and the Business Liabilities and has formed its own conclusions regarding the condition (financial and otherwise), value, property, liabilities, contracts, contingencies, prospects, risks and other incidents thereof.

6.8

ARTICLE 7

COVENANTS OF BUYER AND GOODYEAR

7.1

Operating the EMEA Business. Except as otherwise consented to in writing by Buyer, during the period from the date of this Agreement until the Closing Date, Goodyear shall, and shall cause the Affiliated Sellers to, conduct the operations of the EMEA Business in the ordinary course (except for the Spin-off) and shall not take any action of the type represented not to have occurred in Section 5.12. Notwithstanding the foregoing, Goodyear, Newco and Affiliated Sellers are permitted to use any Cash of the EMEA Business to pay dividends or distributions, repay loans, or other payments to Goodyear’s Affiliates.

7.2	Antitrust Law Filings.

(a)

In connection with the transactions contemplated by this Agreement, Goodyear and Buyer shall prepare and file any filings required or advisable under any Antitrust Laws (“Antitrust Filings”) within a mutually agreed and reasonable period after this Agreement is signed in accordance with applicable requirements of Law.

(b)	Goodyear and Buyer shall use reasonable best efforts to (i) obtain, if applicable, unconditional approval under applicable Antitrust Law under the Antitrust Filings and (ii) resolve fully any objections asserted by any antitrust authority regarding the transactions contemplated by this Agreement.

(c)	Goodyear and Buyer shall:

i.	supply the other with any information needed to make the Antitrust Filings;

ii.	notify the other promptly if they receive comments in connection with the Antitrust Filings, including requests for amendments or supplements to the Antitrust Filings;

iii.	supply the other with copies of all correspondence with a government official about the transactions contemplated by this Agreement and the Antitrust Filings;

iv.	respond as promptly as practicable to inquiries or requests made by a governmental authority relating to the transactions contemplated by this Agreement and the Antitrust Filings;

v.	cause all documents that it files to comply in all material respects with all applicable requirements of Law; and

vi.	promptly inform the other if an event occurs that requires an amendment or supplement to the Antitrust Filings and cooperate with each other in filing the amendment or supplement.

(d)	Buyer shall pay all filing fees required in connection with the Antitrust Filings or other Filings. Each of Buyer and Goodyear will pay its own attorneys fees and other costs and expenses incurred in the preparation of the Antitrust Filings or other Filings.

7.3	Farm Tire Distributors.

(a)

Goodyear and Affiliated Sellers have established relationships to sell tires with the mark of Goodyear including Farm Tires, to the certain distributors listed on the Corresponding Schedule (the “Distributors”) and have provided Buyer with copies of any agreements evidencing such relationships. The Parties agree that it is in their best interest for Buyer to continue the distributor relationship for Farm Tires with the mark of Goodyear or one of its Affiliates (“Goodyear-Branded Farm Tires”). For the avoidance of doubt, the parties hereby agree that T.C. Debica - branded tires are not included in the definition of Goodyear-Branded Farm Tires.

(b)	Buyer and its Affiliates shall use commercially reasonable efforts to continue to sell Goodyear-Branded Farm Tires to each of the Distributors and enter into a

similar arrangement with each distributor to continue the sale of Goodyear-Branded Farm Tires through such Distributor. Goodyear shall cooperate with and assist Buyer in connection with establishing the Distributor arrangements. The Corresponding Schedule of Distributors may be amended from time to time by Goodyear on the basis of objective criteria defined by Goodyear.

7.4

Access to Information. On the terms and subject to the conditions set forth in the Confidentiality Agreement, between the date of this Agreement and the Closing Date, Goodyear will, and will cause its Affiliated Sellers to, on reasonable notice and during ordinary business hours, subject to the requirements of applicable Law, including, without limitation, all applicable Antitrust Laws:

(a)

give to Buyer and its authorized representatives reasonable access to all Books and Records, plants, offices and other facilities and properties of Goodyear and the Affiliated Sellers, respectively, to the extent related to the Transferred Assets or the Assumed Liabilities, including, without limitation, such Books and Records as Buyer or its representatives may reasonably request in connection with Buyer’s compliance with applicable Laws in connection with the consummation of the transactions contemplated hereby;

(b)	permit Buyer to make such inspections thereof as Buyer may reasonably request; and

(c)

cause its officers, employees and advisors with knowledge of the EMEA Business and the Business Assets to furnish Buyer with such financial and operating data and other information with respect to the EMEA Business and the Business Assets as Buyer may from time to time reasonably request. Any such inspection or investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the EMEA Business or the Business Assets.

7.5

Disclosure Generally. The Corresponding Schedules were deemed completed by the Parties as of 5:00 p.m. ET on December 10, 2010. The representations and warranties set forth in this Agreement, to the extent qualified by matters set forth in any Corresponding Schedule, shall not be qualified by any information disclosed to Buyer in the course of Buyer’s due diligence investigation after such date and time. To the extent that any disclosure made after such date and time causes Goodyear to breach any of its representations and warranties set forth in this Agreement, such breach shall be subject to the indemnification provisions in Article 13. Any disclosure made by Goodyear after such date and time shall not be deemed to qualify any of the re presentations and warranties that serve as a condition to Buyer’s obligation to close the transactions contemplated by this Agreement under Section 11.2(a).

7.6

Right of First Refusal to Purchase Fabric Calendar at the Amiens South Facility. During the term of the Amiens Fabric Supply Agreement, in the event that Goodyear Dunlop Tires Amiens Sud SAS disposes of or otherwise discontinues its fabric manufacturing operation at its facilities located at 30 rue Roger Dumoulin, 8000 Amiens, France (“Amiens South Facility”), Buyer and its Affiliates will have a right of first refusal to

purchase the fabric calendar used in that operation (the “Fabric Calendar”) under the terms described in this Section 7.6 and Seller shall cause Goodyear Dunlop Tires Amiens Sud SAS to grant such right of first refusal to Buyer and its Affiliates.

(a)

In the event that Goodyear Dunlop Tires Amiens Sud SAS wishes to dispose of or otherwise discontinue the fabric manufacturing operation at the Amiens South Facility, Seller shall deliver notice to Buyer of such intent within thirty (30) days from the time Goodyear Dunlop Tires Amiens Sud SAS makes that determination.

(b)

Buyer shall have thirty (30) days from receipt of such notice to deliver a reply notice electing whether or not to purchase the Fabric Calendar. Seller and Buyer agree that the purchase price for the Fabric Calendar shall be mutually agreed to by the parties. Seller shall take delivery of the Fabric Calendar at the Amiens South Facility and will be responsible for the cost of removing it from the Amiens South Facility and relocating it.

(c)	If Buyer shall fail to deliver such reply notice within the thirty (30) day period referred to above, then Buyer’s right to purchase the Fabric Calendar shall lapse and Buyer shall cease to have any further rights pursuant to this Section 7.6.

7.7	Public Notices. Subject to the terms of, and in addition to the requirements imposed by, the Confidentiality Agreement, the Parties shall:

(a)	issue, on the date hereof, a joint press release in the form previously agreed upon by the Parties, to the exclusion of any other press release or written public statement in respect of the execution of this Agreement;

(b)	consult with each other prior to issuing any other press release or any written public statement with respect to this Agreement or any of the Related Agreements or the contemplated transactions; and

(c)

7.8	Taxes. References to the Goodyear and the Buyer, for purposes of this Section 7.8, shall also be deemed to include, where appropriate, Affiliates of Goodyear and Buyer, respectively.

(a)	Transfer Taxes.

All transfer, documentary, direct or indirect real estate conveyance, land transfer, sales, use, value-added, stamp, registration, mortgage recording, deed of trust recording and other similar taxes and fees (including any type of penalty, fine and interest thereon), incurred as a result of the purchase and sale of the Transferred Assets, the contribution of the Contributed Assets and the Contributed Liabilities and the purchase and sale of the Newco Shares (such Taxes and expenses, “Transfer Taxes”) shall be paid one-half by Buyer and one-half by Goodyear. The party legally obligated to pay any Transfer Taxes sh all pay such Transfer Taxes to the Taxing Authorities, and no later than two (2) Business Days prior to the due date for payment of such Transfer Taxes, the other party will pay to the paying party its one-half share of such Transfer Taxes.

(b)	Property Taxes.

Pre-Closing Property Taxes for Which Goodyear or an Affiliated Seller is Legally Responsible. Real and personal property and other similar Taxes and fees (including penalties and interest thereon) relating to the Business Assets for which Goodyear or an Affiliated Seller is legally responsible concerning taxable periods ending on or prior to the Closing Date or Pre-Closing Periods shall be the sole responsibility of Goodyear or an Affiliated Seller, as the case may be. Buyer shall notify Goodyear in writing of any such Taxes that Buyer pays on behalf of Goodyear or an Affiliated Seller. No later than ten (10) Business Days after receipt of the notice, Goodyear shall pay to Buyer an amount equal to the portion of Taxes attributable to the Pre-Closing Perio d or taxable period ending on or prior to the Closing Date (as determined under Section 7.8(b)(ii)).

ii.

Post-Closing Property Taxes. Real and personal property and other similar Taxes and fees (including penalties and interest thereon) relating to the Business Assets for taxable periods beginning after the Closing Date or for Post-Closing Periods shall be the sole responsibility of Buyer. For purposes of Section 7.8(b), any such Taxes payable with respect to a Split Tax Period will be pro-rated between the Pre-Closing Period and the corresponding Post-Closing Period based on the number of days in each such Period.

(c)	Income Taxes.

Pre-Closing Income Taxes for which Goodyear or an Affiliated Seller is Legally Responsible. Income Taxes, franchise Taxes and Taxes based on net worth (including penalties and interest thereon) relating to the Business Assets for which Goodyear or an Affiliated Seller is legally responsible concerning taxable periods ending on or prior to the Closing Date or for Pre-Closing Periods shall be the sole responsibility of Goodyear or an Affiliated Seller, as the case may be.

ii.

Income Taxes for Taxable Periods Beginning after the Closing Date. Income Taxes, franchise Taxes and Taxes based on net worth (including penalties and interest thereon) relating to the Business Assets for taxable periods beginning after the Closing Date or for Post-Closing Periods shall be the sole responsibility of Buyer.

