10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended: June 30, 2013

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-12936

TITAN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Illinois	36-3228472
(State of Incorporation)	(I.R.S. Employer Identification No.)

2701 Spruce Street, Quincy, IL 62301

(Address of principal executive offices, including Zip Code)

(217) 228-6011

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ	Accelerated filer ¨
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o  No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

	Shares Outstanding at
Class	July 22, 2013
Common stock, no par value per share	53,539,136

TITAN INTERNATIONAL, INC.

TABLE OF CONTENTS

		Page
Part I.	Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012	1
	Consolidated Condensed Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2013 and 2012	2
	Consolidated Condensed Balance Sheets as of June 30, 2013, and December 31, 2012	3
	Consolidated Condensed Statement of Changes in Equity for the Six Months Ended June 30, 2013	4
	Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012	5
	Notes to Consolidated Condensed Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43
Part II.	Other Information
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 6.	Exhibits	44
	Signatures	44

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(All amounts in thousands, except per share data)

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Net sales	$	593,291		$	459,233		$	1,171,678		$	922,321
Cost of sales	506,636			377,147			988,272			746,872
Gross profit	86,655			82,086			183,406			175,449
Selling, general and administrative expenses	43,653			23,410			86,096			54,245
Research and development expenses	2,801			1,189			5,503			2,697
Royalty expense	3,295			2,652			7,018			5,001
Supply agreement termination income	—			(26,134		)	—			(26,134		)
Income from operations	36,906			80,969			84,789			139,640
Interest expense	(13,069		)	(6,217		)	(23,510		)	(12,512		)
Convertible debt conversion charge	—			—			(7,273		)	—
Gain on earthquake insurance recovery	22,451			—			22,451			—
Other income (expense)	(2,429		)	613			(1,010		)	3,724
Income before income taxes	43,859			75,365			75,447			130,852
Provision for income taxes	21,003			31,040			33,202			51,133
Net income	22,856			44,325			42,245			79,719
Net income (loss) attributable to noncontrolling interests	(361		)	269			(447		)	244
Net income attributable to Titan	$	23,217		$	44,056		$	42,692		$	79,475
Earnings per common share:
Basic	$	.43		$	1.05		$	.81		$	1.89
Diluted	$	.40		$	.84		$	.74		$	1.53
Average common shares and equivalents outstanding:
Basic	53,426			42,158			52,625			42,132
Diluted	59,504			53,516			59,527			53,492
Dividends declared per common share:	$	.005		$	.005		$	.010		$	.010

See accompanying Notes to Consolidated Financial Statements.

1

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(All amounts in thousands)

	Three months ended
	June 30,
	2013			2012
Net income	$	22,856		$	44,325
Unrealized (loss) on investments, net of tax of $0 and $3,276, respectively	—			(5,580		)
Currency translation adjustment, net	(25,171		)	(8,136		)
Pension liability adjustments, net of tax of $586 and $491, respectively	1,070			836
Comprehensive income (loss)	(1,245		)	31,445
Net comprehensive income (loss) attributable to noncontrolling interests	(3,167		)	269
Comprehensive income attributable to Titan	$	1,922		$	31,176

	Six months ended
	June 30,
	2013			2012
Net income	$	42,245		$	79,719
Unrealized gain (loss) on investments, net of tax of $0 and $199, respectively	(3		)	337
Currency translation adjustment, net	(25,367		)	(4,569		)
Pension liability adjustments, net of tax of $1,113 and $982, respectively	2,021			1,672
Comprehensive income	18,896			77,159
Net comprehensive income (loss) attributable to noncontrolling interests	(3,158		)	244
Comprehensive income attributable to Titan	$	22,054		$	76,915

See accompanying Notes to Consolidated Financial Statements.

2

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(All amounts in thousands, except share data)

	June 30,			December 31,
Assets	2013			2012
Current assets
Cash and cash equivalents	$	424,387		$	189,114
Accounts receivable, net	335,854			297,798
Inventories	368,963			366,385
Deferred income taxes	30,208			50,558
Prepaid and other current assets	87,557			92,268
Total current assets	1,246,969			996,123
Property, plant and equipment, net	554,154			568,344
Goodwill	22,343			24,941
Deferred income taxes	7,566			8,383
Other assets	113,515			112,444
Total assets	$	1,944,547		$	1,710,235
Liabilities and Equity
Current liabilities
Short-term debt	$	105,110		$	145,801
Accounts payable	211,878			180,065
Other current liabilities	134,172			141,214
Total current liabilities	451,160			467,080
Long-term debt	638,846			441,438
Deferred income taxes	50,305			62,259
Other long-term liabilities	103,518			107,096
Total liabilities	1,243,829			1,077,873
Equity
Titan stockholders' equity
Common stock (no par, 120,000,000 shares authorized, 55,253,092 and 50,350,048 issued,   respectively)	—			—
Additional paid-in capital	556,455			507,199
Retained earnings	215,564			173,407
Treasury stock (at cost, 1,724,107 and 1,787,844 shares, respectively)	(15,873		)	(16,445		)
Treasury stock reserved for deferred compensation	(1,075		)	(1,075		)
Accumulated other comprehensive loss	(77,107		)	(56,469		)
Total Titan stockholders’ equity	677,964			606,617
Noncontrolling interests	22,754			25,745
Total equity	700,718			632,362
Total liabilities and equity	$	1,944,547		$	1,710,235

See accompanying Notes to Consolidated Financial Statements.

3

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

(All amounts in thousands, except share data)

	Number of common shares	Additional paid-in capital			Retained earnings			Treasury stock			Treasury stock  reserved for deferred compensation			Accumulated other comprehensive income (loss)			Total Titan Equity			Noncontrolling interest			Total Equity
Balance January 1, 2013	48,562,204	$	507,199		$	173,407		$	(16,445	)	$	(1,075	)	$	(56,469	)	$	606,617		$	25,745		$	632,362
Net income					42,692												42,692			(447		)	42,245
Currency translation adjustment														(22,656		)	(22,656		)	(2,711		)	(25,367		)
Pension liability adjustments, net of tax														2,021			2,021						2,021
Unrealized loss on investment														(3		)	(3		)				(3		)
Dividends on common stock					(535		)										(535		)				(535		)
Note conversion	4,903,044	45,903															45,903						45,903
Exercise of stock options	48,568	405						436									841						841
Acquisition																	—			167			167
Stock-based compensation		2,800															2,800						2,800
Tax benefit related to stock-based compensation		(42		)													(42		)				(42		)
Issuance of treasury stock under 401(k) plan	15,169	190						136									326						326
Balance June 30, 2013	53,528,985	$	556,455		$	215,564		$	(15,873	)	$	(1,075	)	$	(77,107	)	$	677,964		$	22,754		$	700,718

See accompanying Notes to Consolidated Financial Statements.

4

TITAN INTERNATIONAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(All amounts in thousands)

	Six months ended June 30,
Cash flows from operating activities:	2013			2012
Net income	$	42,245		$	79,719
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization	40,031			23,553
Amortization of debt premium	(1,202		)	—
Deferred income tax provision	9,213			572
Convertible debt conversion charge	7,273			—
Gain on earthquake insurance recovery	(22,451		)	—
Supply agreement termination income	—			(26,134		)
Stock-based compensation	2,800			2,175
Excess tax benefit from stock options exercised	42			(190		)
Insurance proceeds	35,808			—
Issuance of treasury stock under 401(k) plan	326			293
(Increase) decrease in assets:
Accounts receivable	(48,349		)	(51,659		)
Inventories	(14,599		)	(26,335		)
Prepaid and other current assets	(15,634		)	(11,305		)
Other assets	4,818			2,342
Increase (decrease) in liabilities:
Accounts payable	42,014			37,346
Other current liabilities	(402		)	(259		)
Other liabilities	4,677			18,565
Net cash provided by operating activities	86,610			48,683
Cash flows from investing activities:
Capital expenditures	(36,068		)	(19,006		)
Acquisitions, net of cash acquired	(1,671		)	—
Additional equity investment in Wheels India	(8,017		)	—
Insurance proceeds	2,879			—
Other	179			453
Net cash used for investing activities	(42,698		)	(18,553		)
Cash flows from financing activities:
Proceeds from borrowings	345,313			—
Payment on debt	(155,082		)	(14,226		)
Term loan borrowing	25,157			4,378
Convertible note conversion	(14,090		)	—
Proceeds from exercise of stock options	841			887
Excess tax benefit from stock options exercised	(42		)	190
Payment of financing fees	(5,452		)	—
Dividends paid	(511		)	(423		)
Net cash provided by (used for) financing activities	196,134			(9,194		)
Effect of exchange rate changes on cash	(4,773		)	(656		)
Net increase in cash and cash equivalents	235,273			20,280
Cash and cash equivalents, beginning of period	189,114			129,170
Cash and cash equivalents, end of period	$	424,387		$	149,450
Supplemental information:
Interest paid	$	16,375		$	11,856
Income taxes paid	$	37,207		$	46,944
Noncash investing and financing information:
Issuance of common stock for convertible debt payment	$	45,903		$	—

 See accompanying Notes to Consolidated Financial Statements.

5

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

1. ACCOUNTING POLICIES

In the opinion of Titan International, Inc. (Titan or the Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are normal and recurring in nature and necessary for a fair statement of the Company's financial position as of June 30, 2013, and the results of operations and cash flows for the three and six months ended June 30, 2013 and 2012.

Accounting policies have continued without significant change and are described in the Description of Business and Significant Accounting Policies contained in the Company's 2012 Annual Report on Form 10-K. These interim financial statements have been prepared pursuant to the Securities and Exchange Commission's rules for Form 10-Q's and, therefore, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2012 Annual Report on Form 10-K.

Sales

Sales and revenues are presented net of sales taxes and other related taxes.

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 due to their short term or stated rates.  Investments in marketable equity securities are recorded at fair value.  The 7.875% senior secured notes due 2017 (senior secured notes) and 5.625% convertible senior subordinated notes due 2017 (convertible notes) are carried at cost of $544.1 million and $60.2 million at June 30, 2013, respectively. The fair value of the senior secured notes at June 30, 2013, as obtained through an independent pricing source, was approximately $579.5 million.

Cash dividends

The Company declared cash dividends of $.005 and $.010 per share of common stock for each of the three and six months ended June 30, 2013, and 2012. The second quarter 2013 cash dividend of $.005 per share of common stock was paid July 15, 2013, to stockholders of record on June 28, 2013.

Interest paid

Titan paid $0.8 million and $0.3 million for interest for the quarters ended June 30, 2013 and 2012, respectively, and $16.4 million and $11.9 million for interest for the six months ended June 30, 2013 and 2012, respectively.

Income taxes paid

Titan paid $27.2 million and $37.0 million for income taxes for the quarters ended June 30, 2013 and 2012, respectively, and $37.2 million and $46.9 million for income taxes for the six months ended June 30, 2013 and 2012, respectively.

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.

Reclassification

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

Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the date of issuance of the financial statements.

6

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

2. ACQUISITIONS

Acquisition of Titan Europe Plc.

On October 31, 2012, Titan acquired over 97% of the outstanding stock of Titan Europe Plc (Titan Europe) and in December 2012, the remaining 3% interest was acquired. Titan Europe is an international engineering group which designs and manufactures wheels, undercarriage components and assemblies for tracked and wheeled "off-road vehicles". The Titan Europe acquisition allowed the Company to expand its global presence and expand its product line. Prior to the acquisition, Titan held a 21.8% ownership percentage in Titan Europe. Titan Europe shareholders received one share of new Titan common stock for every 11 Titan Europe shares held. A total of 6,257,051 new shares of Titan were issued with a value of $121.8 million. In addition, Titan paid cash of $5.6 million for option payouts and partial shares. Titan's previous investment in Titan Europe had a fair value on the acquisition date of $31.7 million based on Titan Europe's stock price on the AIM market in London. Total consideration including the value of stock issued, cash payments, and the fair value of previously held Titan Europe shares totaled $159.1 million. A gain of $26.7 million was recorded on Titan's previously held interest in Titan Europe which was recorded as Noncash Titan Europe Plc gain in the consolidated statement of operations. This gain was previously recorded in other comprehensive income.

The purchase price was allocated to the assets acquired and liabilities assumed based on their fair values. Inventory was valued using the comparative sales method. Real and personal property was valued at fair value. The Company continues to evaluate the preliminary purchase price allocation, primarily the value of certain deferred taxes and property, plant & equipment, and may revise the purchase price allocation in future periods as these estimates are finalized.

The purchase price allocation of the Titan Europe acquisition consisted of the following (amounts in thousands):

Cash	$	39,122
Accounts receivable	128,585
Inventories	178,407
Deferred income taxes - current asset	22,068
Prepaid & other current assets	21,745
Earthquake insurance receivable	17,024
Property, plant & equipment	217,309
Investment in Wheels India Limited	36,804
Other assets	8,414
Short term debt	(96,822		)
Accounts payable	(142,752		)
Other current liabilities	(56,391		)
Long term debt	(158,183		)
Deferred income taxes - noncurrent liability	(12,636		)
Other noncurrent liabilities	(31,874		)
Net assets acquired	$	170,820

The purchase price allocation has changed from that reported in the Form 10-K for the year ended December 31, 2012, and the 10-Q for the quarter ended March 31, 2013. Titan Europe's wheel manufacturing facility in Finale Emilia, Italy experienced damage from an earthquake in May 2012, prior to Titan's acquisition of Titan Europe.  The plant was closed for production during initial remedial work. This resulted in a limited transfer of production to other facilities within Titan Europe as well as sourcing product from facilities in the US owned by Titan and competitors.  In the second quarter of 2013, Titan received a final insurance settlement payment of $38.7 million. As a result of this information, Titan has recorded an earthquake insurance receivable of $17.0 million, decreased the current deferred income taxes by $5.3 million, and recorded bargain purchase gain of $11.7 million for the year ended December 31, 2012.