(d)	Other Taxes.

Pre-Closing Other Taxes for which Goodyear or an Affiliated Seller is Legally Responsible. Taxes not otherwise described in Sections 7.8(a)-(c) (including penalties and interest thereon) relating to the Business Assets for which Goodyear or an Affiliated Seller is legally responsible concerning taxable periods ending on or prior to the Closing Date or Pre-Closing Periods shall be the sole responsibility of Goodyear or an Affiliated Seller, as the case may be.

ii.	Post Closing Other Taxes. Taxes not otherwise described in Sections 7.8(a)-(c) (including penalties and interest thereon) relating to the Business Assets for taxable periods beginning after the Closing Date or for Post-Closing Periods shall be the sole responsibility of Buyer.

(e)	Filing of Tax Returns and Cooperation.

i.	Preparing and Filing Tax Returns for Taxable Periods Beginning after the Closing Date. Buyer shall be responsible for preparing (on a basis consistent with previously filed Tax Returns) and timely filing all Tax Returns for periods beginning after the Closing Date.

ii.

Cooperation and Payment. Buyer and Goodyear shall each cooperate in the preparation and timely filing of, and if necessary, join in the execution of, Tax Returns concerning the Business Assets. Buyer and Goodyear shall cooperate with each other and take any action reasonably requested by the other party in order to minimize Taxes and fees, including assisting the other party (i) in filing a claim for a Tax refund, (ii) in responding to an inquiry by a Taxing Authority, or (iii) in defending or litigating a Tax matter relating to the Business Assets.

(f)

Right to Control Defense of Tax Disputes. If a Taxing Authority asserts a Tax deficiency concerning the Business Assets, a party learning of such Tax deficiency shall promptly notify the other party of such Tax deficiency; provided, however, that no failure or delay by the party learning of such Tax deficiency to provide notice shall reduce or otherwise affect the obligation of the notified party hereunder except to the extent such notified party is actually prejudiced thereby. In a case of a Tax deficiency for which Goodyear has an indemnification obligation under Section 14.1, Goodyear shall have the right to defend against such Tax deficiency (at the administrative stage and, if necessary, in litigation) and Buyer shall take any and all action reasonably necessar y to permit Goodyear

to defend against such Tax deficiency, including granting a power of attorney to Goodyear or Goodyear’s designee. Notwithstanding the foregoing, if at any time that the amount in dispute in any Split Tax Period that is allocable to a Post-Closing Period, measured by giving effect to any interest, penalty, addition to tax or other amount that may be imposed by any Governmental Authority, is greater than the amount in dispute that is allocable to a Pre-Closing Period, Buyer, and not Goodyear, shall have the right to assume control of the defense of such Tax deficiency. In addition, notwithstanding the second sentence of this subsection (f), if at any time that the amount in dispute in any taxable period ending on or before the Closing Date or any Pre-Closing Period, measured by giving effect to any interest, penalty, addition to tax or other amount that may be imposed by any Governmental Authority, exceeds 200% of the amount for which Goodyear is obligated to indemnify the Buyer Indemnified parties with respect to such amount, Buyer, and not Goodyear, shall have the right to assume control of the defense of such Tax deficiency. In a case where a Tax deficiency concerns a taxable period beginning after the Closing Date or a Post-Closing Period, Buyer shall have the right to defend against such Tax deficiency (at the administrative stage and, if necessary, in litigation) and Goodyear shall take any and all action necessary to permit Buyer to defend against such Tax deficiency, including granting a power of attorney to Buyer or Buyer’s designee. A party may not settle a Tax dispute described herein without the written consent of the other party if the settlement would result in adverse Tax consequences to such other party.

(g)

(h)

Notwithstanding anything to the contrary found in this Agreement or any Related Agreements, Buyer shall bear the cost of the first $100,000 of any fees or charges necessary to implement the Spin-off before or after the Closing, including without limitation the fees related to any required audit or appraisal; provided that Buyer shall not be responsible for any other fees and charges necessary to implement Spin-off. Notwithstanding any other provision of this Agreement, Buyer shall not be responsible for any capital gains tax liability at the level of GDTF arising from the Spin-off or the related sale of Newco.

7.9

Transition Services and other Ancillary Agreements. In the period between the date of this Agreement and Closing, Goodyear and Buyer shall negotiate in good faith and agree upon terms and conditions (including commercially reasonable pricing) of transition services, sales agent, field service and research and development agreements related to the operation of the EMEA Business after Closing (collectively, the “Ancillary

Agreements”), which Ancillary Agreements shall be entered into by the parties at Closing. The Parties shall ensure that such agreements do not violate any applicable Antitrust Law.

7.10

Financial Statements. Goodyear covenants to provide to Buyer within forty-five (45) days after the Closing, the audited special purpose financials and related report and supporting documentation for the EMEA Business for the years ended December 31, 2008, 2009 and 2010, as well as any unaudited special purpose financials, as applicable, for the EMEA Business for the time periods necessary for Buyer to comply with SEC filing obligations under Form 8-K.

7.11	Administration of Accounts.

(a)

All payments and reimbursements made by any Third Party in the name of or to Goodyear or any Affiliated Seller that are received after the Closing, to the extent in connection with or arising out of the Business Assets or the Business Liabilities, shall be held by such Person in trust for the benefit of Buyer and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Buyer the amount of such payment or reimbursement without right of set-off; provided, however, that nothing herein is intended to or shall confer any right or interest to Buyer in or to any Excluded Asset or any payment or reimbursement related thereto.

(b)

All payments and reimbursements made by any Third Party in the name of or to Buyer or an Affiliated Buyer that are received after the Closing, to the extent in connection with or arising out of Excluded Assets or the Retained Liabilities, shall be held by such Person in trust for the benefit of Goodyear and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Goodyear the amount of such payment or reimbursement without right of set-off provided, however, that nothing herein is intended to or shall confer any right or interest to Goodyear in or to any Business Assets or any payment or reimbursement related thereto.

(c)	If Buyer pays any of the Retained Liabilities, then Goodyear shall reimburse the amount of such payment to Buyer within thirty (30) days of receipt of a demand for reimbursement, together with corresponding documentation of such payment.

(d)	If Goodyear pays any of the Business Liabilities, then Buyer shall reimburse the amount of such payment to Goodyear within thirty (30) days of receipt by Buyer of a demand for reimbursement, together with corresponding documentation of such payment

7.12

Employee Related Matters. It is the common understanding of the Parties that the assets referred to in Section 2.2(f) constitute only an insignificant part of the operations of the Affiliated Sellers currently owning those assets, and that any transfer of assets under Section 2.2(f) will therefore not constitute the transfer of an ongoing business under Article 23(1) of the Polish Labor Code and Article 6 of the Turkish Labor Law (Law No.

4857) which would trigger financial and other rights or claims of employees of the relevant Affiliated Sellers against Buyer or Affiliated Buyers. Goodyear and each Affiliated Seller shall make every effort to reduce the risk of any such rights or claims being exercised and hereby agrees that in case, despite the common understanding of the Parties, and Goodyear’s efforts, employees of the relevant Affiliated Sellers raise financial or other claims against Buyer or Affiliated Buyers in connection with the purchase of the assets referred to in Section 2.2(f), Goodyear and each Affiliated Seller shall hold Buyer and each Affiliated Buyer free and harmless from any such claim. More specifically, if any employees are deemed transferred to the Buyer or Affiliated Buyers; Seller or the Affiliated Seller will execute (and use their best efforts to cause such employees to execute) agreements which transfer such employees back to the Seller or Affiliated Seller. If the Seller, Affiliated Seller or any such employee do not accept such transfers, (i) Buyer or the Affiliated Buyer shall be entitled, at its sole discretion, to terminate such employees with all of the associated costs of such termination (e.g. severance payments, notice payments, accrued but unpaid paid annual leave, and compensation due as a result of reinstatement lawsuits transferred employees claim against the Buyer or Affiliated Buyer) and (ii) all such costs shall be borne by the Seller.

7.13	Contribution to Newco. Prior to the Closing Date, Goodyear shall cause GDTF to contribute to Newco:

(a)

all assets used primarily to conduct the French Business as currently operated in each case free and clear of any Lien, including all such assets in the same nature as those Transferred Assets referred to under Sections 2.2(a), (b), (c), (d), (f) and (g), together with the Real Property (the “Contributed Assets”);

(b)	those liabilities in respect of the French Business in the same nature as the Assumed Liabilities (the “Contributed Liabilities”) (it being understood that in no event shall any Retained Liability be transferred to Newco).

Notwithstanding any other provision of this Agreement or any Related Agreement, Goodyear and its Affiliates shall promptly reply to any document and information requests from Buyer and its Affiliates regarding the Spin-off, including without limitation, any document requests for beginning drafts, final drafts and finally executed documents related to the Spin-off.

ARTICLE 8

RESTRICTIVE COVENANTS

8.1	Noncompetition Agreement. Goodyear and Buyer agree as follows:

(a)

consultant or otherwise, in any business in the locations set forth on the Corresponding Schedule (collectively, the “Buyer’s Territory”) that designs, engineers, manufactures, distributes, sells, markets and/or services any Farm Tires, or any tires substantially similar to Farm Tires (collectively, “Competing Products”), such restriction including, without limitation, directly or indirectly, owning an interest in, managing, licensing, operating, joining, controlling, lending money or rendering financial or other assistance to or participating in or being connected with any Person that designs, engineers, manufactures, sells, markets and/or services Competing Products in the Buyer’s Territory.

Provided, however, that notwithstanding the restrictions set forth above:

i.	Goodyear and its Affiliates may engage in such design and engineering activities in Buyer’s Territory necessary to support the production of Competing Products manufactured outside the Buyer’s Territory;

ii.

iii.

iv.	Debica may take any of the foregoing actions in respect of Competing Products, and nothing contained in Section 8.1(a) shall in any way limit Debica from designing, engineering, manufacturing, distributing, selling, marketing and/or servicing Debica brand tires;

v.	Trentyre and Magister may continue to sell and market Competing Products in Africa; and

vi.

Goodyear’s ownership of securities, indirectly or directly, of Debica, Trentyre and Magister shall not be deemed to be a violation of Section 8.1(a); provided, that, Goodyear as the sole distributor of Debica brand farm tires through its wholly-owned entity Goodyear Polska, will not expand its current efforts to market Debica brand farm tires outside of Poland; and

vii.

Goodyear and its Affiliates may take any of the foregoing actions in respect of Dunlop-branded industrial tires and nothing contained in Section 8.1(a) shall in any way limit Goodyear and its Affiliates from designing, engineering, manufacturing, selling, marketing and/or servicing Dunlop-branded industrial tires; provided that such Dunlop-branded industrial tires are not identical in size and type to those included in the definition of Farm Tires.

(b)	If any Party or any of its Affiliates is in breach of the terms of this Section 8.1, then the Restricted Period applicable to that breaching Party and its Affiliates shall be extended by the length of time that Party or its Affiliates is in breach.

(c)

8.2	Nonsolicitation. Except as permitted by this Agreement or the Related Agreements, and as a separate and independent covenant, for a period of one year following the Closing:

(a)

Goodyear and its Affiliates will not, in any way, directly or indirectly, (i) solicit or attempt to solicit for employment any employees or corporate officers of Buyer with whom Goodyear came in contact during the negotiation, drafting or performance hereof other than pursuant to one or more general advertisements not targeted at employees of Buyer, (ii) initiate or maintain contact, or attempt to initiate or maintain contact with any officer-level employee of Buyer regarding employment or (iii) induce or attempt to induce any of them to violate the terms of their contracts, or any employment arrangements, with Buyer, provided, however, that nothing herein shall prohibit Goodyear or any of its Affiliates from soliciting or hiring any employee of Buyer after six (6) months from the date such employee’s employment with Buyer terminates for reasons not associated with a prohibited solicitation or contact.

(b)

Buyer and its Affiliates will not, in any way, directly or indirectly (i) solicit or attempt to solicit for employment any employees or corporate officers of Goodyear or its Affiliates with whom it came in contact during the negotiation, drafting or performance hereof other than pursuant to one or more general advertisements not targeted at employees of Goodyear or its Affiliates, (ii) initiate

or maintain contact, or attempt to initiate or maintain contact with any officer-level employee of Goodyear or its Affiliates regarding employment or (iii) induce or attempt to induce any of them to violate the terms of their contracts, or any employment arrangements, with Goodyear or its Affiliates; provided, however, that nothing herein shall prohibit Buyer or any of its Affiliates from soliciting or hiring any employee of Goodyear or its Affiliates after six (6) months from the date such employee’s employment with Goodyear or its Affiliates terminates for reasons not associated with a prohibited solicitation or contact.

8.3	Acknowledgment.

(a)

(b)

(c)	The payment to Goodyear in consideration for the covenants set forth in Sections 8.1 and 8.2, which is part of the Purchase Price, shall be made by Buyer or an Affiliate of Buyer that is organized in a state of the United States.

ARTICLE 9

EMPLOYMENT MATTERS

9.1	Business Employees.

(a)	[Intentionally Omitted.].

(b)	List. No later than eight (8) Business Days prior to the Closing, Goodyear shall provide Buyer with a schedule containing a list of the Business Employees employed at the Amiens North Business, identified by name, date of birth, hire, date, job title, and salary level or hourly wage.

(c)	Transfer of the Business Employees.

i.	Any and all employment-related Liabilities relating to Goodyear employees other than the Business Employees shall remain with the applicable Affiliated Sellers.

ii.

Upon the date of the Spin-off, the Business Employees employed at the Amiens North Business shall be transferred to Newco; provided that, in no event shall the number of Business Employees employed at the Amiens North Business and transferred to Newco, Buyer or any Affiliated Buyer as a result of the Spin-off exceed 537 persons in the aggregate. In the event a greater number of Business Employees employed at the Amiens North Business are transferred to Newco, Buyer or any Affiliated Buyer pursuant to the terms of this Agreement or any Related Agreement, Goodyear shall indemnify and hold harmless Newco, Buyer or such Affiliated Buyer, to the fullest extent permitted by Law, for any costs relating to such excess employees (including wages paid through the effective date of any termination, costs of benefits paid and provided through the effec tive date of any termination) and all of the associated costs of any termination of such employees (including severance payments, notice payments, accrued but unpaid annual leave, and compensation due as a result of reinstatement lawsuits such excess employees may claim against Newco, Buyer or Affiliated Buyer).

iii.

Buyer shall provide, or cause Affiliated Buyers and Newco to provide to the transferred Business Employees (in respect of their service after the Closing Date) terms and conditions of employment that, in the aggregate, are of substantially comparable value to those that apply to or for which such transferred Business Employees are eligible immediately prior to the Closing, unless applicable Law or the terms of any applicable agreement (including those with a transferred Business Employee) require otherwise.

iv.

Buyer and Affiliated Buyers and Newco shall not be bound by any collective agreements that are applicable to the transferred Business Employees prior to the Closing Date except insofar as the applicable Law requires taking over such agreements or instituting similar agreements and except for collective bargaining agreements that apply industry wide.

v.	Buyer commits, and shall cause Affiliated Buyers and Newco to taking over in relation to the transferred Business Employees the seniority as well as any other acquired right which, by application of applicable Law, will be imposed on Buyer and Affiliated Buyers and Newco.

(d)

Adjustments Payment. On the Closing Date, Goodyear shall pay to Buyer or Newco, as applicable, all amounts due to the Business Employees (as increased by all related social contributions) as (i) paid vacation accruals for the period ending on the Closing Date (included), and (ii) salaries due for the period from

the first day of the calendar month during which the Closing will occur through the Closing Date.

(e)

Buyer Liability. Buyer, and Buyer’s Affiliates (including, after the Closing, Newco), shall be liable for all compensation and benefits due to any Business Employee on or after the Closing as the result of any action or inaction of Buyer, or any Affiliates of Buyer, that occurs on or after the Closing. Buyer, and Buyer’s Affiliates (including, after the Closing, Newco), shall be solely responsible for all liability, costs and expenses (including attorneys’ fees) for all employment claims filed by any Business Employees with respect to events or circumstances relating to their employment by Buyer or Buyer’s Affiliates, and with respect to events or circumstances occurring after the Closing.

9.2

Key Employees. The severance payments and separation benefits provided by Newco to any Key Employee on and after the Closing shall be at least equal to the payments and benefits that would have been provided to such Key Employee under the plans, programs and policies of the EMEA Business prior to the Closing.

ARTICLE 10

ENVIRONMENTAL MATTERS

10.1	Indemnification for Environmental Costs.

(a)

This Article 10 shall exclusively govern all claims related to Environmental Costs or other matters arising under Environmental Laws, including any such claims relating to breaches of representations and warranties or Retained Liabilities, and shall take precedence over any conflicting or inconsistent terms elsewhere in this Agreement.

(b)	Goodyear agrees to indemnify, defend and hold harmless Buyer (including any legal successor thereof) from and against any Environmental Costs resulting from:

the presence of Hazardous Substances at, on or about the Real Property to the extent such Hazardous Substances were in, on, under or emanating from the Real Property prior to the Closing Date or otherwise relate to the ownership or operation of the Real Property and the French Business by Goodyear or any of its Affiliates, even if the effects of the presence of the Hazardous Substances are identified after the Closing Date and including, without limitation, those matters set forth on the Corresponding Schedule;

ii.	operation of the Real Property and the French Business prior to the Closing Date;

iii.	the presence of Hazardous Substances at, on or about the Excluded Real Property to the extent such Hazardous Substances were in, on, under or emanating from the Real Property prior to, on or after the Closing Date or otherwise relate to the ownership of the Excluded Real Property by

Goodyear or any of its Affiliates, even if the effects of the presence of the Hazardous Substances are identified after the Closing Date and including, without limitation, those matters set forth on the Corresponding Schedule; and

iv.	a breach of the representations and warranties in Section 5.16, provided that any such claim for breach is properly asserted in accordance with Section 13.4.

With regard to any claim for Environmental Costs that is or could be based upon more than one provision of Section 10.1(b), Buyer shall be entitled to recover the totality of damages effectively incurred as provided under this Agreement.

(c)

Buyer will indemnify, defend and hold harmless Goodyear from and against all Environmental Costs Caused by Buyer and relating to its operation of the Real Property and the French Business from and after the Closing Date. “Caused by Buyer” means an activity by Buyer that (i) causes the release into the environment of any Hazardous Substance from the Real Property or (ii) causes any violation of any Environmental Law.

(d)

Notwithstanding anything to the contrary in this Agreement, the indemnifying party providing indemnification pursuant to Section 10.1(b)(i), Section 10.1(b)(ii), Section 10.1(b)(iii), Section 10.1(b)(iv) or Section 10.1(c), as the case may be, shall only be obligated to indemnify the Indemnified Party hereto pursuant to this Section 10.1 to the extent that:

i.	investigation, remediation, removal, corrective action, containment, closure, and/or monitoring of Hazardous Substances is required under applicable Environmental Laws;

ii.	the indemnified party has acted only in a “Commercially Reasonable Manner” to minimize the extent of any Environmental Costs;

iii.	there is no net economic benefit to the indemnified party from any action or remedy associated with the Environmental Costs;

iv.

the indemnified party has not caused the release or threatened release resulting in the indemnifying party being responsible for such Environmental Costs, or changed use of its property to a non-industrial use, or notified a Governmental Authority of Hazardous Substances on or emanating from the Real Property that results in the incurrence by either party of Environmental Costs, if such notice was not required by Environmental Laws or was not necessarily incidental to the operation or expansion of the EMEA Business;

v.	with regard to any specific claim by Buyer for indemnity for Environmental Costs, Buyer has not caused or permitted at the Real

Property any construction or any disturbance of soil or subsoil, or taken any other activity affecting the Real Property that resulted in the Environmental Costs for which the indemnity is sought, other than disturbance of soil or subsoil in connection with: (A) maintenance, repair, renovation, or restoration of buildings, structures, equipment, utilities, private roadways, driveways, parking lots and landscaping at depths no greater than 48 inches from that existing on the Real Property at the Closing Date; or (B) any action by Buyer required for compliance with Law (including Environmental Laws) or legal requirements related to Permits, which latter two categories of activities are eligible for indemnity; and

vi.

the indemnified party provides the indemnifying party with written notification of its indemnification claim within 90 days of obtaining knowledge of the matter for which indemnification is sought, provided that the indemnified party’s failure to provide the indemnifying Party notice within such period shall only reduce the indemnified party’s indemnification claim to the extent that such delay actually prejudices the indemnifying party.