7

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Pro forma financial information

The following unaudited pro forma financial information gives effect to the acquisition of Titan Europe Plc as if the acquisition had taken place on January 1, 2012. The pro forma financial information for Titan Europe Plc was derived from the historical accounting records of Titan Europe. The Titan Europe results were adjusted to reflect additional depreciation.

Pro forma financial information is as follows (in thousands, except per share data):

	Six Months ended June 30, 2012
Net sales	$	1,313,277
Net income	87,344
Net income attributable to Titan	87,100
Basic earnings per share	$	1.80
Diluted earnings per share	1.50

The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2012, nor is it necessarily indicative of Titan's future consolidated results of operations or financial position.

3. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following (amounts in thousands):

	June 30, 2013			December 31, 2012
Accounts receivable	$	343,599		$	302,928
Allowance for doubtful accounts	(7,745		)	(5,130		)
Accounts receivable, net	$	335,854		$	297,798

Accounts receivable are reduced by an allowance for doubtful accounts which is based on historical losses.

4. INVENTORIES

Inventories consisted of the following (amounts in thousands):

	June 30, 2013			December 31, 2012
Raw material	$	134,840		$	153,308
Work-in-process	56,789			69,030
Finished goods	184,750			154,785
	376,379			377,123
Adjustment to LIFO basis	(7,416		)	(10,738		)
	$	368,963		$	366,385

At June 30, 2013, approximately 14% of the Company's inventories were valued under the last-in, first-out (LIFO) method. At December 31, 2012, approximately 16% of the Company's inventories were valued under the LIFO method. The remaining inventories were valued under the first-in, first-out (FIFO) method or average cost method. All inventories are valued at lower of cost or market. The LIFO reserve decreased primarily as a result of the composition of inventory. An overall increase in raw material relative to total inventory resulted in a greater decrease in the FIFO cost versus the LIFO cost.

8

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consisted of the following (amounts in thousands):

	June 30, 2013			December 31, 2012
Land and improvements	$	64,270		$	66,012
Buildings and improvements	190,173			192,135
Machinery and equipment	566,225			555,261
Tools, dies and molds	103,112			117,341
Construction-in-process	57,396			49,136
	981,176			979,885
Less accumulated depreciation	(427,022		)	(411,541		)
	$	554,154		$	568,344

Depreciation on fixed assets for the six months ended June 30, 2013 and 2012, totaled $37.8 million and $22.6 million, respectively.

Included in the total building and improvements are capital leases of $4.4 million and $4.5 million at June 30, 2013, and December 31, 2012, respectively. Included in the total of machinery and equipment are capital leases of $35.8 million and $36.0 million at June 30, 2013, and December 31, 2012, respectively.

6. GOODWILL AND INTANGIBLE ASSETS

Changes in goodwill consisted of the following (amounts in thousands):

	2013									2012
				Earthmoving/									Earthmoving/
	Agricultural			Construction						Agricultural			Construction
	Segment			Segment			Total			Segment			Segment		Total
Goodwill balance, January 1	$	11,522		$	13,419		$	24,941		$	19,841		$	—	$	19,841
Acquisition adjustment	—			—			—			(7,289		)	—		(7,289		)
Foreign currency translation	(993		)	(1,605		)	(2,598		)	(904		)	—		(904		)
Goodwill balance, June 30	$	10,529		$	11,814		$	22,343		$	11,648		$	—	$	11,648

The Company's agricultural segment goodwill balance is related to the acquisition of Goodyear's Latin American farm tire business which included the Sao Paulo, Brazil manufacturing facility. The Company's earthmoving/construction goodwill balance is related to the acquisition of Planet Group in August 2012. 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's consumer segment does not have any recorded goodwill.

9

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

The components of intangible assets consisted of the following (amounts in thousands):

	Weighted- Average Useful Lives (in Years)	June 30, 2013		December 31, 2012
Amortizable intangible assets:
Customer relationships	14.0	17,125		19,357
Patents, trademarks and other	2.2	3,297		3,658
Total at cost		20,422		23,015
Less accumulated amortization		(2,777	)	(1,807	)
		17,645		21,208

Amortization related to intangible assets for the six months ended June 30, 2013 and 2012, totaled $1.2 million and $0.1 million, respectively. Intangible assets are included as a component of other assets in the consolidated condensed balance sheet.

The estimated aggregate amortization expense at June 30, 2013, is as follows (amounts in thousands):

July 1 - December 31, 2013	$	1,053
2014	2,103
2015	1,732
2016	1,158
2017	1,096
Thereafter	10,503
	$	17,645

7. WARRANTY

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

	2013			2012
Warranty liability, January 1	$	27,482		$	17,659
Provision for warranty liabilities	24,078			15,568
Warranty payments made	(17,079		)	(12,040		)
Warranty liability, June 30	$	34,481		$	21,187

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 Condensed Balance Sheets.

10

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

8. REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

Long-term debt consisted of the following (amounts in thousands):

	June 30, 2013		December 31, 2012
7.875% senior secured notes due 2017 - Issued 2013	$	325,000	$	—
Unamortized premium based on 7.875% notes issued 2013	19,111		—
7.875% senior secured notes due 2017 - Issued 2010	200,000		200,000
European credit facilities	82,114		202,097
5.625% convertible senior subordinated notes due 2017	60,161		112,881
Other debt	54,744		69,151
Capital leases	2,826		3,110
	743,956		587,239
Less amounts due within one year	105,110		145,801
	$	638,846	$	441,438

Aggregate maturities of long-term debt at June 30, 2013, were as follows (amounts in thousands):

July 1 - December 31, 2013	$	102,426
2014	20,762
2015	9,857
2016	18,814
2017	589,589
Thereafter	2,508
	$	743,956

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 Tire Corporation of Bryan, Titan Tire Corporation of Freeport and Titan Wheel Corporation of Illinois.  The Company’s senior secured notes outstanding balance was $525.0 million at June 30, 2013 including $200.0 million issued in 2010 and $325.0 million issued in 2013. The 2013 amount was issued at a premium. Otherwise, all the notes have the same terms. The senior secured notes issued in 2013 have an imputed interest rate of 6.277% and an unamortized premium balance of $19.1 million at June 30, 2013.

Titan Europe credit facilities

The Titan Europe credit facilities contain borrowings from various institutions totaling $82.1 million at June 30, 2013. Maturity dates on this debt range from less than one year to eleven years and interest rates range from 2% to 6.9%. The European facilities are secured by the assets of select European subsidiaries.

11

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

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 notes balance was $60.2 million at June 30, 2013.

In the first quarter of 2013, the Company closed an Exchange Agreement with a note holder of the convertible notes. The two parties privately negotiated an agreement to exchange approximately $52.7 million in aggregate principal amount of the convertible notes for approximately 4.9 million shares of the Company's common stock plus a cash payment totaling $14.2 million. In connection with this exchange, the Company recognized a charge of $7.3 million in accordance with accounting standards related to debt conversions.

Revolving credit facility

The Company’s $150 million revolving credit facility (credit facility) with agent Bank of America, N.A. has a December 2017 termination date and is collateralized by the accounts receivable and inventory of Titan and certain of its domestic subsidiaries.  During the first six months of 2013 and at June 30, 2013, there were no borrowings under the credit facility.

Other debt

Brazil Revolving Line of Credit

The Company's wholly-owned Brazilian subsidiary, Titan Pneus Do Brasil Ltda (Titan Brazil), has a revolving line of credit (Brazil line of credit) established with Bank of America Merrill Lynch Banco Multiplo S.A. in May 2011. Titan Brazil could borrow up to 16.0 million Brazilian Reais, which equates to approximately $7.2 million dollars as of June 30, 2013, for working capital purposes. Under the terms of the Brazil line of credit, borrowings, if any, bear interest at a rate of 1 month LIBOR plus 247 basis points. During the first six months of 2013 and at June 30, 2013 there were no borrowings outstanding on this line of credit.

Brazil Other Debt

Titan Brazil has working capital loans for the Sao Paulo, Brazil manufacturing facility totaling $9.3 million at June 30, 2013.

Australia Other Debt

Titan National Australia Holdings has capital leases totaling $1.2 million at June 30, 2013.

Titan Europe Other Debt

Titan Europe has overdraft facilities totaling $44.2 million at June 30, 2013.

Titan Europe Capital Leases

Titan Europe has capital lease obligations totaling $2.8 million at June 30, 2013.

12

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

9. DERIVATIVE FINANCIAL INSTRUMENTS

Prior to the April 2013 payoff of its Term Loan with Bank of America, N.A. (BoA Term Loan), the Company used financial derivatives to mitigate its exposure to volatility in the interest rate and foreign currency exchange rate in Brazil. The Company used these derivative instruments to hedge exposure in the ordinary course of business and did not invest in derivative instruments for speculative purposes. In order to reduce interest rate and foreign currency risk on the BoA Term Loan, the Company entered into an interest rate swap agreement and cross currency swap transactions with Bank of America Merrill Lynch Banco Multiplo S.A. that was designed to convert the outstanding $5.0 million US Dollar based LIBOR loan to a Brazilian Real based CDI loan. The Company did not designate these agreements as a hedging instrument. Changes in the fair value of the cross currency swap were recorded in other income (expense) and changes in the fair value of the interest rate swap agreement were recorded as interest expense (or gain as an offset to interest expense). For the three months ended June 30, 2013, the Company recorded $(0.5) million of other expense and $0.0 million of interest expense related to these derivatives. For the six months ended June 30, 2013, the Company recorded $(0.6) million of other expense and $0.1 million of interest expense related to these derivatives.

The Company also used derivative financial instruments to manage its exposure to market risks from changes in interest rates in Europe. These derivative financial instruments are recognized at fair value. The Company has not designated these financial instruments as hedging instruments. Any gain or loss on the re-measurement of the fair value is taken to interest expense. For the three months ended June 30, 2013, the Company recorded interest expense of $0.0 million related to these derivatives. For the six months ended June 30, 2013, the Company recorded an offset to interest expense of $1.1 million related to these derivatives.

10. 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. 

At June 30, 2013, future minimum rental commitments under noncancellable operating leases with initial terms of at least one year were as follows (amounts in thousands):

July 1 - December 31, 2013	$	7,401
2014	7,320
2015	4,627
2016	3,590
2017	5,776
Total future minimum lease payments	$	28,714

At June 30, 2013, the Company had assets held as capital leases with a net book value of $9.4 million included in property, plant and equipment. Total future capital lease obligations relating to these leases are as follows (amounts in thousands):

July 1 - December 31, 2013	$	854
2014	899
2015	522
2016	304
2017	135
Thereafter	112
Total future capital lease obligation payments	2,826
Less amount representing interest	(171		)
Present value of future capital lease obligation payments	$	2,655

13

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

11. EMPLOYEE BENEFIT PLANS

The Company has three frozen defined benefit pension plans covering certain employees or former employees of three U.S. subsidiaries. The Company also has pension plans covering certain employees of several foreign subsidiaries. The Company also sponsors four 401(k) retirement savings plans in the U.S. and a number of defined contribution plans at foreign subsidiaries. The Company contributed approximately $3.2 million to the pension plans during the six months ended June 30, 2013 and expects to contribute approximately $3.6 million to the pension plans during the remainder of 2013.

The components of net periodic pension cost consisted of the following (amounts in thousands):

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Service cost	$	214		$	—		$	386		$	—
Interest cost	1,350			1,133			2,704			2,266
Expected return on assets	(1,396		)	(1,252		)	(2,792		)	(2,504		)
Amortization of unrecognized prior service cost	34			34			68			68
Amortization of net unrecognized loss	1,317			1,293			2,635			2,586
Net periodic pension cost	$	1,519		$	1,208		$	3,001		$	2,416

12. ROYALTY EXPENSE

The Company has a trademark license agreement with Goodyear to manufacture and sell certain tires in North America and Latin America under the Goodyear name.  The North American and Latin American farm tire royalties were prepaid for seven years as part of the 2011 Goodyear Latin American farm tire acquisition. In May 2012, the Company and Goodyear entered into an agreement under which Titan will sell certain non-farm tire products directly to third party customers and pay a royalty to Goodyear. Royalty expenses recorded were $3.3 million and $2.7 million for the quarters ended June 30, 2013 and 2012, respectively. Royalty expenses were $7.0 million and $5.0 million for the six months ended June 30, 2013 and 2012, respectively.

13. SUPPLY AGREEMENT TERMINATION INCOME

Supply agreement termination income consisted of the following (amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Supply agreement termination income	$	—	$	26,134	$	—	$	26,134

The Company's April 2011 acquisition of Goodyear's farm tire business included a three year supply agreement with Goodyear for certain non-farm tire products. A liability was recorded as the supply agreement was for sales at below market prices. In May 2012, the Company and Goodyear terminated this supply agreement and entered into an agreement under which Titan will sell these products directly to third party customers and pay a royalty to Goodyear. The remaining balance of the supply agreement liability was recorded as income as the Company is no longer obligated to sell the products at below market prices.

14

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

14. GAIN ON EARTHQUAKE INSURANCE RECOVERY

Gain on earthquake insurance recovery consisted of the following (amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Gain on earthquake insurance recovery	$	22,451	$	—	$	22,451	$	—

Titan Europe's wheel manufacturing facility in Finale Emilia, Italy experienced damage from an earthquake in May 2012, prior to Titan's acquisition of Titan Europe.  The plant was closed for production during initial remedial work. This resulted in a limited transfer of production to other facilities within Titan Europe as well as sourcing product from facilities in the US owned by Titan and competitors.  In the second quarter of 2013, Titan received a final insurance settlement payment of $38.7 million, which offset the earthquake insurance receivable and resulted in a gain of $22.5 million.

15. OTHER INCOME (EXPENSE)

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

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Interest income	$	1,530		$	180		$	1,931		$	385
Discount amortization on prepaid royalty	787			933			1,703			1,972
Other income	468			181			1,238			665
Wheels India Limited equity gain	460			—			275			—
Building rental income	224			188			404			363
Investment gain (loss) related to contractual obligation investments	213			(473		)	93			795
Currency exchange loss	(6,111		)	(396		)	(6,654		)	(456		)
	$	(2,429	)	$	613		$	(1,010	)	$	3,724

The Company's investment in Wheels India Limited increased from 35.9% to 41.7% during the second quarter of 2013.

16. INCOME TAXES

The Company recorded income tax expense of $21.0 million and $33.2 million for the three and six months ended June 30, 2013, respectively, as compared to $31.0 million and $51.1 million for the three and six months ended June 30, 2012. The Company's effective income tax rate was 44% and 39% for the six months ended June 30, 2013 and 2012, respectively.

The Company's 2013 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 the Italian law changing the insurance proceeds from the earthquake to non-taxable. In addition, as a result of the reassessment of the realizability of the deferred tax assets, the valuation allowance was established on the Italy net deferred tax assets. This valuation allowance was needed due to the decrease in expectations related to taxable income related to the insurance proceeds becoming non-taxable as a result of the tax law change. Other items contributing to the rate difference are state tax expense, expense for unrecognized tax benefits, foreign earnings, domestic production activities deduction, and tax deductible expenses related to the convertible bond repurchase.

15

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Accounting standards for income taxes provide that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination. The Company's unrecognized tax benefits were $17.9 million and $14.3 million as of June 30, 2013 and December 31, 2012, respectively. As of June 30, 2013, $14.2 million would affect income tax expense if recognized. The majority of the increase in unrecognized tax benefits relates to potential state tax exposures. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. The amount of accrued interest and penalties included in the unrecognized tax benefits at June 30, 2013 and December 31, 2012 was $3.0 million and $2.4 million, respectively.

17. EARNINGS PER SHARE

Earnings per share (EPS) were as follows (amounts in thousands, except per share data):

	Three months ended
	June 30, 2013					June 30, 2012
	Titan Net income		Weighted- average shares	Per share  amount		Titan Net income		Weighted- average shares	Per share  amount
Basic earnings per share	$	23,217	53,426	$	0.43	$	44,056	42,158	$	1.05
Effect of stock options/trusts	—		280			—		270
Effect of convertible notes	609		5,798			1,143		11,088
Diluted earnings per share	$	23,826	59,504	$	0.40	$	45,199	53,516	$	0.84

	Six months ended
	June 30, 2013					June 30, 2012
	Titan Net income		Weighted- average shares	Per share  amount		Titan Net income		Weighted- average shares	Per share  amount
Basic earnings per share	$	42,692	52,625	$	0.81	$	79,475	42,132	$	1.89
Effect of stock options/trusts	—		290			—		272
Effect of convertible notes	1,381		6,612			2,286		11,088
Diluted earnings per share	$	44,073	59,527	$	0.74	$	81,761	53,492	$	1.53

There were no stock options/trusts or convertible notes that were antidilutive for the periods presented.

18. 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.

16

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

19. SEGMENT INFORMATION

The table below presents information about certain revenues and income from operations used by the chief executive officer of the Company for the three and six months ended June 30, 2013 and 2012 (amounts in thousands):

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Revenues from external customers
Agricultural	$	323,943		$	288,993		$	634,496		$	584,798
Earthmoving/construction	208,226			110,541			417,842			215,109
Consumer	61,122			59,699			119,340			122,414
	$	593,291		$	459,233		$	1,171,678		$	922,321
Gross profit
Agricultural	$	56,150		$	59,501		$	110,220		$	125,593
Earthmoving/construction	26,820			19,562			64,315			41,909
Consumer	4,331			3,773			10,478			9,472
Unallocated corporate	(646		)	(750		)	(1,607		)	(1,525		)
	$	86,655		$	82,086		$	183,406		$	175,449
Income from operations
Agricultural	$	45,686		$	54,562		$	87,301		$	115,225
Earthmoving/construction	8,519			17,516			29,198			37,917
Consumer	1,027			27,416			4,169			30,518
Unallocated corporate	(18,326		)	(18,525		)	(35,879		)	(44,020		)
Income from operations	36,906			80,969			84,789			139,640
Interest expense	(13,069		)	(6,217		)	(23,510		)	(12,512		)
Convertible debt conversion charge	—			—			(7,273		)	—
Gain on earthquake insurance recovery	22,451			—			22,451			—
Other income (expense), net	(2,429		)	613			(1,010		)	3,724
Income before income taxes	$	43,859		$	75,365		$	75,447		$	130,852

Assets by segment were as follows (amounts in thousands):

	June 30, 2013		December 31, 2012
Total assets
Agricultural	$	716,139	$	630,222
Earthmoving/construction	798,040		851,995
Consumer	144,476		142,341
Unallocated corporate	285,892		85,677
	$	1,944,547	$	1,710,235

17

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

20. FAIR VALUE MEASUREMENTS

Accounting standards for fair value measurements establish 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):

	June 30, 2013										December 31, 2012
	Total			Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3
Contractual obligation investments	$	7,502		$	7,502	$	—		$	—	$	7,408		$	7,408	$	—		$	—
Interest rate swap	—			—		—			—		1,048			—		1,048			—
Preferred stock	250			—		—			250		250			—		—			250
Derivative financial instruments liability	(145		)	—		(145		)	—		(7,376		)	—		(7,376		)	—
Total	$	7,607		$	7,502	$	(145	)	$	250	$	1,330		$	7,408	$	(6,328	)	$	250

The following table presents the changes during the periods presented in Titan's Level 3 investments that are measured at fair value on a recurring basis (amounts in thousands):

	Preferred stock
Balance at December 31, 2012	$	250
Total realized and unrealized gains and losses	—
Balance as of June 30, 2013	$	250

21. 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.  Sales of Titan products to these companies were approximately $0.8 million and $1.4 million for the three and six months ended June 30, 2013, respectively, as compared to $0.7 million and $1.1 million for the three and six months ended June 30, 2012. Titan had trade receivables due from these companies of approximately $0.3 million at June 30, 2013, and approximately $0.2 million at December 31, 2012.  On other sales referred to Titan from the above manufacturing representative companies, commissions were approximately $0.6 million and $1.3 million for the three and six months ended June 30, 2013, respectively as compared to $0.7 million and $1.4 million for the three and six months ended June 30, 2012.

The Company has a 41.7% equity stake in Wheels India Limited, a company incorporated in India and listed on the National Stock Exchange in India. The Company had trade payables due to Wheels India of approximately $0.2 million at June 30, 2013, and approximately $0.4 million at December 31, 2012.

18

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

In the second quarter of 2013, the Company sold Titan Wheels Australia, a 100% owned subsidiary, to Titan National Australia Holdings, a 56% owned subsidiary operating as the Planet Corporation Group. The Company maintained financial control over Titan Wheels Australia and no gain or loss was recognized for the transaction.

22. 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 April 1, 2013	$	(21,084	)	$	—	$	(34,728	)	$	(55,812	)
Other comprehensive income (loss) before
reclassifications	(22,365		)	—		—			(22,365		)
Reclassification adjustments:
Amortization of unrecognized losses and prior
service cost, net of tax of $(586)	—			—		1,070			1,070
Balance at June 30, 2013	$	(43,449	)	$	—	$	(33,658	)	$	(77,107	)

	Currency Translation Adjustments			Unrealized Gain (Loss) on Investments			Unrecognized Losses and Prior Service Cost			Total
Balance at January 1, 2013	$	(20,793	)	$	3		$	(35,679	)	$	(56,469	)
Other comprehensive income (loss) before
reclassifications	(22,656		)	(3		)	—			(22,659		)
Reclassification adjustments:
Amortization of unrecognized losses and prior
service cost, net of tax of $(1,113)	—			—			2,021			2,021
Balance at June 30, 2013	$	(43,449	)	$	—		$	(33,658	)	$	(77,107	)

23. SUBSIDIARY GUARANTOR FINANCIAL INFORMATION

The Company's 7.875% senior secured notes and 5.625% convertible senior subordinated notes are guaranteed by the following 100% owned subsidiaries of the Company: Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport, and Titan Wheel Corporation of Illinois. The note guarantees are full and unconditional, joint and several obligations of the guarantors. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. 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.

19

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Three Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	323,482	$	269,809		$	—		$	593,291
Cost of sales	277			261,789		244,570			—			506,636
Gross profit (loss)	(277		)	61,693		25,239			—			86,655
Selling, general and administrative expenses	2,130			20,300		21,223			—			43,653
Research and development expenses	(28		)	1,400		1,429			—			2,801
Royalty expense	—			1,850		1,445			—			3,295
Income (loss) from operations	(2,379		)	38,143		1,142			—			36,906
Interest expense	(10,833		)	—		(2,236		)	—			(13,069		)
Gain on earthquake insurance recovery	—			—		22,451			—			22,451
Intercompany interest income (expense)	2,192			—		(2,192		)	—			—
Other income (expense)	904			2		(3,335		)	—			(2,429		)
Income (loss) before income taxes	(10,116		)	38,145		15,830			—			43,859
Provision for income taxes	6,491			13,637		875			—			21,003
Equity in earnings of subsidiaries	39,463			—		14,892			(54,355		)	—
Net income (loss)	22,856			24,508		29,847			(54,355		)	22,856
Net loss noncontrolling interests	—			—		(361		)	—			(361		)
Net income (loss) attributable to Titan	$	22,856		$	24,508	$	30,208		$	(54,355	)	$	23,217

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Three Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	373,035	$	86,198		$	—		$	459,233
Cost of sales	257			297,636		79,254			—			377,147
Gross profit (loss)	(257		)	75,399		6,944			—			82,086
Selling, general and administrative expenses	3,396			15,062		4,952			—			23,410
Research and development expenses	48			1,081		60			—			1,189
Royalty expense	—			1,779		873			—			2,652
Supply agreement termination income	—			—		(26,134		)	—			(26,134		)
Income (loss) from operations	(3,701		)	57,477		27,193			—			80,969
Interest expense	(6,045		)	—		(172		)	—			(6,217		)
Other income	283			313		17			—			613
Income (loss) before income taxes	(9,463		)	57,790		27,038			—			75,365
Provision for income taxes	1,884			18,872		10,284			—			31,040
Equity in earnings of subsidiaries	55,672			—		18,822			(74,494		)	—
Net income (loss)	44,325			38,918		35,576			(74,494		)	44,325
Net income noncontrolling interests	—			—		269			—			269
Net income (loss) attributable to Titan	$	44,325		$	38,918	$	35,307		$	(74,494	)	$	44,056

20

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Six Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	647,376	$	524,302		$	—		$	1,171,678
Cost of sales	667			518,015		469,590			—			988,272
Gross profit (loss)	(667		)	129,361		54,712			—			183,406
Selling, general and administrative expenses	4,447			38,124		43,525			—			86,096
Research and development expenses	(18		)	2,713		2,808			—			5,503
Royalty expense	—			3,628		3,390			—			7,018
Income (loss) from operations	(5,096		)	84,896		4,989			—			84,789
Interest expense	(18,564		)	—		(4,946		)	—			(23,510		)
Convertible debt conversion charge	(7,273		)	—		—			—			(7,273		)
Gain on earthquake insurance recovery	—			—		22,451			—			22,451
Intercompany interest income (expense)	2,689			—		(2,689		)	—			—
Other income (expense)	1,548			26		(2,584		)	—			(1,010		)
Income (loss) before income taxes	(26,696		)	84,922		17,221			—			75,447
Provision (benefit) for income taxes	(1,844		)	30,590		4,456			—			33,202
Equity in earnings of subsidiaries	67,097			—		33,524			(100,621		)	—
Net income (loss)	42,245			54,332		46,289			(100,621		)	42,245
Net loss noncontrolling interests	—			—		(447		)	—			(447		)
Net income (loss) attributable to Titan	$	42,245		$	54,332	$	46,736		$	(100,621	)	$	42,692

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Six Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	744,164	$	178,157		$	—		$	922,321
Cost of sales	559			582,660		163,653			—			746,872
Gross profit (loss)	(559		)	161,504		14,504			—			175,449
Selling, general and administrative expenses	13,983			30,737		9,525			—			54,245
Research and development expenses	172			2,379		146			—			2,697
Royalty expense	—			3,472		1,529			—			5,001
Supply agreement termination income	—			—		(26,134		)	—			(26,134		)
Income (loss) from operations	(14,714		)	124,916		29,438			—			139,640
Interest expense	(12,107		)	—		(405		)	—			(12,512		)
Other income	2,457			810		457			—			3,724
Income (loss) before income taxes	(24,364		)	125,726		29,490			—			130,852
Provision (benefit) for income taxes	(5,068		)	43,913		12,288			—			51,133
Equity in earnings of subsidiaries	99,015			—		18,822			(117,837		)	—
Net income (loss)	79,719			81,813		36,024			(117,837		)	79,719
Net income noncontrolling interests	—			—		244			—			244
Net income (loss) attributable to Titan	$	79,719		$	81,813	$	35,780		$	(117,837	)	$	79,475