(e)

Notwithstanding the foregoing, Buyer may elect to manage any remediation project affecting the Real Property or the French Business and perform the work as Buyer chooses, provided that Goodyear shall be responsible only for the actual cost of performing the work in a Commercially Reasonable Manner, subject also to the other limitations of this Section 10.1.

ii.

Buyer agrees to fully cooperate with Goodyear in its conduct of any Environmental Indemnification Efforts. Such cooperation shall include (but not be limited to) provision of reasonable access to property and the provision of utility services necessary to Goodyear’s efforts (such utility services to be provided at Goodyear’s cost).

iii.	Goodyear shall: (A) take all reasonable precautions to prevent its Environmental Indemnification Efforts from causing significant interference with Buyer’s operation of the French Business; (B) use a

nationally recognized environmental consulting firm to conduct any Environmental Indemnification Efforts; (C) comply with Buyer’s reasonable security requirements; (D) provide Buyer with reasonable notice prior to entry onto Buyer’s property; and (E) provide Buyer a copy of all material reports prepared.

(f)

In the period between the date of this Agreement and Closing, Goodyear and Buyer shall negotiate in good faith and determine whether any existing environmental conditions relating to the Real Property and the French Business would form the basis of a valid claim for Environmental Costs under this Article 10. With respect to any such matters, at Titan’s request, Goodyear shall promptly take all necessary corrective action prior to Closing in accordance with the terms of this Agreement at Goodyear’s sole cost and expense. Goodyear’s completion of the foregoing actions shall not be deemed to relieve Goodyear of its indemnification obligations for the matters described in this Article 10.

(g)	For purposes of Article 10 and Section 5.16:

“Environmental Costs” shall mean all costs and expenses (including unrecoverable costs such as wages, benefits and overhead, and reasonable attorneys’ and consultants’ fees) and/or damages (including, without limitation, Third Party damages for personal injury or property damage) resulting from:

a. the presence, release or threatened release into the Environment of any Hazardous Substances at, on, about or from the Real Property or Excluded Real Property, including but not limited to any Required Remedial Measures, or

b. any violation of any applicable Law (including any Environmental Law), in all cases to the extent necessary to come into compliance with such Law or to satisfy such Third Party claims.

“Hazardous Substances” shall mean (A) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “toxic substances,” “pollutants,” or words of similar import, under any Environmental Law, and (B) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by an Environmental Law or Governmental Authority.

ARTICLE 11

CONDITIONS PRECEDENT

11.1

(a)

Representations and Warranties of Buyer. Buyer’s representations and warranties in this Agreement that are qualified as to materiality or Material Adverse Change are true and complete in all respects when made and on the Closing Date as though made as of the Closing Date (except for those representations and warranties that are made as of a specific time, which shall be true as of such specific time), except for inaccuracies of representations and warranties which, individually or in the aggregate, do not constitute a Buyer Material Adverse Change.

(b)

(c)

Absence of Litigation. No Action, suit or Proceeding before any court or any Governmental Authority seeking to restrain or prohibit the transactions contemplated by this Agreement, that if successful would reasonably be expected to result in a Material Adverse Change, has been instituted and not dismissed.

(d)	Buyer’s Certificate. Buyer has delivered a certificate dated as of the Closing Date and signed by a duly authorized officer, certifying that the conditions specified in Section 11.1(a) and Section 11.1(b) are fulfilled.

(e)	Resolutions. Goodyear shall have received a true and complete copy, certified by the Secretary or Assistant Secretary of Buyer, of the resolutions duly and validly adopted by the Board of Directors of Buyer evidencing its authorization of the

execution and delivery of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby.

(f)

11.2

(a)

Representations and Warranties. Goodyear’s representations and warranties in this Agreement are true and complete in all respects when made and as of the Closing Date as though made on the Closing Date (except for those representations and warranties that are made as of a specific time, which shall be true and complete as of such specific time), except for inaccuracies of representations and warranties which, individually or in the aggregate, do not constitute a Material Adverse Change.

(b)

(c)

(d)	Goodyear’s Certificate. Goodyear has delivered a certificate dated as of the Closing Date and signed by a duly authorized officer, certifying that the conditions specified in Section 11.2(a) and Section 11. 2(b) are fulfilled.

(e)

Resolutions. Buyer shall have received a true and complete copy, certified by the Secretary or Assistant Secretary of Goodyear of the resolutions duly and validly adopted by the Board of Directors of Goodyear evidencing its authorization of the execution and delivery of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby.

(f)	Consents. Goodyear has obtained and delivered to Buyer the consents and approvals required in connection with the transactions contemplated in this Agreement that are set forth on the Corresponding Schedule.

(g)

(h)	Lien Discharges. All actions necessary to release and discharge any and all Liens with respect to the Business Assets or the Newco Shares, if any, including, without limitation, the execution and filing of lien termination statements and other instruments, shall have been completed.

(i)

Spin-off. The Spin-off has been completed in accordance with a contribution agreement substantially in the form of Exhibit G (the “Contribution Agreement”), the assets and liabilities of Newco are solely those of the French Business and Newco shall be a disregarded entity for United States federal and state income tax purposes.

(j)	ANLAS Bailment Agreement. Newco shall have entered into a bailment agreement with Anlas Anadolu Lastik San ve TIC AS in a form reasonably acceptable to Buyer.

(k)	Transfer of Business Employees Employed at the Amiens North Business. The number of Business Employees employed at the Amiens North Business that are transferred to Newco, Buyer or any Affiliated Buyer as a result of the Spin-off does not exceed 537 persons in the aggregate.

(l)

Ancillary Agreements; Related Agreements. The Parties shall have completed negotiation of the Ancillary Agreements and the Related Agreements contemplated hereby to be negotiated and agreed upon by the parties, and shall have completed negotiation of the exhibits and schedules to the Ancillary Agreements and the Related Agreements, to the extent this Agreement and the Ancillary Agreements and the Related Agreements contemplate such completion prior to Closing.

(m)	Material Adverse Change. There shall not, at any time after September 30, 2010, have been any Material Adverse Change affecting the Business.

(n)

Real Property. Goodyear has delivered, to Buyer’s satisfaction, in its reasonable discretion, (i) evidence that Newco will have on the Closing Date good and marketable title to the Real Property, (ii) deeds for the Real Property duly drawn up by a French notary which establish the detailed designation of the Real Property and the origin of its ownership, (iii) evidence that the Real Property is free and clear of all Liens, and (iv) a description of each building, construction and installation on the Real Property.

11.3	Waiving Conditions. Goodyear may waive any of the conditions set forth in Section 11.1 and Buyer may waive any of the conditions set forth in Section 11.2, in whole or in part, each in its sole and absolute discretion.

ARTICLE 12

CLOSING

12.1

Closing Date. The Closing will take place in the United States at a location to be mutually agreed upon by the parties, at 10:00 a.m. Cleveland, Ohio time on the last Business Day of the next calendar quarter occurring no less than 15 days following the date on which the last of the conditions set forth in Article 11 is satisfied or waived, unless a different date is mutually agreed upon by the parties. The Parties may mutually agree in writing to have the Closing at another place and time. The Closing will be effective as of 12:01 a.m. Akron, Ohio time on the day the Closing occurs (“Closing Date”). The Closing may be consummated by the exchange of signature pages by facsimile, portable document format or overnight mail.

12.2	Deliveries by Buyer. At the Closing, Buyer shall deliver to Goodyear the following, each duly executed by Buyer or its Affiliates:

(a)	the Preliminary Purchase Price required by Section 4.1 of this Agreement;

(b)

Farm Tire Supply Agreement (Turkey), substantially in the form of Exhibit A-1 (the “Turkey Supply Agreement”), the Farm Tire Supply Agreement (Poland), substantially in the form of Exhibit A-2 (the “Poland Supply Agreement”), and the Farm Tire Supply Agreement (South Africa), substantially in the form of Exhibit A-3 (the “South Africa Supply Agreement”);

(c)	Trademark License Agreement (EMEA - Goodyear Brand), substantially in the form of Exhibit B-1, and Trademark License Agreement (EMEA - Fulda Brand), substantially in the form of Exhibit B-2;

(d)	Shared Patent and Know-How License Agreement, substantially in the form of Exhibit C;

(e)	Patent Assignment Agreement, substantially in the form of Exhibit D (the “Patent Assignment Agreement”);

(f)	Bailment Agreement (South Africa), substantially in the form of Exhibit E-1 (the “Bailment Agreement (South Africa))” and Bailment Agreement (Turkey), substantially in the form of Exhibit E-2 (the “Bailment Agreement (Turkey)”);

(g)	an assignment agreement for the Customer Contracts, in the form agreed to by the parties (the “Assignment Agreement”);

(h)	an assumption agreement, confirming Buyer’s assumption of the Assumed Liabilities in accordance with Section 3.1, in the form agreed to by the parties (the “Assumption Agreement”);

(i)	a distributor agreement between Goodyear Lastikleri TAS and Buyer in a form to be agreed to by the parties (the “Turkey Distributor Agreement”);

(j)	Fabric Supply Agreement (Amiens South) substantially in the form of Exhibit H (the “Fabric Supply Agreement (Amiens South)”) and Fabric Supply Agreement (Luxembourg) substantially in the form of Exhibit I (the “Fabric Supply Agreement (Luxembourg)”);

(k)	a sleeves supply agreement between Debica and Newco in a form to be agreed to by the parties (the “Sleeves Supply Agreement (Debica)”);

(l)	French SPA;

(m)	Ancillary Agreements; and

(n)	all other documents required to be delivered by Buyer under this Agreement or any Related Agreement.

12.3	Deliveries by Seller. At the Closing, Goodyear shall deliver to Buyer the following, each duly executed by Goodyear or its Affiliates:

(a)	a general assignment and bill of sale, in the form agreed to by the parties (the “Assignment and Bill of Sale”);

(b)	Turkey Supply Agreement;

(c)	Poland Supply Agreement;

(d)	South Africa Supply Agreement;

(e)	Trademark License Agreement (EMEA - Goodyear Brand);

(f)	Trademark License Agreement (EMEA - Fulda Brand);

(g)	Patent and Know-How License Agreement;

(h)	Patent Assignment Agreement;

(i)	Bailment Agreement (South Africa);

(j)	Assignment Agreement;

(k)	Assumption Agreement;

(l)	Turkey Distributor Agreement;

(m)	Fabric Supply Agreement (Amiens South);

(n)	Fabric Supply Agreement (Luxembourg);

(o)	Sleeves Supply Agreement (Debica);

(p)	French SPA;

(q)	Ancillary Agreements;

(r)	the Contribution Agreement showing, in detail reasonably satisfactory to Buyer, all assets and liabilities transferred to Newco by GDTF under the Spin-off; and

(s)	all other documents required to be delivered by Seller under this Agreement or any Related Agreement.

12.4

Further Assurances. From time to time following the Closing, Buyer, on the one hand, and Goodyear, on the other, shall, or shall cause its Affiliates to, at the reasonable request of the other Party, execute, acknowledge and deliver, at the sole cost of the requesting Party or Parties, such assignments, conveyances consents, assurances, instruments of transfer or assumption and other instruments, and shall take such other actions consistent with the terms of this Agreement, as may be reasonably necessary to vest in Buyer all right, title and interest of Goodyear and Affiliated Sellers in and to the Business Assets and the Newco Shares otherwise to consummate the transactions contemplated hereby.

ARTICLE 13

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

13.1	Survival. The representations, warranties, covenants and agreements contained in this Agreement will survive the Closing only for the applicable period set forth in this Article 13.

13.2

Representations and Warranties. All of the representations and warranties contained in this Agreement terminate at 5:00 p.m. Cleveland, Ohio time on the two year anniversary of the Closing Date, except that (i) the representations and warranties in Section 5.8 (Taxes) and Section 5.17 (Permits) shall survive until sixty (60) days after the applicable statute of limitations period; (ii) the representations and warranties in Section 5.1 (Organization and Existence), Section 5.3 (Corporate Authority), Section 5.16 (Environmental Matters), Section 6.1 (Organization and Existence) and Section 6.2 (Corporate Authority) survive indefinitely.

13.3	Covenants and Agreements. Covenants and agreements that do not have specific time periods of applicability survive the Closing Date indefinitely. Covenants and agreements that have specific time periods of applicability survive the Closing Date for the periods prescribed.

13.4

ARTICLE 14

GENERAL INDEMNIFICATION

14.1

Indemnification of Buyer. Subject to the limitations set forth in this Article and Article 10, Goodyear shall defend, indemnify and hold harmless Buyer and the Affiliated Buyers from and against any and all actions, suits, charges, complaints, claims, demands, injunctions, judgments, orders and rulings and any and all Losses incurred by Buyer or an Affiliated Buyer as a result of:

(a)	any breach of a representation, warranty, covenant or agreement of Goodyear contained in this Agreement; or

(b)	any of the Retained Liabilities.

14.2

Indemnification of Goodyear. Subject to the limitations set forth in this Article, Buyer shall defend, indemnify and hold harmless Goodyear and the Affiliated Sellers from and against any and all actions, suits, charges, complaints, claims, demands, injunctions, judgments, orders and rulings and any and all Losses incurred by Goodyear as a result of:

(a)	any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement; or

(b)	any of the Business Liabilities.

14.3

Claim; Limitations. Except as otherwise provided herein, no amount shall be payable in indemnification under this Article 14 in respect of any claim (each, a “Claim”) unless the aggregate amount of Losses in respect of which Buyer or Goodyear, respectively, would be liable under Article 14 of this Agreement and Article 14 of the LAT Agreement, exceeds in the aggregate One Million Dollars ($1,000,000) (the “Threshold”), in which case all Losses in respect of which Buyer or Goodyear, respectively, would be liable under Article 14 of this Agreement and Article 14 of the LAT Agreement will be indemnified. In addition:

(a)	no claim for indemnification shall be asserted with respect to any single Claim for Losses in an amount less than Twenty Five Thousand Dollars ($25,000) and no such claim shall be considered for calculation of the Threshold;

(b)	all Losses arising from the same operative facts and circumstances shall be deemed a single aggregate Claim;

(c)	no claim for indemnification under this Article 14 shall first be asserted after the expiration of the applicable survival period set forth in Article 13 of this Agreement;

(d)

notwithstanding anything else set forth herein, none of the limitations for claims in this Section 14.3 (including, without limitation, the Threshold) apply to (i) indemnification obligations under Sections 14.1(b) or 14.2(b) of this Agreement, (ii) indemnification obligations for breach of Goodyear’s covenant set forth in Section 7.8 of this Agreement, or (iii) indemnification obligations under Article 10 of this Agreement; and

(e)

for the purpose of determining whether the Threshold or the de minimis amount set forth under Section 14.3(a) above has been reached, Losses expressed in currencies other than in US Dollars shall be converted in US Dollars on the basis of the relevant exchange rate as published in the New York Times on the day upon which the corresponding indemnification shall be due or would have been due had the Threshold been then reached.

14.4

14.5	Third-Party Claims. If an Indemnified Party receives notice of the assertion of a claim from a Third Party in respect of which the Indemnified Party may have a claim under Section 14.1 or 14.2, as the case may be (a “Third Party Claim”), then the following shall apply:

(a)

(b)

i.	the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third Party Claim or ceasing to defend against such matter or claim (with such approval not being unreasonably withheld or delayed);

ii.

iii.

the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent the matter or claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Party that, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party. If the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) calendar days after receipt of the Indemnity Notice in respect thereof, the Indemnified Party against which such Third Party Claim has been asserted shall (upon delivering written notice to such effect to the Indemnif ying Party) have the right to undertake the defense, compromise or settlement of such Third Party Claim (which undertaking shall, to the extent the Indemnified Party is entitled to indemnification under Section 14.1. or 14.2, as applicable, in respect of such Third Party Claim, be at the Indemnifying Party’s cost and expense, and on behalf of, and for the account and risk of, the Indemnifying Party), subject to the right of the Indemnifying Party to assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof; provided, however, that the Indemnified Party shall not enter into any such compromise or settlement without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In the event the Indemnified Party assumes the defense of the Third Party Claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall not be liable for any settlement of any action effected without its consent, but if

settled with the consent of the Indemnifying Party, or if there be a final judgment beyond review or appeal, for the claimant in any such Third Party Claim, the Indemnifying Party agrees to indemnify and hold harmless the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

If the Indemnifying Party fails to assume the defense of such Third Party Claim within thirty (30) calendar days after receipt of the Indemnity Notice in respect thereof, the Indemnified Party against which such Third Party Claim has been asserted shall (upon delivering written notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Third Party Claim (which undertaking shall, to the extent the Indemnified Party is entitled to indemnification under Section 14.1. or 14.2, as applicable, in respect of such Third Party Claim, be at the Indemnifying Party’s cost and expense, and on behalf of, and for the account and risk of, the Indemnifying Party), sub ject to the right of the Indemnifying Party to assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof; provided, however, that the Indemnified Party shall not enter into any such compromise or settlement without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In the event the Indemnified Party assumes the defense of the Third Party Claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the Indemnifying Party, or if there be a final judgment beyond review or appeal, for the claimant in any such Third Party Claim, the Indemnifying Party agrees to indemnify and hold harmless the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

(c)

Any party which does not undertake the defense of a Third Party Claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors shall be permitted by the party undertaking such defense, and its attorneys, to observe and participate in the defense of such Third Party Claim.

14.6	Payments and Offsets. Payments under this Article 14 shall be made as follows:

(a)	An Indemnifying Party shall pay in immediately available funds any amounts due and owing to the other Indemnified Party as a result of any occurrence that gives rise to indemnification under this Article 14.

(b)

(c)	Any payment due under this Section shall be reduced by the amount of reasonably expected insurance proceeds.

14.7

Exclusive Remedy. Except as otherwise provided for in this Agreement (including, without limitation, the equitable remedies under Article 8 hereof and indemnification for environmental matters under Article 10 of this Agreement), following the Closing Date, the indemnification provided by this Article is the exclusive remedy for the Parties with respect to this Agreement and the transactions contemplated by this Agreement. However, claims for actual fraud are not limited by this Section 14.7.

14.8

French SPA; Contribution Agreement. The Parties agree that neither the French SPA nor the Contribution Agreement shall expand or reduce the rights and obligations and liabilities of the Parties under this Agreement. In the event of a conflict between this Agreement, the French SPA and the Contribution Agreement, the provisions of this Agreement shall control the other two agreements and the French SPA shall control over the Contribution Agreement.

ARTICLE 15

GOVERNING LAW; DISPUTE RESOLUTION

15.1	Governing Law. This Agreement will be governed and construed in accordance with the substantive Laws of the State of New York, except for any Laws of that state that would require the application of the substantive Laws of a different jurisdiction.

15.2

15.3

Requirement for Mutual Consultation. In the event of a dispute between or among the Parties arising out of or in connection with this Agreement, the Parties will make every effort to resolve, promptly and in good faith, such dispute. In the event that the dispute cannot be resolved, either Party may notify the other of the existence of a possible deadlock by sending a letter signed by management responsible for the operation of this Agreement to management of the other Party. Within 15 Business Days after receipt of that notice, management of the Parties shall arrange to meet at a mutually agreeable time and place, and thereafter as often as they reasonably deem necessary for a period of 90 days from the date of that first meeting, to exchange relevant in formation and to attempt to resolve the dispute. In the event that responsible management have not been

successful in resolving the dispute within 90 days after receipt of the notice, either Party may initiate an action or take such other action as is permitted under this Agreement in accordance with the time periods set out elsewhere in this Agreement, or, in each case, under any of the Related Agreements. Except as otherwise set forth herein or therein, each Party shall be responsible for its own legal fees and expenses.