21

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Three Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	22,856		$	24,508	$	29,847		$	(54,355	)	$	22,856
Currency translation adjustment, net	(25,171		)	—		(25,171		)	25,171			(25,171		)
Pension liability adjustments, net of tax	1,070			781		289			(1,070		)	1,070
Comprehensive income (loss)	(1,245		)	25,289		4,965			(30,254		)	(1,245		)
Net comprehensive loss attributable to noncontrolling interests	—			—		(3,167		)	—			(3,167		)
Comprehensive income (loss) attributable to Titan	$	(1,245	)	$	25,289	$	8,132		$	(30,254	)	$	1,922

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Three Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	44,325		$	38,918	$	35,576		$	(74,494	)	$	44,325
Unrealized gain (loss) on investments, net of tax	(5,580		)	—		(5,580		)	5,580			(5,580		)
Currency translation adjustment, net	(8,136		)	—		(8,136		)	8,136			(8,136		)
Pension liability adjustments, net of tax	836			790		46			(836		)	836
Comprehensive income (loss)	31,445			39,708		21,906			(61,614		)	31,445
Net comprehensive income attributable to noncontrolling interests	—			—		269			—			269
Comprehensive income (loss) attributable to Titan	$	31,445		$	39,708	$	21,637		$	(61,614	)	$	31,176

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Six Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	42,245		$	54,332	$	46,289		$	(100,621	)	$	42,245
Unrealized gain (loss) on investments, net of tax	(3		)	—		(3		)	3			(3		)
Currency translation adjustment, net	(25,367		)	—		(25,367		)	25,367			(25,367		)
Pension liability adjustments, net of tax	2,021			1,562		459			(2,021		)	2,021
Comprehensive income (loss)	18,896			55,894		21,378			(77,272		)	18,896
Net comprehensive loss attributable to noncontrolling interests	—			—		(3,158		)	—			(3,158		)
Comprehensive income (loss) attributable to Titan	$	18,896		$	55,894	$	24,536		$	(77,272	)	$	22,054

22

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Six Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	79,719		$	81,813	$	36,024		$	(117,837	)	$	79,719
Unrealized gain (loss) on investments, net of tax	337			—		337			(337		)	337
Currency translation adjustment, net	(4,569		)	—		(4,569		)	4,569			(4,569		)
Pension liability adjustments, net of tax	1,672			1,580		92			(1,672		)	1,672
Comprehensive income (loss)	77,159			83,393		31,884			(115,277		)	77,159
Net comprehensive income attributable to noncontrolling interests	—			—		244			—			244
Comprehensive income (loss) attributable to Titan	$	77,159		$	83,393	$	31,640		$	(115,277	)	$	76,915

(Amounts in thousands)	Consolidating Condensed Balance Sheets June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	326,016		$	4		$	98,367	$	—		$	424,387
Accounts receivable	—			156,728			179,126		—			335,854
Inventories	—			137,006			231,957		—			368,963
Prepaid and other current assets	59,138			6,643			51,984		—			117,765
Total current assets	385,154			300,381			561,434		—			1,246,969
Property, plant and equipment, net	14,119			207,152			332,883		—			554,154
Investment in subsidiaries	607,585			—			128,373		(735,958		)	—
Other assets	36,962			422			106,040		—			143,424
Total assets	$	1,043,820		$	507,955		$	1,128,730	$	(735,958	)	$	1,944,547
Liabilities and Stockholders’ Equity
Short-term debt	$	4,058		$	—		$	101,052	$	—		$	105,110
Accounts payable	843			22,859			188,176		—			211,878
Other current liabilities	19,376			57,481			57,315		—			134,172
Total current liabilities	24,277			80,340			346,543		—			451,160
Long-term debt	600,214			—			38,632		—			638,846
Other long-term liabilities	42,526			32,813			78,484		—			153,823
Intercompany accounts	(301,161		)	(80,728		)	381,889		—			—
Titan stockholders' equity	677,964			475,530			260,428		(735,958		)	677,964
Noncontrolling interests	—			—			22,754		—			22,754
Total liabilities and stockholders’ equity	$	1,043,820		$	507,955		$	1,128,730	$	(735,958	)	$	1,944,547

23

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(Amounts in thousands)	Consolidating Condensed Balance Sheets December 31, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	103,154		$	4		$	85,956	$	—		$	189,114
Accounts receivable	(72		)	128,917			168,953		—			297,798
Inventories	—			142,070			224,315		—			366,385
Prepaid and other current assets	49,438			17,021			76,367		—			142,826
Total current assets	152,520			288,012			555,591		—			996,123
Property, plant and equipment, net	11,497			208,734			348,113		—			568,344
Investment in subsidiaries	565,811			—			86,189		(652,000		)	—
Other assets	35,564			499			109,705		—			145,768
Total assets	$	765,392		$	497,245		$	1,099,598	$	(652,000	)	$	1,710,235
Liabilities and Stockholders’ Equity
Short-term debt	$	—		$	—		$	145,801	$	—		$	145,801
Accounts payable	1,000			21,222			157,843		—			180,065
Other current liabilities	13,911			55,290			72,013		—			141,214
Total current liabilities	14,911			76,512			375,657		—			467,080
Long-term debt	312,881			—			128,557		—			441,438
Other long-term liabilities	44,512			35,482			89,361		—			169,355
Intercompany accounts	(213,529		)	(34,272		)	247,801		—			—
Titan stockholders' equity	606,617			419,523			232,477		(652,000		)	606,617
Noncontrolling interests	—			—			25,745		—			25,745
Total liabilities and stockholders’ equity	$	765,392		$	497,245		$	1,099,598	$	(652,000	)	$	1,710,235

24

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(Amounts in thousands)	Consolidating Condensed Statements of Cash Flows For the Six Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Net cash provided by (used for) operating activities	$	(100,008	)	$	15,562		$	171,056		$	86,610
Cash flows from investing activities:
Capital expenditures	(3,189		)	(15,564		)	(17,315		)	(36,068		)
Acquisitions, net of cash acquired	—			—			(1,671		)	(1,671		)
Additional equity investment in Wheels India	—			—			(8,017		)	(8,017		)
Insurance proceeds	—			—			2,879			2,879
Other, net	—			2			177			179
Net cash used for investing activities	(3,189		)	(15,562		)	(23,947		)	(42,698		)
Cash flows from financing activities:
Proceeds from borrowings	345,313			—			—			345,313
Payment on debt	—			—			(155,082		)	(155,082		)
Term loan borrowing	—			—			25,157			25,157
Convertible note conversion	(14,090		)	—			—			(14,090		)
Proceeds from exercise of stock options	841			—			—			841
Excess tax benefit from stock options exercised	(42		)	—			—			(42		)
Payment of financing fees	(5,452		)	—			—			(5,452		)
Dividends paid	(511		)	—			—			(511		)
Net cash provided by (used for) financing activities	326,059			—			(129,925		)	196,134
Effect of exchange rate change on cash	—			—			(4,773		)	(4,773		)
Net increase in cash and cash equivalents	222,862			—			12,411			235,273
Cash and cash equivalents, beginning of period	103,154			4			85,956			189,114
Cash and cash equivalents, end of period	$	326,016		$	4		$	98,367		$	424,387

25

TITAN INTERNATIONAL, INC.

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(Amounts in thousands)	Consolidating Condensed Statements of Cash Flows For the Six Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Net cash provided by operating activities	$	15,859		$	12,406		$	20,418		$	48,683
Cash flows from investing activities:
Capital expenditures	(1,338		)	(12,595		)	(5,073		)	(19,006		)
Other, net	—			189			264			453
Net cash used for investing activities	(1,338		)	(12,406		)	(4,809		)	(18,553		)
Cash flows from financing activities:
Payment on debt	—			—			(14,226		)	(14,226		)
Term loan borrowing	—			—			4,378			4,378
Proceeds from exercise of stock options	887			—			—			887
Excess tax benefit from stock options exercised	190			—			—			190
Dividends paid	(423		)	—			—			(423		)
Net cash provided by (used for) financing activities	654			—			(9,848		)	(9,194		)
Effect of exchange rate change on cash	—			—			(656		)	(656		)
Net increase in cash and cash equivalents	15,175			—			5,105			20,280
Cash and cash equivalents, beginning of period	125,266			4			3,900			129,170
Cash and cash equivalents, end of period	$	140,441		$	4		$	9,005		$	149,450

26

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's discussion and analysis of financial condition and results of operations (MD&A) is designed to provide a reader of these financial statements with a narrative from the perspective of the management of Titan International, Inc. (Titan or the Company) on Titan's financial condition, results of operations, liquidity and other factors which may affect the Company's future results. The MD&A in this quarterly report should be read in conjunction with the MD&A in Titan's 2012 annual report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2013.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements, including statements regarding, among other items:

• Anticipated trends in the Company’s business

• Future expenditures for capital projects

• The Company’s ability to continue to control costs and maintain quality

• Ability to meet conditions of loan agreements

• The Company’s business strategies, including its intention to introduce new products

• Expectations concerning the performance and success of the Company’s existing and new products

• The Company’s intention to consider and pursue acquisition and divestiture opportunities

Readers of this Form 10-Q should understand that these forward-looking statements are based on the Company’s expectations and are subject to a number of risks and uncertainties (including, but not limited to, the factors discussed in Item 1A, Risk Factors of the Company's most recent annual report on Form 10-K), certain of which are beyond the Company’s control.

Actual results could differ materially from these forward-looking statements as a result of certain factors, including:

• The effect of a recession on the Company and its customers and suppliers

• Changes in the Company’s end-user markets as a result of world economic or regulatory influences

• Changes in the marketplace, including new products and pricing changes by the Company’s competitors

• Ability to maintain satisfactory labor relations

• Unfavorable outcomes of legal proceedings

• Availability and price of raw materials

• Levels of operating efficiencies

• Unfavorable product liability and warranty claims

• Actions of domestic and foreign governments

• Results of investments

• Fluctuations in currency translations

• Climate change and related laws and regulations

• Risks associated with environmental laws and regulations

Any changes in such factors could lead to significantly different results.  The Company cannot provide any assurance that the assumptions referred to in the forward-looking statements or otherwise are accurate or will prove to transpire.  Any assumptions that are inaccurate or do not prove to be correct could have a material adverse effect on the Company’s ability to achieve the results as indicated in forward-looking statements.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this document will in fact transpire.

27

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

OVERVIEW

Titan International, Inc. and its subsidiaries are leading manufacturers of wheels, tires, wheel and tire assemblies, and undercarriage systems and components for off-highway vehicles used in the agricultural, earthmoving/construction and consumer markets.  Titan manufactures both wheels and tires for the majority of these market applications, allowing the Company to provide the value-added service of delivering complete wheel and tire assemblies.  The Company offers a broad range of products that are manufactured in relatively short production runs to meet the specifications of original equipment manufacturers (OEMs) and/or the requirements of aftermarket customers.

Agricultural Market: Titan's agricultural rims, wheels, tires and undercarriage systems and components are manufactured for use on various agricultural and forestry equipment, including tractors, combines, skidders, plows, planters and irrigation equipment, and are sold directly to OEMs and to the aftermarket through independent distributors, equipment dealers and Titan's own distribution centers.

Earthmoving/Construction Market: The Company manufactures rims, wheels, tires and undercarriage systems and components for various types of off-the-road (OTR) earthmoving, mining, military and construction equipment, including skid steers, aerial lifts, cranes, graders and levelers, scrapers, self-propelled shovel loaders, articulated dump trucks, load transporters, haul trucks and backhoe loaders.

Consumer Market: Titan manufactures bias truck tires in Latin America, provides wheels and tires and assembles brakes, actuators and components for the domestic boat, recreational and utility trailer markets. Titan also offers select products for ATVs, turf, and golf cart applications. Likewise, Titan produces a variety of tires for the consumer market.

The Company’s major OEM customers include large manufacturers of off-highway equipment such as AGCO Corporation, CNH Global N.V., Deere & Company, Hitachi Construction Machinery, Kubota Corporation and Liebherr Group, in addition to many other off-highway equipment manufacturers.  The Company distributes products to OEMs, independent and OEM-affiliated dealers, and through a network of distribution facilities.

The table provides highlights for the quarter ended June 30, 2013, compared to 2012 (amounts in thousands):

	2013		2012		% Increase (Decrease)
Net sales	$	593,291	$	459,233	29	%
Gross profit	86,655		82,086		6	%
Income from operations	36,906		80,969		(54	)%
Net income	22,856		44,325		(48	)%

Quarter: The Company recorded sales of $593.3 million for the second quarter of 2013, which were approximately 29% higher than the second quarter 2012 sales of $459.2 million. The higher sales levels were primarily the result of recent acquisitions including the August 2012 acquisition of the Planet Group of companies based in Perth, Australia, and the October 2012 acquisition of Titan Europe, as well as increased demand in the Company's agricultural segment.

The Company's gross profit was $86.7 million, or 14.6% of net sales, for the second quarter of 2013, compared to $82.1 million, or 17.9%, of net sales, in 2012. Income from operations was $36.9 million for the second quarter of 2013, compared to $81.0 million in 2012. Net income was $22.9 million for the second quarter of 2013, compared to net income of $44.3 million in 2012. Basic income per share was $.43 in the second quarter of 2013, compared to $1.05 in 2012. Net income and earnings per share for the second quarter of 2013 were positively affected by the gain on earthquake insurance recovery of $22.5 million. Income from operations, net income and earnings per share for the second quarter of 2012 were positively affected by the supply agreement termination income of $26.1 million.

28

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

The table provides highlights for the six months ended June 30, 2013, compared to 2012 (amounts in thousands):

	2013		2012		% Increase (Decrease)
Net sales	$	1,171,678	$	922,321	27	%
Gross profit	183,406		175,449		5	%
Income from operations	84,789		139,640		(39	)%
Net income	42,245		79,719		(47	)%

Year-to-date: The Company recorded sales of $1,171.7 million for the six months ended June 30, 2013, which were approximately 27% higher than the six months ended June 30, 2012 sales of $922.3 million. The higher sales levels were primarily the result of recent acquisitions including the August 2012 acquisition of the Planet Group of companies based in Perth, Australia, and the October 2012 acquisition of Titan Europe, as well as increased demand in the Company's agricultural segment.

The Company's gross profit was $183.4 million, or 15.7% of net sales, for the six months ended June 30, 2013, compared to $175.4 million, or 19.0% of net sales, in 2012. Income from operations was $84.8 million for the six months ended June 30, 2013, compared to $139.6 million in 2012. Net income was $42.2 million for the six months June 30, 2013, compared to net income of $79.7 million in 2012. Basic income per share was $0.81 for the six months ended June 30, 2013, compared to $1.89 in 2012. Net income and earnings per share for the six months ended June 30, 2013 were positively affected by the gain on earthquake insurance recovery of $22.5 million. Income from operations, net income and earnings per share for the six months ended June 30, 2012 were positively affected by the supply agreement termination income of $26.1 million.

CRITICAL ACCOUNTING ESTIMATES

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate technical accounting rules and guidance, as well as the use of estimates. The Company's application of these policies involves assumptions that require difficult subjective judgments regarding many factors, which, in and of themselves, could materially impact the financial statements and disclosures. A future change in the estimates, assumptions or judgments applied in determining the following matters, among others, could have a material impact on future financial statements and disclosures.

Asset and Business Acquisitions

The allocation of purchase price for asset and business acquisitions requires management estimates and judgment as to expectations for future cash flows of the acquired assets and business and the allocation of those cash flows to identifiable intangible assets in determining the estimated fair value for purchase price allocations. If the actual results differ from the estimates and judgments used in determining the purchase price allocations, impairment losses could occur. To aid in establishing the value of any intangible assets at the time of acquisition, the Company typically engages a professional appraisal firm.

Inventories

Inventories are valued at lower of cost or market. At June 30, 2013, approximately 14% of the Company's inventories were valued under the last-in, first-out (LIFO) method. The majority of steel material inventory and related work-in-process and finished goods are accounted for under the LIFO method. The remaining inventories were valued under the first-in, first-out (FIFO) method or average cost method. Market value is estimated based on current selling prices. Estimated provisions are established for slow-moving and obsolete inventory.

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 and recognizes and measures uncertain tax positions in accordance with accounting standards for income taxes.

29

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Retirement Benefit Obligations

Pension benefit obligations are based on various assumptions used by third-party actuaries in calculating these amounts. These assumptions include discount rates, expected return on plan assets, mortality rates and other factors. Revisions in assumptions and actual results that differ from the assumptions affect future expenses, cash funding requirements and obligations. The Company has three frozen defined benefit pension plans in the United States and pension plans in several foreign countries. During the first six months of 2013, the Company contributed cash funds of $3.2 million to its pension plans. Titan expects to contribute approximately $3.6 million to these pension plans during the remainder of 2013. For more information concerning these costs and obligations, see the discussion of the “Pensions” and Note 25 to the Company's financial statements on Form 10-K for the fiscal year ended December 31, 2012.

Product Warranties

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. Actual warranty experience may differ from historical experience. The Company's warranty accrual was $34.5 million at June 30, 2013, and $27.5 million at December 31, 2012. The Company's warranty accrual increased primarily as a result of increased provisions related to earthmoving tires.

RESULTS OF OPERATIONS

Highlights for the three and six months ended June 30, 2013, compared to 2012(amounts in thousands):

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Net sales	$	593,291		$	459,233		$	1,171,678		$	922,321
Cost of sales	506,636			377,147			988,272			746,872
Gross profit	86,655			82,086			183,406			175,449
Gross profit percentage	14.6		%	17.9		%	15.7		%	19.0		%

Net Sales

Quarter: Net sales for the quarter ended June 30, 2013, were $593.3 million compared to $459.2 million in 2012, an increase of 29%. Sales increased approximately 38% from the inclusion of recently acquired entities including $154.4 million at Titan Europe. Overall sales volume was flat compared to the prior year.  The increase in net sales was partially offset by a price/mix reduction which resulted largely from decreased raw material prices that were primarily passed on to customers and decreased sales approximately 8%, and unfavorable currency translation which decreased sales by approximately 1%.

Year-to-date: Net sales for the six months ended June 30, 2013, were $1,171.7 million compared to $922.3 million in 2012, an increase of 27%. Sales increased approximately 36% from the inclusion of recently acquired entities including $303.1 million at Titan Europe. Overall sales volume was flat compared to the prior year.  The increase in net sales was partially offset by a price/mix reduction which resulted largely from decreased raw material prices that were primarily passed on to customers and decreased sales approximately 8%, and unfavorable currency translation which decreased sales by approximately 1%.

Cost of Sales and Gross Profit

Quarter: Cost of sales was $506.6 million for the quarter ended June 30, 2013, compared to $377.1 million in 2012. The higher cost of sales resulted primarily from the increase in sales levels. The cost of sales increased by approximately 34%, as compared to an approximate 29% increase in net sales.

30

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Gross profit for the second quarter of 2013 was $86.7 million, or 14.6% of net sales, compared to $82.1 million, or 17.9% of net sales for the second quarter of 2012. Gross profit, as a percentage of net sales, decreased as a result of the Titan Europe acquisition and lower raw material costs that were passed on to customers before being fully realized by the Company. Increased warranty provisions relating to earthmoving tires also contributed to the decreased gross profit. Titan Europe provided gross profit of $16.4 million, or 10.6% of net sales. Titan Europe margins were negatively affected by decreased earthmoving/construction demand.

Year-to-date: Cost of sales was $988.3 million for the six months ended June 30, 2013, compared to $746.9 million in 2012. The higher cost of sales resulted primarily from the increase in sales levels. The cost of sales increased by approximately 32%, as compared to an approximate 27% increase in net sales.

Gross profit for the six months ended June 30, 2013, was $183.4 million, or 15.7% of net sales, compared to $175.4 million, or 19.0% of net sales in 2012. Gross profit, as a percentage of net sales, decreased as a result of the Titan Europe acquisition and lower raw material costs that were passed on to customers before being fully realized by the Company. Increased warranty provisions relating to earthmoving tires also contributed to the decreased gross profit. Titan Europe provided gross profit of $34.3 million, or 11.3% of net sales. Titan Europe margins were negatively affected by decreased earthmoving/construction demand.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were as follows(amounts in thousands):

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Selling, general and administrative	$	43,653		$	23,410		$	86,096		$	54,245
Percentage of net sales	7.4		%	5.1		%	7.3		%	5.9		%

Quarter: Selling, general and administrative (SG&A) expenses for the second quarter of 2013 were $43.7 million, or 7.4% of net sales, compared to $23.4 million, or 5.1% of net sales, for 2012.  The higher SG&A expenses were primarily the result of approximately $17 million of SG&A expenses at recently acquired facilities. The increase in SG&A as a percentage of sales was primarily the result of higher SG&A percentages at recently acquired facilities.

Year-to-date: Selling, general and administrative (SG&A) expenses for the six months ended June 30, 2013 were $86.1 million, or 7.3% of net sales, compared to $54.2 million, or 5.9% of net sales, for 2012.  The higher SG&A expenses were primarily the result of approximately $35 million of SG&A expenses at recently acquired facilities. The increase in SG&A as a percentage of sales was primarily the result of higher SG&A percentages at recently acquired facilities.

Research and Development Expenses

Research and development expenses were as follows(amounts in thousands):

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Research and development	$	2,801		$	1,189		$	5,503		$	2,697
Percentage of net sales	0.5		%	0.3		%	0.5		%	0.3		%

Quarter: Research and development (R&D) expenses for the second quarter of 2013 were $2.8 million, or 0.5% of net sales, compared to $1.2 million, or 0.3% of net sales, for 2012. Approximately $1 million of R&D expenses of recently acquired facilities contributed to the increase.

Year-to-date: Expenses for R&D were $5.5 million, or 0.5% of net sales for the six months ended June 30, 2013, compared to $2.7 million, or 0.3% of net sales, for 2012. Approximately $3 million of R&D expenses of recently acquired facilities contributed to the increase.

31

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Royalty Expense

Royalty expense was as follows(amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Royalty expense	$	3,295	$	2,652	$	7,018	$	5,001

The Company has a trademark license agreement with The Goodyear Tire & Rubber Company to manufacture and sell certain tires in North America and Latin America under the Goodyear name.  The North American and Latin American farm tire royalties were prepaid through March 2018 as a part of the 2011 Goodyear Latin American farm tire acquisition. In May 2012, the Company and Goodyear entered into an agreement under which Titan will sell certain non-farm tire products directly to third party customers and pay a royalty to Goodyear.

Quarter: Royalty expenses were $3.3 million and $2.7 million for the quarters ended June 30, 2013 and 2012, respectively. As sales subject to the license agreement increased in the second quarter of 2013, the Company's royalty expense increased accordingly.

Year-to-date: Year-to-date royalty expenses recorded were $7.0 million and $5.0 million for the six months ended June 30, 2013 and 2012, respectively. As sales subject to the license agreement increased in the first six months of 2013, the Company's royalty expense increased accordingly.

Supply agreement termination income

Supply agreement termination income was as follows(amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Supply agreement termination income	$	—	$	26,134	$	—	$	26,134

The Company's April 2011 acquisition of Goodyear's farm tire business included a three year supply agreement with Goodyear for certain non-farm tire products. A liability was recorded as the supply agreement was for sales at below market prices. In May 2012, the Company and Goodyear terminated this supply agreement and entered into an agreement under which Titan will sell these products directly to third party customers and pay a royalty to Goodyear. The remaining balance of the supply agreement liability was recorded as income as the Company is no longer obligated to sell the products at below market prices.

Income from Operations

Income from operations was as follows(amounts in thousands):

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Income from operations	$	36,906		$	80,969		$	84,789		$	139,640
Percentage of net sales	6.2		%	17.6		%	7.2		%	15.1		%

Quarter: Income from operations for the second quarter of 2013, was $36.9 million, or 6.2% of net sales, compared to $81.0 million, or 17.6% of net sales, in 2012.  This decrease was the net result of the items previously discussed.

Year-to-date: Income from operations for the six months ended June 30, 2013, was $84.8 million, or 7.2% of net sales, compared to $139.6 million, or 15.1% of net sales, in 2012.  This decrease was the net result of the items previously discussed.

32

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Interest Expense

Interest expense was as follows(amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Interest expense	$	13,069	$	6,217	$	23,510	$	12,512

Quarter: Interest expense was $13.1 million and $6.2 million for the quarters ended June 30, 2013, and 2012, respectively. Interest expense for the second quarter of 2013 increased primarily as a result of approximately $5 million of interest recorded for the additional 7.875% senior secured notes issued in the first quarter of 2013. Interest expense at the recently acquired Titan Europe Plc of approximately $2 million also contributed to the increase.

Year-to-date: Year-to-date interest expense was $23.5 million and $12.5 million for the six months ended June 30, 2013, and 2012, respectively. Interest expense for the first half of 2013 increased primarily as a result of approximately $7 million of interest recorded for the additional 7.875% senior secured notes issued in the first quarter of 2013. Interest expense at the recently acquired Titan Europe Plc of approximately $5 million also contributed to the increase.

Convertible Debt Conversion Charge

Convertible debt conversion charge was as follows(amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013	2012
Convertible debt conversion charge	$	—	$	—	7,273	$	—

In the first quarter of 2013, the Company closed an Exchange Agreement with a note holder of the convertible notes. The two parties privately negotiated an agreement to exchange approximately $52.7 million in aggregate principal amount of the convertible notes for approximately 4.9 million shares of the Company's common stock plus a cash payment totaling $14.2 million. In connection with this exchange, the Company recognized a charge of $7.3 million in accordance with accounting standards for debt conversion.

Gain on Earthquake Insurance Recovery

Gain on earthquake insurance recovery(amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013	2012
Gain on earthquake insurance recovery	$	22,451	$	—	22,451	$	—

Titan Europe's wheel manufacturing facility in Finale Emilia, Italy experienced damage from an earthquake in May of 2012 prior to Titan's acquisition of Titan Europe.  The plant was closed for production during initial remedial work. This resulted in a limited transfer of production to other facilities within Titan Europe as well as sourcing product from facilities in the US owned by Titan and competitors.  In the second quarter of 2013, Titan received a final insurance settlement payment of $38.7 million, which offset the earthquake insurance receivable and resulted in a gain of $22.5 million.

33

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Other Income (Expense)

Other income (expense) was as follows(amounts in thousands):

	Three months ended					Six months ended
	June 30,					June 30,
	2013			2012		2013			2012
Other income (expense)	$	(2,429	)	$	613	$	(1,010	)	$	3,724

Quarter: Other expense was $(2.4) million for the quarter ended June 30, 2013, as compared to other income of $0.6 million in 2012.  The Company recorded currency exchange loss of $(6.1) million, offset by interest income of $1.5 million and $0.8 million in discount amortization on prepaid royalty for the quarter ended June 30, 2013. The Company recorded $0.9 million in discount amortization on prepaid royalty, offset by a $(0.5) million loss on contractual obligation investments for the quarter ended June 30, 2012.