15.4

ARTICLE 16

TERMINATION

16.1	Termination of Agreement.

(a)	The Parties may terminate this Agreement prior to the Closing as provided below:

i.	the Parties may terminate this Agreement by mutual written consent;

ii.	Buyer may terminate this Agreement by giving written notice to Goodyear if any of the conditions precedent under Section 11.2 are not capable of being fulfilled;

iii.	Goodyear may terminate this Agreement by giving written notice to Buyer if any of the conditions precedent under Section 11.1 are not capable of being fulfilled;

iv.	Buyer or Goodyear may terminate this Agreement by giving written notice to the other if the Closing has not occurred on or before June 30, 2012 (the “Termination Date”) because of the failure of any condition precedent under Section 11.1 or 11.2; and

v.	by Buyer, within 15 Business Days following delivery to Buyer of a Supplemental Schedule under Section 7.5 that contains new disclosure of any event or development that would reasonably be expected to result in a Material Adverse Change.

The Parties acknowledge that the Termination Date shall not be deemed affected in any manner by any court case or government decision which delays or hinders, in any manner, the Closing.

(b)	However, no Party may terminate this Agreement under clauses (ii) through (v) above if the basis for termination results from a breach by the Party of any of its representations, agreements or covenants contained in this Agreement or if the

party seeking termination is otherwise in material breach of its obligations hereunder.

16.2

ARTICLE 17

MISCELLANEOUS

17.1	Notices. Any notice under this Agreement shall be in writing. Any notice delivered as provided in this Section 17.1 is effective upon receipt by a party. A party may change its notice address by notice to the other party. All notices shall be delivered:

(a)	personally;

(b)	by facsimile;

(c)	by nationally recognized overnight courier service; or

(d)	by registered or certified mail, return receipt requested, postage prepaid, as follows:

If to Buyer: Maurice M. Taylor, Jr.

Titan Tire Corporation

2701 Spruce Street

Quincy, Illinois 62301

U.S.A.

Facsimile No.: 1 (217) 228-3166

With a copy to:

Cheri T. Holley

General Counsel

Titan International, Inc.

2701 Spruce Street

Quincy, Illinois 62301

U.S.A.

Facsimile No.: 1 (217) 228-3040

With a second copy to:

Robert J. Diehl, Jr., Esq.

Bodman LLP

6th Floor at Ford Field

1901 St. Antoine Street

Detroit, Michigan 48226

U.S.A.

Facsimile No.: 1 (313) 393-7579

If to Goodyear: The Goodyear Tire & Rubber Company

1144 East Market Street

Akron, Ohio 44316

U.S.A.

Attention: Corporate Secretary

Facsimile No.: 1 (330) 796-8836

With a copy to:

Laura Thompson

Vice President, Business Development

The Goodyear Tire & Rubber Company

1144 East Market Street

Akron, Ohio 44316

USA

Facsimile No.: 1 (330) 796-5034

With a second copy to:

Squire, Sanders & Dempsey L.L.P.

4900 Key Tower

127 Public Square

Cleveland, Ohio 44114-1304

U.S.A.

Attention: Carolyn J. Buller, Esq.

and Cipriano S. Beredo, Esq.

Facsimile No.: 1 (216) 479-8780

17.2

17.3	Waiver. None of the provisions of this Agreement may be waived except in writing. A Party may enforce any provision of this Agreement even if it has not previously enforced that provision or any other provisions of this Agreement.

17.4	Captions. The captions set forth in this Agreement are for convenience only and are not considered as part of this Agreement, nor affect in any way the meaning of the terms and provisions of this Agreement.

17.5

17.6	Severability. The Parties intend this Agreement to be enforced as written. However, if a court determines that a provision of this Agreement is:

(a)	unlawful, the provision will be severed from this Agreement and the remainder of this Agreement will remain in full force and effect; or

(b)	invalid or unenforceable:

i.	the provision will remain in effect in any other circumstances,

ii.	the Agreement will otherwise remain valid and enforceable, and

iii.	the court may reduce the duration or area, or both, of the provision, if the invalidity or unenforceability is because of the duration or area covered stated in the provision and in its amended form the provision will then be enforceable.

17.7	No Third-Party Beneficiaries or Right to Rely. Notwithstanding anything to the contrary in this Agreement:

(a)

(b)	no Third Party may rely on any of the representations, warranties, covenants or agreements contained in this Agreement; and

(c)	no Party will incur any liability or obligation to any Third Party because of any reliance by that Third Party on any representation, warranty, covenant or agreement in this Agreement.

17.8	Counterparts. This Agreement may be executed in more than one counterpart. Each counterpart is an original and together constitute one and the same agreement. A signature to this Agreement delivered by facsimile or other electronic means is valid.

17.9	Time of Essence. Time is of the essence with respect to this Agreement.

17.10

No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent. No rule of strict construction will be applied against either Party.

17.11

17.12

17.13

Miscellaneous. As used in this Agreement, the Corresponding Schedules, the Supplemental Schedules, the Exhibits and the Related Agreements:

(a)	the singular and plural include each other;

(b)	each gender includes both genders; and

(c)	words and phrases defined in this Agreement have the same meaning in the Corresponding Schedules, the Exhibits, the Supplemental Schedules and Related Agreements unless specifically provided to the contrary.

17.14

IN WITNESS WHEREOF, Goodyear and Buyer have caused this Agreement to be signed, all as of the date first written above.

THE GOODYEAR TIRE & RUBBER COMPANY

By:

Attest:

TITAN TIRE CORPORATION

By:

Name:

Title:

[Signature Page to Purchase Agreement]

APPENDIX A

DEFINED TERMS

“Accounting Principles for Inventory Valuation” means the accounting principles set forth on Schedule 4.2.

“Accounts Receivable” means all of Goodyear’s and Affiliated Sellers’ trade accounts receivable and other rights to payment from Third Parties, including, without limitation, customers and employees, and all security interests or rights associated with such accounts and rights, all notes payable to Goodyear and Affiliated Sellers and all security interests or rights associated therewith and any claim, remedy or other right related to any of the foregoing, in each case whenever accrued, including those that arise form the conduct of the EMEA Business and relate to the period prior to the Closing Date.

“Action” means any action, suit, arbitration or proceeding by or before any Governmental Authority including, without limitation, those of an administrative rather than judicial nature.

“Affiliated Buyer” means each of the Affiliates of Buyer that purchases any right, title or interest in any of the Transferred Assets or the Newco Shares, and “Affiliated Buyers” means all such Affiliates collectively.

“Affiliated Seller” means each of the Affiliates of Goodyear other than Newco that has any right, title or interest in any of the Transferred Assets or the Newco Shares, and “Affiliated Sellers” means all such Affiliates collectively.

“Agreement” means this Purchase Agreement.

“Amiens Fabric Supply Agreement” means the agreement between Goodyear, Goodyear Dunlop Tires Amiens Sud SAS (“Amiens Sud”), and _____________ (“Titan France”) regarding the supply of fabric from Amiens Sud to Titan France.

“Amiens North Business” has the meaning set forth in Recital D(2).

“Amiens North Facility” has the meaning set forth in Recital D(2).

A-1

“Ancillary Agreements” has the meaning set forth in Section 7.9.

“Antitrust Filings” has the meaning set forth in Section 7.2(a).

“Antitrust Law” means statutes, regulations, administrative and judicial doctrines and other laws intended to effect, encourage or restrain competition.

“Assignment Agreement” has the meaning set forth in Section 12.2(g).

“Assignment and Bill of Sale” has the meaning set forth in Section 12.3(a).

“Assumed Liabilities” has the meaning set forth in Section 3.1.

“Assumption Agreement” has the meaning set forth in Section 12.2(h).

“Bailment Agreement (South Africa)” has the meaning set forth in Section 12.2(f).

“Bailment Agreement (Turkey)” has the meaning set forth in Section 12.2(f).

“Benefit Plans” has the meaning set forth in Section 2.3(f).

“Books and Records” has the meaning set forth in Section 2.2(c).

“Business Assets” means the Contributed Assets and the Transferred Assets.

“Business Day” means any day other than Saturday or Sunday on which commercial banks are not required or authorized by law to close in the City of New York, New York, USA.

“Business Employee” means the persons employed by Goodyear or its Affiliates exclusively in connection with the conduct of the EMEA Business after the completion of the redundancy plan relating to the consumer tire activity to be carried-out at the Amiens North Facility; it being agreed that no employee of any Goodyear affiliate in Turkey, Poland or South Africa, except for those three (3) positions listed on Schedule 5.14(a), meet such definition and that there will therefore, at Closing, exist no other Business Employee in such jurisdictions.

“Business Liabilities” means the Contributed Liabilities and the Assumed Liabilities.

“Buyer” has the meaning set forth in the Preamble.

“Buyer Material Adverse Change” means any effect, change, event or development that is or would reasonably be likely to be materially adverse to the Buyer, or the results of operations, prospects or financial condition of the Buyer, taken as a whole, provided, however, none of the following, individually or in the aggregate, shall be taken into account in determining if a “Buyer Material Adverse Change” has occurred:

A-2

industry, (iii) any change in applicable Law or general legal, tax or regulatory requirements affecting all companies in the same industry, or (iv) any change required by GAAP or other international accounting standards affecting all companies in the same industry, except for such changes in (i) through (iv) that disproportionately affect Buyer, taken as a whole, as compared to other companies in the same industry; and

“Buyer’s Representative” has the meaning set forth in Section 4.2(c).

“Buyer’s Territory” has the meaning set forth in Section 8.1(a).

“Claim” has the meaning set forth in Section 14.3.

“Closing” means the closing of the transactions contemplated by this Agreement.

“Closing Date” has the meaning set forth in Section 12.1.

“Closing Combined Inventory Value” has the meaning set forth in Schedule 4.2.

“Closing Combined Inventory Value Statement” has the meaning set forth in Section 4.2(b).

“Combined Inventory” has the meaning set forth in Section 4.2.

“Commercially Reasonable Manner” has the meaning set forth in Section 10.1(g).

“Competing Products” has the meaning set forth in Section 8.1(a).

“Confidentiality Agreement” means, collectively, the confidentiality agreement dated as of January 28, 2009 between Goodyear and Buyer, the confidentiality agreement dated as of October 14, 2009 between Goodyear Turkey and Buyer, and the confidentiality agreement dated as of October 22, 2009 between Debica and Buyer.