Year-to-date: Other expense was $(1.0) million and $3.7 million for the six months ended June 30, 2013 and 2012, respectively.  The Company recorded currency exchange loss of $(6.7) million, offset by interest income of $1.9 million and $1.7 million in discount amortization on prepaid royalty for the first half of 2013. The Company recorded $2.0 million in discount amortization on prepaid royalty and a $0.8 million gain on contractual obligation investments in the first half of 2012.

Income Taxes

Income taxes were as follows(amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Income tax expense	$	21,003	$	31,040	$	33,202	$	51,133

Quarter: The Company recorded income tax expense of $21.0 million for the quarter ended June 30, 2013, as compared to $31.0 million in 2012.   The Company's effective income tax rate was 48% and 41% for the three months ended June 30, 2013 and 2012, respectively.

Year-to-date: Income tax expense for the six months ended June 30, 2013 and 2012, was $33.2 million and $51.1 million, respectively. The Company's effective income tax rate was 44% and 39% for the six months ended June 30, 2013 and 2012, respectively.

The Company's 2013 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 the Italian law changing the insurance proceeds from the earthquake to non-taxable. In addition, as a result of the reassessment of the realizability of the deferred tax assets, the valuation allowance was established on the Italy net deferred tax assets. This valuation allowance was needed due to the decrease in expectations related to taxable income related to the insurance proceeds becoming non-taxable as a result of the tax law change. Other items contributing to the rate difference are state tax expense, expense for unrecognized tax benefits, foreign earnings, domestic production activities deduction, and tax deductible expenses related to the convertible bond repurchase.

The Company's 2012 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 the supply agreement termination income and related income tax effects and the liability for unrecognized tax benefits during the three months ended June 30, 2012.

34

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Net Income

Net income was as follows(amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Net income	$	22,856	$	44,325	$	42,245	$	79,719

Quarter: Net income for the second quarter of June 30, 2013, was $22.9 million, compared to $44.3 million in 2012. For the quarters ended June 30, 2013 and 2012, basic earnings per share were $.43 and $1.05, respectively, and diluted earnings per share were $.40 and $.84, respectively. The Company's net income and earnings per share were lower due to the items previously discussed.

Year-to-date: Net income for the six months ended June 30, 2013 and 2012, was $42.2 million and $79.7 million, respectively. For the six months ended June 30, 2013 and 2012, basic earnings per share were $0.81 and $1.89, respectively, and diluted earnings per share were $0.74 and $1.53, respectively. The Company's net income and earnings per share were lower due to the items previously discussed.

Agricultural Segment Results

Agricultural segment results were as follows(amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Net sales	$	323,943	$	288,993	$	634,496	$	584,798
Gross profit	56,150		59,501		110,220		125,593
Income from operations	45,686		54,562		87,301		115,225

Quarter: Net sales in the agricultural market were $323.9 million for the quarter ended June 30, 2013, as compared to $289.0 million in 2012, an increase of 12% . Sales increased approximately 17% from the inclusion of recently acquired entities. Sales volume was approximately 4% higher as the result of increased demand in the Company's agricultural segment.  The increase in net sales was partially offset by a price/mix reduction which resulted largely from decreased raw material costs passed through to customers that decreased sales approximately 8%, and unfavorable currency translation which decreased sales by approximately 1%.

Gross profit in the agricultural market was $56.2 million for the quarter ended June 30, 2013, as compared to $59.5 million in 2012.  Income from operations in the agricultural market was $45.7 million for the quarter ended June 30, 2013, as compared to $54.6 million in 2012.  The Company's gross profit and income from operations decreased primarily as lower raw material costs were passed on to customers before being fully realized by the Company.

Year-to-date: Net sales in the agricultural market were $634.5 million for the six months ended June 30, 2013, as compared to $584.8 million in 2012, an increase of 8% . Sales increased approximately 16% from the inclusion of recently acquired entities. Sales volume was approximately 5% higher as the result of increased demand in the Company's agricultural segment.  The increase in net sales was partially offset by a price/mix reduction which resulted largely from decreased raw material costs passed through to customers that decreased sales approximately 11%, and unfavorable currency translation which decreased sales by approximately 1%.

Gross profit in the agricultural market was $110.2 million for the six months ended June 30, 2013, as compared to $125.6 million in 2012.  Income from operations in the agricultural market was $87.3 million for the six months ended June 30, 2013, as compared to $115.2 million in 2012.  The Company's gross profit and income from operations decreased primarily as lower raw material costs were passed on to customers before being fully realized by the Company.

35

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Earthmoving/Construction Segment Results

Earthmoving/construction segment results were as follows(amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Net sales	$	208,226	$	110,541	$	417,842	$	215,109
Gross profit	26,820		19,562		64,315		41,909
Income from operations	8,519		17,516		29,198		37,917

Quarter: The Company's earthmoving/construction market net sales were $208.2 million for the quarter ended June 30, 2013, as compared to $110.5 million in 2012, an increase of 88%. Sales increased approximately 110% from the inclusion of recently acquired entities, primarily Titan Europe which recorded earthmoving/construction sales of $104.5 million. Sales increased approximately 4% as the result of price/mix improvements from stronger demand for larger products used in the mining industry. The increase in net sales was partially offset by decreased volume of 26%.

Gross profit in the earthmoving/construction market was $26.8 million for the quarter ended June 30, 2013, as compared to $19.6 million in 2012. The Company's earthmoving/construction market income from operations was $8.5 million for the quarter ended June 30, 2013, as compared to $17.5 million in 2012. The Company's gross profit and income from operations benefited from sales mix changes to larger products that generally carry higher margins. Gross profit and income from operations were negatively affected by decreased demand in the earthmoving/construction market. Increased warranty provisions relating to earthmoving tires also negatively affected gross profit.

Year-to-date: The Company's earthmoving/construction market net sales were $417.8 million for the six months ended June 30, 2013, as compared to $215.1 million in 2012, an increase of 94%. Sales increased approximately 109% from the inclusion of recently acquired entities, primarily Titan Europe which recorded earthmoving/construction sales of $204.5 million. Sales increased approximately 13% as the result of price/mix improvements from stronger demand for larger products used in the mining industry. The increase in net sales was partially offset by decreased volume of 28%.

Gross profit in the earthmoving/construction market was $64.3 million for the six months ended June 30, 2013, as compared to $41.9 million in 2012. The Company's earthmoving/construction market income from operations was $29.2 million for the six months ended June 30, 2013, as compared to $37.9 million in 2012. The Company's gross profit and income from operations benefited from sales mix changes to larger products that generally carry higher margins. Gross profit and income from operations were negatively affected by decreased demand in the earthmoving/construction market. Increased warranty provisions relating to earthmoving tires also negatively affected gross profit.

Consumer Segment Results

Consumer segment results were as follows(amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Net sales	$	61,122	$	59,699	$	119,340	$	122,414
Gross profit	4,331		3,773		10,478		9,472
Income from operations	1,027		27,416		4,169		30,518

Quarter: Consumer market net sales were $61.1 million for quarter ended June 30, 2013, as compared to $59.7 million in 2012, an increase of 2% .

Gross profit from the consumer market was $4.3 million for the quarter ended June 30, 2013, as compared to $3.8 million in 2012. Consumer market income from operations was $1.0 million for the quarter ended June 30, 2013, as compared to operations of $27.4 million in 2012. The Company's decrease in income from operations was primarily the result of the supply agreement termination income of $26.1 million recorded in the second quarter of 2012.

36

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Year-to-date: Consumer market net sales were $119.3 million for the six months ended June 30, 2013, as compared to $122.4 million in 2012, a decrease of 3% .

Gross profit from the consumer market was $10.5 million for the six months ended June 30, 2013, as compared to $9.5 million in 2012. Consumer market income from operations was $4.2 million for the six months ended June 30, 2013, as compared to operations of $30.5 million in 2012. The Company's decrease in income from operations was primarily the result of the supply agreement termination income of $26.1 million recorded in the second quarter of 2012.

Segment Summary (Amounts in thousands)

Quarter

Three months ended June 30, 2013	Agricultural		Earthmoving/ Construction		Consumer		Corporate  Expenses			Consolidated  Totals
Net sales	$	323,943	$	208,226	$	61,122	$	—		$	593,291
Gross profit (loss)	56,150		26,820		4,331		(646		)	86,655
Income (loss) from operations	45,686		8,519		1,027		(18,326		)	36,906
Three months ended June 30, 2012
Net sales	$	288,993	110,541		$	59,699	$	—		$	459,233
Gross profit (loss)	59,501		19,562		3,773		(750		)	82,086
Income (loss) from operations	54,562		17,516		27,416		(18,525		)	80,969

Year-to-Date

Six months ended June 30, 2013	Agricultural		Earthmoving/ Construction		Consumer		Corporate  Expenses			Consolidated  Totals
Net sales	$	634,496	$	417,842	$	119,340	$	—		$	1,171,678
Gross profit (loss)	110,220		64,315		10,478		(1,607		)	183,406
Income (loss) from operations	87,301		29,198		4,169		(35,879		)	84,789
Six months ended June 30, 2012
Net sales	$	584,798	215,109		$	122,414	$	—		$	922,321
Gross profit (loss)	125,593		41,909		9,472		(1,525		)	175,449
Income (loss) from operations	115,225		37,917		30,518		(44,020		)	139,640

Corporate Expenses

Quarter: Income from operations on a segment basis does not include corporate expenses totaling $18.3 million for the quarter ended June 30, 2013, as compared to $18.5 million for 2012.

Corporate expenses for the quarter ended June 30, 2013 were composed of selling and marketing expenses of approximately $8 million and administrative expenses of approximately $11 million.

Corporate expenses for the quarter ended June 30, 2012 were composed of selling and marketing expenses of approximately $9 million and administrative expenses of approximately $10 million.

37

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Year-to-date: Income from operations on a segment basis does not include corporate expenses totaling $35.9 million for the six months ended June 30, 2013, as compared to $44.0 million for 2012.

Corporate expenses for the six months ended June 30, 2013 were composed of selling and marketing expenses of approximately $16 million and administrative expenses of approximately $20 million.

Corporate expenses for the six months ended June 30, 2012 were composed of selling and marketing expenses of approximately $16 million and administrative expenses of approximately $28 million.

Corporate administrative expenses were approximately $7 million lower for the six months ended June 30, 2013 primarily due to a decrease in incentive compensation of approximately $9 million, offset by increased professional fees of approximately $2 million.

MARKET RISK SENSITIVE INSTRUMENTS

The Company's risks related to foreign currencies, commodity prices and interest rates are consistent with those for 2012. For more information, see the “Market Risk Sensitive Instruments” discussion in the Company's Form 10-K for the fiscal year ended December 31, 2012.

PENSIONS

The Company has three frozen defined benefit pension plans covering certain employees or former employees of three U.S. subsidiaries. The Company also has pension plans covering certain employees of several foreign subsidiaries. These plans are described in Note 25 of the Company's Notes to Consolidated Financial Statements in the 2012 Annual Report on Form 10-K.

The Company's recorded liability for pensions is based on a number of assumptions, including discount rates, rates of return on investments, mortality rates and other factors. Certain of these assumptions are determined by the Company with the assistance of outside actuaries. Assumptions are based on past experience and anticipated future trends. These assumptions are reviewed on a regular basis and revised when appropriate. Revisions in assumptions and actual results that differ from the assumptions affect future expenses, cash funding requirements and the carrying value of the related obligations. Titan expects to contribute approximately $3.6 million to these pension plans during the remainder of 2013.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

As of June 30, 2013, the Company had $424.4 million of cash within various bank accounts.  The cash balance increased by $235.3 million from December 31, 2012, due to the following items.

(amounts in thousands)	June 30,		December 31,
	2013		2012		Change
Cash	$	424,387	$	189,114	$	235,273

38

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Operating Cash Flows

Summary of cash flows from operating activities:

(Amounts in thousands)	Six months ended June 30,
	2013			2012			Change
Net income	$	42,245		$	79,719		$	(37,474	)
Depreciation and amortization	40,031			23,553			16,478
Convertible debt conversion charge	7,273			—			7,273
Gain on earthquake insurance recovery	(22,451		)	—			(22,451		)
Insurance proceeds	35,808			—			35,808
Deferred income tax provision	9,213			572			8,641
Supply agreement termination income	—			(26,134		)	26,134
Accounts receivable	(48,349		)	(51,659		)	3,310
Inventories	(14,599		)	(26,335		)	11,736
Accounts payable	42,014			37,346			4,668
Other current liabilities	(402		)	(259		)	(143		)
Other liabilities	4,677			18,565			(13,888		)
Other operating activities	(8,850		)	(6,685		)	(2,165		)
Cash provided by operating activities	$	86,610		$	48,683		$	37,927

In the first six months of 2013, operating activities provided cash of $86.6 million, which included net income of $42.2 million and an increase in accounts payable of $42.0 million. Net income included $40.0 million of noncash charges for depreciation and amortization. Insurance proceeds less gain on earthquake insurance recovery provided cash of $13.4 million. Positive cash inflows were offset by increases in accounts receivable and inventory of $48.3 million and $14.6 million, respectively.