“Consequential Damages” means consequential, special or incidental damages including, but not limited to, reduction in market value of the EMEA Business or Business Assets, diminution in value, loss of profits, loss of business opportunity or interruption of business losses.

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“Contributed Assets” has the meaning set forth in Section 7.13(a).

“Contributed Liabilities” has the meaning set forth in Section 7.13(b).

“Contribution Agreement” has the meaning set forth in Section 11.2(i).

“Corresponding Schedule” means a schedule that is numbered, captioned or named to correspond to the number, caption or name of the section of this Agreement that refers to that schedule.

“Customer Contracts” has the meaning set forth in Section 2.2(a).

“Debica” means Tire Company Debica S.A., a stock company (spótka akeyjna) formed under the laws of Poland.

“Distributors” has the meaning set forth in Section 7.3(a).

“EMEA Business” has the meaning set forth in Recital A.

“Environmental Controlling Party” has the meaning set forth in Section 10.1(e).

“Environmental Costs” has the meaning set forth in Section 10.1(g).

“Environmental Indemnification Efforts” has the meaning set forth in Section 10.2(e).

“Environmental Law(s)” has the meaning set forth in Section 10.1(g).

“Excluded Assets” has the meaning set forth in Section 2.3.

“Excluded Real Property” means those parcels at Amiens North that are identified in Corresponding Schedule 5.15.

“Farm Tire Know How” means all trade secrets, methods, procedures, formulas, compilations of data, processes, technical data and technical information exclusively related to the EMEA Business that Goodyear or an Affiliate of Goodyear owns or possesses, or which Goodyear has the right to possess upon request without cost to Goodyear except copying and shipping costs, prior to or at the time of the Closing.

“Farm Tires” has the meaning set forth in Recital A.

“Farm Tire Region” has the meaning set forth in Recital A.

“Farm Tire Supply Agreements” has the meaning set forth in Section 2.2(e).

A-4

“Final Closing Inventory Value” has the meaning set forth in Section 4.2(c).

“French Business” has the meaning set forth in Recital D(2).

“French Business Contracts” means those Contracts used to operate the French Business.

“French SPA ” has the meaning set forth in Recital D(2)(i).

“GDTF” has the meaning set forth in Recital D(2).

“Goodyear” has the meaning set forth in the Preamble.

“Goodyear Names and Marks” shall mean, collectively, the corporate name of Goodyear or any of its Affiliates in any jurisdiction, or any trademark, trade name, trade dress, logo, symbol, device, URL, service mark or copyright, whether or not registered, including all common law rights, and registrations and applications for registration thereof, including, but not limited to, all marks registered in the United States Patent and Trademark Office, the Trademark Offices of the States and Territories of the United States of America, and the trademark offices of other nations throughout the world, and all r ights therein provided by multinational treaties or conventions, or any application or registration therefore, owned, licensed or used by Goodyear or any of its Affiliates, which includes, without limitation and in any form, the name “Fulda”, the word “Goodyear” or the term “Goodyear (and winged foot design),” the winged foot design, the blimp design or any other identification that suggests, simulates or is confusing by similarity to any of any Goodyear’s or its Affiliates’ identification.

“Goodyear Payable” means all amounts payable by Goodyear or any of its Affiliates to Goodyear or any of its Affiliates.

“Goodyear Turkey” means Goodyear Lastikleri TAS, a joint stock company (anonim sirket) formed under the laws of Turkey

“Goodyear’s Representative” has the meaning set forth in Section 4.2(c).

“Goodyear-Branded Farm Tires” has the meaning set forth in Section 7.3(a).

“Hazardous Substance” has the meaning set forth in Section 10.1(g).

“Indemnifiable Claim” has the meaning set forth in Section 14.4.

“Indemnified Party” has the meaning set forth in Section 14.4.

“Indemnifying Party” has the meaning set forth in Section 14.4.

“Indemnity Notice” has the meaning set forth in Section 14.4.

A-5

“Intellectual Property” means Patents and Know-How, each as defined in the Patent and Know-How License Agreement.

“Inventory” means (i) the French Business’ finished goods inventories of Farm Tires and (ii) the Non-French Inventory.

“Key Employees” has the meaning set forth in Section 5.14(a).

“Knowledge” means the actual knowledge of the individuals set forth on Schedule D after conducting a reasonably comprehensive investigation concerning the existence of the fact or other matter.

“LAT Agreement” means the Purchase Agreement - LAT entered into between Goodyear and Buyer on December 13, 2010.

“Law” means any law, rule, regulation, order or other requirement of or issued by any Governmental Authority, in each case, as from time to time amended or replaced.

“Licensed Products” has the meaning assigned to such term in the Trademark License Agreements - EMEA.

“Material Adverse Change” means (a) any effect, change, event or development that is a breach of any representation or warranty of Goodyear under this Agreement that results in Losses, individually or in the aggregate with other such breaches, equal to or in excess of Two Million Dollars ($2,000,000), (b) net sales for the EMEA Business for the trailing twelve month period ending on the last full month prior to the month that includes the Closing Date (the “Measurement Year”) being l ess than ninety-five percent (95%) of net sales for the EMEA Business for the trailing twelve month period ending immediately prior to the beginning of the Measurement Year, as set forth in a certificate signed on behalf of Goodyear certifying to the matters set forth herein; (c) capital expenditures for the EMEA Business for calendar year 2011 being no less than €846,000 (or a pro-rata amount of such required annual capital expenditure if the Closing Date occurs during 2011); provided that Goodyear shall be permitted to cure any shortfall in the required capital expenditure by making a cash payment to Buyer in the amount of the shortfall, in which case such prior shortfall shall not constitute a “Material Adverse Change”; or (d) any effect, change, event or development that is or would reasonably be likely to be materially adverse to the EMEA Business, taken as a whole, or the results of operations or financial condition of the EMEA Business, taken as a whole, provided, however, solely as to subsection (d) above, none of the following, individually or in the aggregate, shall be taken into account in determining if a “Material Adverse Change” has occurred:

A-6

i. any change (A) in the U.S. or global economy generally or the capital, credit or financial markets generally affecting all companies in the same industry, (B) any change in national or international political conditions or any instability caused by acts of terrorism affecting all companies in the same industry, (C) any change in applicable Law or general legal, tax or regulatory requirements affecting all companies in the same industry, or (D) any change required by GAAP or other international accounting standards affecting all companies in the same industry, except for such changes in (A) through (D) that disproportionately affect the EMEA Business, t aken as a whole, as compared to other companies in the same industry;

“Material Contracts” has the meaning set forth in Section 5.6(a).

“Molds, Equipment and Parts” has the meaning set forth in Section 2.2(f).

“Neutral Auditor” has the meaning set forth in Section 4.2(c).

“Newco” means a newly formed, wholly-owned, French Société par actions simplifiée and subsidiary of GDTF to be formed prior to Closing for the purpose of owning, at Closing, the French Business.

“Newco Shares” has the meaning set forth in Recital D2.

“Non-Competition Covenants” means the covenants set forth in Article 8.

“Non-French Inventory” has the meaning set forth in Section 2.2(b).

“Non-Transferable Assets” has the meaning set forth in Section 2.4(a).

“Party” means Buyer or Goodyear, and “Parties” means Buyer and Goodyear referred to collectively.

“Patent Assignment Agreement” has the meaning set forth in Section 12.2(e).

“Permit” means all governmental approvals, permit filings, concessions, authorizations, franchises, registrations and licenses required to conduct the French Business and own the Business Assets and the shares of Newco.

A-7

“Poland Supply Agreement” has the meaning set forth in Section 12.2(b).

“Post-Closing Period” means the portion of the Split Tax Period beginning on the day following the Closing Date.

“Pre-Closing Period” means the portion of the Split Tax Period ending on the Closing Date.

“Preliminary Purchase Price” has the meaning set forth in Section 4.1.

“Prepaid Royalty” has the meaning set forth in Section 4.1.

“Proceeding” means an investigation, claim, suit or proceeding by or before any court, arbitrator or Governmental Authority.

“Proprietary Rights” has the meaning set forth in Section 2.2(d).

“Purchase Price” has the meaning set forth in Section 4.1.

“Raw Materials” means all basic materials, excluding Works-In-Process, used in the manufacture of Farm Tires in connection with the French Business.

“Real Property” has the meaning set forth in Section 5.15(a).

“Related Agreements” means the related agreements contemplated by this Agreement that are attached to this Agreement as Exhibits or are required by Sections 12.2 and 12.3.

“Required Remedial Measures” has the meaning set forth in Section 10.1(g).

“Resolution Period” has the meaning set forth in Section 4.2(b).

“Restricted Period” has the meaning set forth in Section 8.1(a).

“Retained Liabilities” has the meaning set forth in Section 3.2.

“Retention Agreement” means any agreement between Goodyear and/or any Affiliated Seller with an important or Key Employee pursuant to which such employee agrees to continue to provide services to Goodyear and/or any Affiliated Seller for a specified period of time that is in addition to any compensation provided to such employee pursuant to any applicable annual salary or bonus program or under any collective bargaining agreement.

“Shared Patent and Know-How License Agreement” has the meaning set forth in Recital D(5).

“South Africa Supply Agreement” has the meaning set forth in Section 12.2(b)

“Spin-off” means the spin-off of the French Business by GDTF into Newco prior to the Closing.

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“Split Tax Period” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

“Supplemental Schedule” has the meaning set forth in Section 7.5.

“Target Closing Inventory Value” means U.S. $30,000,000 of Inventory and Work in process plus U.S. $1,000,000 of Raw Materials which collectively is equivalent to €22,794,000 (the “Euro Inventory Value”). The Target Inventory Value will be recalculated at Closing to be the product of the Euro Inventory Value multiplied by the amount in U.S. dollars that would be received in exchange for €1.00 according to exchange rate published in the New York Times on the Closing Date.

“Tax” or “Taxes” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Tax Code § 59A), customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind what soever, including any interest, penalty, or addition thereto, whether disputed or not.

“Tax Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Taxing Authority” means any applicable Governmental Authority responsible for the imposition of Taxes.