In the first six months of 2012, operating activities provided cash of $48.7 million, which included net income of $79.7 million and an increase in accounts payable and other liabilities of $37.3 million and $18.6 million, respectively. Net income included $23.6 million of noncash charges for depreciation and amortization. Positive cash inflows were offset by increases in accounts receivable and inventory of $51.7 million and $26.3 million, respectively, and noncash supply agreement income of $26.1 million.

Operating cash flows increased $37.9 million when comparing the six months ended June 30, 2013, to the six months ended June 30, 2012. Net income in the first six months of 2013 was $37.5 million lower than the net income in the first six months of 2012. Partially contributing to this was increased depreciation and amortization of $16.5 million and a convertible debt conversion charge of $7.3 million. When comparing the first six months of 2013 to the first six months of 2012, cash flows from other liabilities decreased $13.9 million, which was partially offset by increased cash flows from inventories of $11.7 million.

The Company's inventory and accounts receivable balances were higher at June 30, 2013, as compared to December 31, 2012. Days sales in inventory decreased to 75 days at June 30, 2013, compared to 86 days at December 31, 2012. Days sales outstanding decreased to 51 days at June 30, 2013, from 54 days at December 31, 2012.

39

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Investing Cash Flows

Summary of cash flows from investing activities:

(Amounts in thousands)	Six months ended June 30,
	2013			2012			Change
Acquisitions, net of cash acquired	$	(1,671	)	$	—		$	(1,671	)
Additional equity investment in Wheels India	(8,017		)	—			(8,017		)
Capital expenditures	(36,068		)	(19,006		)	(17,062		)
Other investing activities	3,058			453			2,605
Cash used for investing activities	$	(42,698	)	$	(18,553	)	$	(24,145	)

Net cash used for investing activities was $42.7 million in the first six months of 2013, as compared to $18.6 million in the first six months of 2012. The Company invested a total of $36.1 million in capital expenditures in the first six months of 2013, compared to $19.0 million in 2012. The 2013 and 2012 expenditures represent various equipment purchases and improvements to enhance production capabilities of Titan's existing business and maintaining existing equipment. The Company also used $8.0 million for additional equity investment in Wheels India in the first six months of 2013.

Financing Cash Flows

Summary of cash flows from financing activities:

(Amounts in thousands)	Six months ended June 30,
	2013			2012			Change
Proceeds from borrowings	$	345,313		$	—		$	345,313
Term loan borrowing	25,157			4,378			20,779
Proceeds from exercise of stock options	841			887			(46		)
Convertible note conversion	(14,090		)	—			(14,090		)
Payment of financing fees	(5,452		)	—			(5,452		)
Payment on debt	(155,082		)	(14,226		)	(140,856		)
Excess tax benefit from stock options exercised	(42		)	190			(232		)
Dividends paid	(511		)	(423		)	(88		)
Cash provided by (used for) financing activities	$	196,134		$	(9,194	)	$	205,328

In the first six months of 2013, $196.1 million of cash was provided by financing activities. This cash was primarily provided by proceeds from the issuance of $345.3 million of additional 7.875% senior secured notes due 2017. This was partially offset by payment on debt of $155.1 million, primarily at the Company's European facilities.

In the first six months of 2012, $9.2 million of cash was used for financing activities. This cash was primarily used for the payment on term loan borrowings of $14.2 million that was originally borrowed to provide working capital for Titan's Latin American operations. This was partially offset by $4.4 million of additional term loan borrowings for Titan's Latin American operations.

Financing cash flows increased by $205.3 million when comparing the first six months of 2013 to 2012. This increase was primarily the result of the additional issuance of 7.875% senior secured notes due 2017.

Other Issues

The Company’s business is subject to seasonal variations in sales that affect inventory levels and accounts receivable balances.  Historically, Titan tends to have higher production levels in the first and second quarters. 

40

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

Debt Restrictions

The Company’s revolving credit facility (credit facility) contains various restrictions, including:

• Limits on dividends and repurchases of the Company’s stock.

• Restrictions on the ability of the Company to make additional borrowings, or to consolidate, merge or otherwise fundamentally change the ownership of the Company.

• Limitations on investments, dispositions of assets and guarantees of indebtedness.

• Other customary affirmative and negative covenants.

These restrictions could limit the Company’s ability to respond to market conditions, to provide for unanticipated capital investments, to raise additional debt or equity capital, to pay dividends or to take advantage of business opportunities, including future acquisitions.

Liquidity Outlook

At June 30, 2013, the Company had $424.4 million of cash and cash equivalents and no outstanding borrowings on the Company's $150 million credit facility. The cash and cash equivalents balance of $424.4 million includes $98.0 million held in foreign countries. The Company's current plans do not demonstrate a need to repatriate the foreign amounts to fund U.S. operations, with the exception of intercompany loans to foreign subsidiaries totaling $146.8 million at June 30, 2013. However, if foreign funds were needed for U.S. operations, the Company would be required to accrue and pay taxes to repatriate the funds.

Capital expenditures for the remainder of 2013 are forecasted to be approximately $36 million to $40 million.  Cash payments for interest are currently forecasted to be approximately $26 million for the remainder of 2013 based on June 30, 2013 debt balances. The forecasted interest payments are comprised primarily of a semi-annual payment of $20.7 million for the 7.875% senior secured notes due on October 1.

In the future, Titan may seek to grow by making acquisitions which will depend on the ability to identify suitable acquisition candidates, to negotiate acceptable terms for their acquisition and to finance those acquisitions.

Subject to the terms of indebtedness, the Company may finance future acquisitions with cash on hand, cash from operations, additional indebtedness and/or by issuing additional equity securities.

Cash on hand, anticipated internal cash flows from operations and utilization of remaining available borrowings are expected to provide sufficient liquidity for working capital needs, capital expenditures and potential acquisitions.

MARKET CONDITIONS AND OUTLOOK

In the first half of 2013, Titan experienced higher sales when compared to the sales levels in the first half of 2012.  The higher sales were primarily the result of increased demand in the Company's agricultural segment, as well as recent acquisitions including the August 2012 acquisition of the Planet Group of companies based in Perth, Australia, and the October 2012 acquisition of Titan Europe. For the remainder of 2013, the Company expects demand to remain weak in the earthmoving/construction market.

Energy, raw material and petroleum-based product costs have been volatile and may negatively impact the Company’s margins.  Many of Titan’s overhead expenses are fixed; therefore, lower seasonal trends may cause negative fluctuations in quarterly profit margins and affect the financial condition of the Company.

41

TITAN INTERNATIONAL, INC.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

AGRICULTURAL MARKET OUTLOOK

Agricultural market sales were higher in the first half of 2013 when compared to the first half of 2012.  The Titan Europe acquisition and continued strong demand contributed to the higher sales levels. The increase in the global population may help grow future demand.  The gradual increase in the use of biofuels may help sustain future production.  Many variables, including weather, grain prices, export markets and future government policies and payments can greatly influence the overall health of the agricultural economy.

EARTHMOVING/CONSTRUCTION MARKET OUTLOOK

Earthmoving and mining sales were significantly higher in the first half of 2013 when compared to the first half of 2012. Recent acquisitions contributed to the higher sales levels. Although metals, oil and gas prices may fluctuate in the short-term, in the long-term, these prices are expected to remain at levels that are attractive for continued investment, which should help support future earthmoving and mining sales.  The earthmoving/construction segment is affected by many variables, including commodity prices, road construction, infrastructure, government appropriations, housing starts and the on-going banking and credit issues.  For the remainder of 2013, the Company expects earthmoving/construction market demand to remain weak.

CONSUMER MARKET OUTLOOK

Consumer market sales were slightly lower in the first half of 2013, when compared to the first half of 2012. The decrease in net sales was primarily the result of unfavorable currency translation on consumer product sales in Latin America, partially offset by the inclusion of recently acquired entities. Consumer market sales may fluctuate from period to period.

42

TITAN INTERNATIONAL, INC.

PART I. FINANCIAL INFORMATION

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See the Company's 2012 Annual Report filed on Form 10-K (Item 7A). There has been no material change in this information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s principal executive officer and principal financial officer have concluded the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the Exchange Act)) are effective as of the end of the period covered by this Form 10-Q based on an evaluation of the effectiveness of disclosure controls and procedures.

Changes in Internal Controls

There were no material changes in internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the first quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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

43

TITAN INTERNATIONAL, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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 affect 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.

Item 1A. Risk Factors

See the Company's 2012 Annual Report filed on Form 10-K (Item 1A). There has been no material change in this information.

Item 6. Exhibits

10.1    Second Amended and Restated Credit Agreement among the Company and Bank of America, N.A. dated as

of December 21, 2012**

31.1    Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2    Certification of the 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

** 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.

SIGNATURES

Pursuant to the requirements 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:	July 24, 2013	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)

44

EX-10.1

TITAN INTERNATIONAL, INC.,

TITAN WHEEL CORPORATION OF ILLINOIS,

TITAN TIRE CORPORATION,

TITAN TIRE CORPORATION OF FREEPORT, and

TITAN TIRE CORPORATION OF BRYAN,

as Borrowers

______________________________________________________________________________

SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

Dated as of December 21, 2012

$150,000,000

______________________________________________________________________________

CERTAIN FINANCIAL INSTITUTIONS,

as Lenders

and

BANK OF AMERICA, N.A.,

as Agent, Joint Lead Arranger and Joint Book Manager

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agent, Joint Lead Arranger and Joint Book Manager

TABLE OF CONTENTS

		Page
Section 1.	DEFINITIONS; RULES OF CONSTRUCTION	1
1.1.	Definitions	1
1.2.	Accounting Terms	26
1.3.	Uniform Commercial Code	26
1.4.	Certain Matters of Construction	26
Section 2.	CREDIT FACILITIES	27
2.1.	Revolver Commitment	27
2.2.	[Intentionally Omitted]	29
2.3.	Letter of Credit Facility	30
Section 3.	INTEREST, FEES AND CHARGES	32
3.1.	Interest	32
3.2.	Fees	34
3.3.	Computation of Interest, Fees, Yield Protection	34
3.4.	Reimbursement Obligations	35
3.5.	Illegality	36
3.6.	Inability to Determine Rates	36
3.7.	Increased Costs; Capital Adequacy	36
3.8.	Mitigation	38
3.9.	Funding Losses	38
3.10.	Maximum Interest	38
Section 4.	LOAN ADMINISTRATION	38
4.1.	Manner of Borrowing and Funding Revolver Loans	39
4.2.	Defaulting Lender	40
4.3.	Number and Amount of LIBOR Loans; Determination of Rate	41
4.4.	Borrower Agent	41
4.5.	One Obligation	42
4.6.	Effect of Termination	42
Section 5.	PAYMENTS	42
5.1.	General Payment Provisions	42
5.2.	Repayment of Revolver Loans	42
5.3.	Mandatory Prepayments	43
5.4.	Payment of Other Obligations	43
5.5.	Marshaling; Payments Set Aside	44
5.6.	Application and Allocation of Payments	44
5.7.	Dominion Account	45
5.8.	Account Stated	45
5.9.	Taxes	45
5.10.	Lender Tax Information	46
5.11.	Nature and Extent of Each Borrower's Liability	47
Section 6.	CONDITIONS PRECEDENT	49
6.1.	Conditions Precedent to Initial Loans	49
6.2.	Conditions Precedent to All Credit Extensions	50

Section 7.	COLLATERAL	51
7.1.	Grant of Security Interest	51
7.2.	Lien on Deposit Accounts; Cash Collateral	52
7.3.	[Intentionally Omitted]	52
7.4.	Other Collateral	52
7.5.	No Assumption of Liability	53
7.6.	Further Assurances	53
Section 8.	COLLATERAL ADMINISTRATION	53
8.1.	Borrowing Base Certificates	53
8.2.	Administration of Accounts	54
8.3.	Administration of Inventory	55
8.4.	[Intentionally Omitted]	55
8.5.	Administration of Deposit Accounts	55
8.6.	General Provisions	56
8.7.	Power of Attorney	57
Section 9.	REPRESENTATIONS AND WARRANTIES	57
9.1.	General Representations and Warranties	57
9.2.	Complete Disclosure	62
Section 10. COVENANTS AND CONTINUING AGREEMENTS	COVENANTS AND CONTINUING AGREEMENTS	62
10.1.	Affirmative Covenants	62
10.2.	Negative Covenants	65
Section 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT	EVENTS OF DEFAULT; REMEDIES ON DEFAULT	72
11.1.	Events of Default	72
11.2.	Remedies upon Default	74
11.3.	License; Right to Use	75
11.4.	Setoff	75
11.5.	Remedies Cumulative; No Waiver	76
Section 12. AGENT	AGENT	76
12.1.	Appointment, Authority and Duties of Agent	76
12.2.	Agreements Regarding Collateral and Borrower Materials	77
12.3.	Reliance By Agent	78
12.4.	Action Upon Default	78
12.5.	Ratable Sharing	79
12.6.	Indemnification	79
12.7.	Limitation on Responsibilities of Agent	79
12.8.	Successor Agent and Co-Agents	80
12.9.	Due Diligence and Non-Reliance	80
12.10.	Remittance of Payments and Collections	81
12.11.	Individual Capacities	81
12.12.	Titles	82
12.13.	Bank Product Providers	82
12.14.	No Third Party Beneficiaries	82
Section 13. BENEFIT OF AGREEMENT; ASSIGNMENTS	BENEFIT OF AGREEMENT; ASSIGNMENTS	82
13.1.	Successors and Assigns	82
13.2.	Participations	82
13.3.	Assignments	83