“Third Party” means any Person not a signatory to this Agreement.

“Third Party Claim” has the meaning set forth in Section 14.5.

“Threshold” has the meaning set forth in Section 14.3.

“Trademark License Agreements - EMEA” has the meaning set forth in Recital D(4).

“Trademark License Agreement (EMEA – Goodyear Brand)” has the meaning set forth in Recital D(4).

“Trademark License Agreement (EMEA – Fulda Brand)” has the meaning set forth in Recital D(4).

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“Transfer Taxes” has the meaning set forth in Section 7.8(a).

“Transferred Assets” has the meaning set forth in Section 2.2.

“Transferred Contracts” means the Customer Contracts and the French Business Contracts.

“Transferred Know How” means all Farm Tire Know How resident in the French Business.

“Transferred Patents” means the patent and patent applications identified on Schedule 2.2(d).

“Turkey Supply Agreement” has the meaning set forth in Section 12.2(b).

“Unaudited Financials” has the meaning set forth in Section 5.4.

“Works-In-Process” means all in process inventory for Farm Tires of the French Business.

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EX-21 6 ex21.htm SUBSIDIARIES OF THE REGISTRANT ex21.htm

Exhibit 21

TITAN INTERNATIONAL, INC.

SUBSIDIARIES

	Jurisdiction of
Name	Incorporation

Automotive Wheels, Inc.	California

Dico, Inc.	Delaware

Dyneer Corporation	Delaware

Titan Tire Corporation	Illinois

Titan Tire Corporation of Bryan	Ohio

Titan Tire Corporation of Freeport	Illinois

Titan Tire Corporation of Natchez	Mississippi

Titan Tire Corporation of Texas	Texas

Titan Wheel Corporation of Illinois	Illinois

Titan Wheel Corporation of Iowa	Iowa

Titan Wheel Corporation of South Carolina	South Carolina

Titan Wheel Corporation of Virginia	Virginia

EX-23 7 ex23.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ex23.htm

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 33-71788 and No. 33-80306) of Titan International, Inc. of our report dated February 23, 2011 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. We also consent to the reference to us under the heading “Selected Financial Data” in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

St. Louis, MO

February 23, 2011

EX-31.1 8 ex31_1.htm CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 ex31_1.htm

Exhibit 31.1

CERTIFICATION

I, Maurice M. Taylor Jr., certify that:

1.	I have reviewed this annual report on Form 10-K of Titan International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 23, 2011	By:	/s/ MAURICE M. TAYLOR JR.
			Maurice M. Taylor Jr.
			Chief Executive Officer and Chairman
			(Principal Executive Officer)

EX-31.2 9 ex31_2.htm CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 ex31_2.htm

Exhibit 31.2

CERTIFICATION

I, Paul G. Reitz, certify that:

1.	I have reviewed this annual report on Form 10-K of Titan International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 23, 2011	By:	/s/ PAUL G. REITZ
			Paul G. Reitz
			Chief Financial Officer
			(Principal Financial Officer)

EX-32 10 ex32.htm CERTIFICATION PURSUANT TO SECTION 906 ex32.htm

Exhibit 32

CERTIFICATION

In connection with the Annual Report of Titan International, Inc. on Form 10-K for the period ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies that, to the best of their knowledge, this Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	TITAN INTERNATIONAL, INC.
	(Registrant)

Date:	February 23, 2011	By:	/s/ MAURICE M. TAYLOR JR.
			Maurice M. Taylor Jr.
			Chairman and Chief Executive Officer
			(Principal Executive Officer)

		By:	/s/ PAUL G. REITZ
			Paul G. Reitz
			Chief Financial Officer
			(Principal Financial Officer)

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Illinois		36-3228472
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class	Name of each exchange on which registered
Common stock, no par value	New York Stock Exchange (Symbol: TWI)

Large accelerated filer o	Accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o


Part I.		Page

Item 1.	Business	3-10

Item 1A.	Risk Factors	11-14

Item 1B.	Unresolved Staff Comments	15

Item 2.	Properties	15

Item 3.	Legal Proceedings	15

Part II.

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16

Item 6.	Selected Financial Data	17

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18-38

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	39

Item 8.	Financial Statements and Supplementary Data	39

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39

Item 9A.	Controls and Procedures	39

Item 9B.	Other Information	39

Part III.

Item 10.	Directors, Executive Officers and Corporate Governance	40

Item 11.	Executive Compensation	40

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	41

Item 13.	Certain Relationships and Related Transactions, and Director Independence	41

Item 14.	Principal Accounting Fees and Services	41

Part IV.

Item 15.	Exhibits, Financial Statement Schedules	42

	Signatures	43

	Exhibit Index	44

	Approximate square footage
Location	Owned		Leased		Use	Segment
Des Moines, Iowa		2,047,000			Manufacturing, distribution	All segments
Freeport, Illinois		1,202,000			Manufacturing, distribution	All segments
Quincy, Illinois		1,134,000			Manufacturing, distribution	All segments
Brownsville, Texas		993,000			Storage	See note (a)
Bryan, Ohio		714,000			Manufacturing, distribution	All segments
Greenwood, S. Carolina		110,000			Storage	See note (a)
Dublin, Georgia		20,000			Distribution	All segments
Saltville, Virginia		14,000		245,000	Manufacturing, distribution	Earthmoving/Construction
Natchez, Mississippi				1,203,000	Storage	See note (a)
Pendergrass, Georgia				120,000	Distribution	All segments
Elko, Nevada				4,000	Distribution	Earthmoving/Construction

MARKET SALES
	Year ended December 31,
(Amounts in thousands)	2010					2009					2008
			% of Total					% of Total					% of Total
	Net Sales		Net Sales			Net Sales		Net Sales			Net Sales		Net Sales
Agricultural	$	675,178		76	%	$	563,528		77	%	$	729,895		70	%
Earthmoving/construction		191,042		22	%		144,589		20	%		281,008		27	%
Consumer		15,371		2	%		19,482		3	%		25,797		3	%
	$	881,591				$	727,599				$	1,036,700

2010	High		Low		Dividends Declared
First quarter	$	9.84	$	7.15	$	0.005
Second quarter		13.10		8.81		0.005
Third quarter		14.27		9.37		0.005
Fourth quarter		19.86		12.85		0.005

2009
First quarter	$	11.44	$	3.05	$	0.005
Second quarter		10.45		4.82		0.005
Third quarter		9.87		5.79		0.005
Fourth quarter		10.35		7.55		0.005

	Fiscal Year Ended December 31,
	2005		2006		2007		2008		2009		2010
Titan International, Inc.	$	100.00	$	116.94	$	181.54	$	59.96	$	59.11	$	142.65
S&P 500 Index		100.00		115.79		122.16		76.96		97.33		111.99
S&P 600 Construction. & Farm Machinery & Heavy Trucks Index		100.00		134.85		169.95		107.07		116.09		167.36


(All amounts in thousands)	As of December 31,
	2010		2009		2008		2007		2006
Working capital	$	395,587	$	375,144	$	232,564	$	239,985	$	247,009
Current assets		487,940		445,216		369,199		327,765		309,933
Total assets		787,470		736,463		654,782		590,495		585,126
Long-term debt (a)		373,564		366,300		200,000		200,000		291,266
Stockholders’ equity		278,315		261,953		279,188		272,522		187,177
(a) Excludes amounts due within one year and classified as a current liability.

	As a Percentage of Net Sales
	Year ended December 31,
	2010			2009			2008
Net sales		100.0	%		100.0	%		100.0	%
Cost of sales		87.1			92.3			86.5
Gross profit		12.9			7.7			13.5

Selling, general and administrative expenses		6.5			6.4			5.2
Research and development		0.7			1.2			0.3
Royalty expense		1.1			1.1			0.9
Noncash goodwill impairment charge		0.0			1.6			0.0
Income (loss) from operations		4.6			(2.6	)		7.1

Interest expense		(3.0	)		(2.2	)		(1.5	)
Gain (loss) on note repurchase		(1.6	)		0.2			0.0
Noncash Titan Europe Plc charge		0.0			0.0			(3.6	)
Other income, net		0.1			0.2			0.2
Income (loss) before income taxes		0.1			(4.4	)		2.2
Income tax provision (benefit)		0.0			(1.0	)		0.9
Net income (loss)		0.1	%		(3.4	)%		1.3	%

	2010			2009			% Increase
Net sales	$	881,591		$	727,599			21	%
Cost of sales		767,662			671,634			14	%
Gross profit		113,929			55,965			104	%
Gross profit percentage		12.9	%		7.7	%

	2010			2009			% Decrease
Research and development	$	6,317		$	8,850			(29	)%
Percentage of net sales		0.7	%		1.2	%

	2010			2009			% Increase (Decrease)
Net sales	$	191,042		$	144,589			32	%
Gross profit		6,439			3,595			79	%
Loss from operations		(1,457	)		(7,999	)		(82	)%

2010	Agricultural		Earthmoving/ Construction			Consumer			Corporate Expenses			Consolidated Totals
Net sales	$	675,178	$	191,042		$	15,371		$	0		$	881,591
Gross profit (loss)		108,102		6,439			2,867			(3,479	)		113,929
Income (loss) from operations		91,953		(1,457	)		2,542			(52,254	)		40,784

2009
Net sales	$	563,528	$	144,589		$	19,482		$	0		$	727,599
Gross profit (loss)		51,955		3,595			1,604			(1,189	)		55,965
Income (loss) from operations		26,980		(7,999	)		(206	)		(37,669	)		(18,894	)

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
7.875% senior secured notes due 2017	$	200,000	$	0	$	0	$	0	$	200,000
5.625% senior subordinated convertible notes due 2017 (a)		112,881		0		0		0		112,881
8% senior unsecured notes due 2012		1,064		0		1,064		0		0
Interest expense (b)		132,734		22,232		44,203		44,199		22,100
Operating leases		449		370		78		1		0
Purchase obligations		4,829		2,180		2,649		0		0
Other long-term liabilities (c)		25,700		3,000		7,700		6,700		8,300
Royalty payment (d)		18,600		9,300		9,300		0		0
Total	$	496,257	$	37,082	$	64,994	$	50,900	$	343,281