13.4.	Replacement of Certain Lenders	84
Section 14. MISCELLANEOUS	MISCELLANEOUS	84
14.1.	Consents, Amendments and Waivers	85
14.2.	Indemnity	86
14.3.	Notices and Communications	86
14.4.	Performance of Borrowers' Obligations	87
14.5.	Credit Inquiries	87
14.6.	Severability	87
14.7.	Cumulative Effect; Conflict of Terms	88
14.8.	Counterparts	88
14.9.	Entire Agreement	88
14.10.	Relationship with Lenders	88
14.11.	No Advisory or Fiduciary Responsibility	88
14.12.	Confidentiality	89
14.13.	Certifications Regarding Indentures	89
14.14.	GOVERNING LAW	89
14.15.	Consent to Forum	90
14.16.	Waivers by Borrowers	90
14.17.	Patriot Act Notice	90
14.18.	Amendment and Restatement	90
14.19.	Consent and Affirmation	91

LIST OF EXHIBITS AND SCHEDULES

Exhibit A    Assignment and Acceptance

Exhibit B    Assignment Notice

Schedule 1.1             Commitments of Lenders

Schedule 8.5            Deposit Accounts

Schedule 8.6.1        Business Locations

Schedule 9.1.4(a)        Names and Capital Structure

Schedule 9.1.4(b)        Existing Stock Option PlansSchedule 9.1.15        Restrictive Agreements

Schedule 9.1.16        Litigation

Schedule 9.1.18        Pension Plans

Schedule 9.1.20        Labor Contracts

Schedule 10.2.1        Existing DebtSchedule 10.2.2        Existing Liens

Schedule 10.2.17        Existing Affiliate Transactions

SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 21, 2012, among TITAN INTERNATIONAL, INC., an Illinois corporation (“Titan International”), TITAN WHEEL CORPORATION OF ILLINOIS, an Illinois corporation (“Titan Wheel”), TITAN TIRE CORPORATION, an Illinois corporation (“Titan Tire”), TITAN TIRE CORPORATION OF FREEPORT, an Illinois corporation (“Titan Freeport”), TITAN TIRE CORPORATION OF BRYAN, an Ohio corporation (“Titan Bryan”, and together with Titan International, Titan Wheel, Titan Tire and Titan Freeport, collectively, “Borrowers”), the financial institutions parties to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, both as agent for the Lenders (“Agent”) and individually as a Lender.

R E C I T A L S:

Titan International, Agent and certain financial institutions as lenders are party to that certain Amended and Restated Credit Agreement dated as of January 30, 2009 (as amended up to but not including the date hereof, the “Original Credit Agreement”).

Titan International, Agent and the Continuing Lenders wish to amend and restate the Original Credit Agreement on the terms and conditions set forth below to, among other things, extend the maturity date, reallocate the Commitments and make other changes to the Original Credit Agreement evidenced hereby.

Borrowers have requested that the Continuing Lenders provide a credit facility to Borrowers to finance their mutual and collective business enterprise. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree that the Original Credit Agreement is hereby amended and restated in its entirety as follows:

Section 1.DEFINITIONS; RULES OF CONSTRUCTION

1.1.Definitions. As used herein, the following terms have the meanings set forth below:

2009 Convertible Notes: the $172,500,000 Convertible Senior Subordinated Notes due January 15, 2017 (the “Convertible Notes Maturity Date”) issued by Titan International in 2009 pursuant to the 2009 Note Indenture of which $112,900,000 remain outstanding as of the Closing Date.

2009 Note Indenture: that certain Indenture dated as of December 21, 2009 by and among Titan International, each of the guarantors party thereto, and U.S. Bank National Association, as trustee.

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2010 Note Indenture: that certain Indenture dated as of October 1, 2010 by and among Titan International, each of the guarantors party thereto, and U.S. Bank National Association, as trustee and collateral trustee.

2010 Notes: the $200,000,000 Senior Secured Notes due 2017 issued by Titan International in 2010 pursuant to the 2010 Note Indenture of which $200,000,000 remain outstanding as of the Closing Date.

Accordion: as defined in Section 2.1.7.

Account: as defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.

Account Debtor: a Person obligated under an Account, Chattel Paper or General Intangible.

Accounts Formula Amount: 85% of the Value of Eligible Accounts.

Acquisition: a transaction or series of transactions resulting in (a) acquisition of a business, division, or substantially all assets of a Person; (b) record or beneficial ownership of 50% or more of the Equity Interests of a Person; or (c) merger, consolidation or combination of a Borrower or Subsidiary with another Person.

Affiliate: with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have correlative meanings.

Agent Fee Letter: that certain fee letter dated as of April 25, 2012, by and between Agent and Titan International.

Agent Indemnitees: Agent and its officers, directors, employees, agents (including attorneys) and, if utilized in connection with the transactions related to this Agreement, Affiliates.

Agent Professionals: attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

Agreement: as defined in the preamble to this Agreement.

Anti-Terrorism Law: any law relating to terrorism or money laundering, including the Patriot Act.

Applicable Law: all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

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Applicable Margin: with respect to any Type of Loan, the margin set forth below, as determined by the Average Availability for the prior Fiscal Quarter, subject to the below:

Level	Average Availability	Base Rate Revolver Loans	LIBOR Revolver Loans
I	> $60,000,000	0.50%	1.50%
II	< $60,000,000 >$30,000,000	0.75%	1.75%
III	< $30,000,000	1.00%	2.00%

Until March 31, 2013, margins shall be at Level I. Thereafter, the Applicable Margins shall be subject to change upon receipt by Agent pursuant to Section 8.1 of the Borrowing Base Certificate for the last Fiscal Quarter, which change shall be effective on the first day of the Fiscal Quarter following such receipt. If, by the first day of a month any Borrowing Base Certificate due in the preceding month has not been received, then, at the option of Agent or Required Lenders, the Applicable Margins shall be determined as if Level III were applicable, from such day until the first day of the month following actual receipt, at which time the Applicable Margins shall be determined in accordance with the grid above based on such Borrowing Base Certificate received.

Approved Fund: any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in its ordinary course of activities, and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either.

Asset Disposition: a sale, lease, license, consignment, transfer or other disposition of Property of a Borrower, including a disposition of Property in connection with a sale-leaseback transaction or synthetic lease.

Assignment and Acceptance: an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit A.

Availability: the Borrowing Base minus the principal balance of all Revolver Loans.

Availability Block: an amount equal to 10% of the Revolver Commitments.

Availability Reserve: the sum (without duplication) of (a) the Rent and Charges Reserve; (b) the LC Reserve; (c) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (d) the Availability Block; and (e) such additional reserves, in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect to impose from time to time (including, without limitation, with respect to obligations under the Titan Brazil Guaranty); provided, that, before instituting a reserve with respect to clause (e), Agent shall provide Borrower Agent with prior notice accompanied by a statement setting forth the basis for Agent’s good faith determination made with reasonable business judgment to impose such reserve.

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Average Availability: as of any date of determination, an amount equal to the quotient of (a) the sum of the end of day Availability for each day of the applicable measurement period, divided by (b) the number of days in such measurement period, all as reasonably determined by Agent based on the Borrowing Base Certificate previously delivered by the Borrower Agent.

Bank of America: Bank of America, N.A., a national banking association, and its successors and assigns.

Bank of America Indemnitees: Bank of America and its officers, directors, employees, agents (including attorneys) and, if utilized in connection with the transactions related to this Agreement, Affiliates.

Bank Product: any of the following products, services or facilities extended to any Borrower or Subsidiary by a Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) other banking products or services as may be requested by any Borrower or Subsidiary, other than Letters of Credit.

Bankruptcy Code: Title 11 of the United States Code.

Base Rate: for any day, a per annum interest rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) except during a LIBOR Unavailability Period, LIBOR for a one month Interest Period as determined on such day.

Base Rate Loan: any Loan that bears interest based on the Base Rate.

Base Rate Revolver Loan: a Revolver Loan that bears interest based on the Base Rate.

Board of Governors: the Board of Governors of the Federal Reserve System.

Borrowed Money: with respect to any Borrower, without duplication, its (a) Debt that (i) arises from the lending of money by any Person to such Borrower, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial payment for Property; (b) Capital Leases; (c) reimbursement obligations with respect to letters of credit; and (d) guaranties of any Debt of the foregoing types owing by another Person.

Borrower Agent: as defined in Section 4.4.

Borrower Materials: Borrowing Base information, reports, financial statements and other materials delivered by Borrowers hereunder, as well as other Reports and information provided by Agent to Lenders.

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Borrowers: as defined in the preamble to this Agreement.

Borrowing: one or more Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day.

Borrowing Base: on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Commitments, minus the LC Reserve,minus the Availability Block; or (b) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve.

Borrowing Base Certificate: a certificate, in form and substance satisfactory to Agent, by which Borrowers certify calculation of the Borrowing Base and Average Availability for, as the case may be, the prior Fiscal Quarter, the prior calendar month or such other time as required by Section 8.1, and calculate the applicable Level for the Applicable Margin.

Business Day: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, North Carolina and Illinois, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London interbank Eurodollar market.

Capital Expenditures: all liabilities incurred or expenditures made by a Borrower or Subsidiary for the acquisition of fixed assets, or any improvements, replacements, substitutions or additions thereto with a useful life of more than one year.

Capital Lease: any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

Cash Collateral: cash, and any interest or other income earned thereon, that is delivered to Agent to Cash Collateralize any Obligations.

Cash Collateral Account: a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be subject to a Lien in favor of Agent.

Cash Collateralize: the delivery by a Borrower of Cash Collateral to Agent, in connection with this Agreement as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount that is due or could become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning.

Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for

5

underlying investments of the types described in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Bank of America or rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P.

Cash Management Services: any services provided from time to time by (i) Bank of Americaor any of its Affiliates or (ii) any other Lender or any of its Affiliates acceptable to Agent in its sole discretion to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

Change in Law: the occurrence, after the date hereof, of (a) the adoption, taking effect or phasing in of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof; or (c) the making, issuance or application of any request, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that “Change in Law” shall include, all requests, guidelines, requirements or directives enacted, adopted or issued hereafter or otherwise not yet implemented as of the date hereof (i) under or relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority.

Change of Control: any of the following: (a) any person or group of persons (within the meaning of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Securities Exchange Act of 1934, as amended) of 50% or more of the issued and outstanding shares of Equity Interests of Titan International having the right to vote for the election of directors of Titan International under ordinary circumstances; (b) during any period of twelve (12) consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of Titan International (together with any new directors whose election by the board of directors of Titan International or whose nomination for election by the stockholders of Titan International was approved by a vote of a least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose elections or nomination for election was previously so approved) cease for any reason other than retirement, death or disability to constitute a majority of the directors then in office; (c) any “Change of Control” (as defined in the 2010 Indenture) or “Fundamental Change” (as defined in the 2009 Note Indenture) shall occur; or (d) Titan International shall cease to own and control, directly or indirectly, all of the economic and voting rights associated with all of the outstanding Equity Interests of any other Borrower.

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Claims: all claims, liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations or replacement of Agent or any Lender) incurred by any Indemnitee or asserted against any Indemnitee by any Borrower or other Person, in any way relating to (a) any Loans, Letters of Credit, Loan Documents, Borrower Materials, or the use thereof or transactions relating thereto, (b) any action taken or omitted in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Borrower to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

Closing Date: as defined in Section 6.1.

Code: the Internal Revenue Code of 1986, as amended.

Collateral: all Property described in Section 7.1 that now or hereafter secures (or is intended to secure) any Obligations.

Commitment: for any Lender, the aggregate amount of such Lender’s Revolver Commitment. “Commitments” means the aggregate amount of all Revolver Commitments. The Commitments as of the Closing Date shall be $150,000,000.

Commitment Termination Date: the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers terminate the Revolver Commitments pursuant to Section 2.1.4; or (c) the date on which the Revolver Commitments are terminated pursuant to Section 11.2.

Common Stock: existing class of common stock of Titan International.

Contingent Obligation: any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

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Continuing Lenders: any Lender that is a “Lender” (as defined under the Original Credit Agreement) on the Closing Date prior to giving effect to this Agreement and has a Commitment under this Agreement.

Contractual Obligations: as to any Person, any provision of any security (whether in the nature of Equity Interests or otherwise) issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement (other than a Loan Document) to which such Person is a party or by which it or any of its Property is bound or to which any of its Property is subject.

Conversion Price: the “Conversion Price” as defined in the 2009 Indenture, as in effect on the date hereof (which shall be initially, approximately $10.75).

Convertible Notes Maturity Date: as defined in the definition of 2009 Convertible Notes.

Debt: as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of a Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or joint venturer.

Default: an event or condition that, if it continues uncured, with the lapse of time or giving of notice, will constitute an Event of Default.

Default Rate: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto.

Defaulting Lender: any Lender that, as determined by Agent in its Permitted Discretion, (a) has failed to perform any funding obligations hereunder, and such failure is not cured within one Business Day; (b) has notified Agent or any Borrower that such Lender does not intend to comply with its funding obligations hereunder or has made a public statement to the effect that it does not intend to comply with its funding obligations hereunder or under any other credit facility; (c) has failed, within one Business Day following request by Agent, to confirm in a manner satisfactory to Agent that such Lender will comply with its funding obligations hereunder; or (d) has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof; provided, however, that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of an Equity Interest in such Lender or parent company.

Deposit Account Control Agreements: the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for a Borrower, in favor of Agent, as security for the Obligations.

Distribution: any declaration or payment of a distribution, interest or dividend on any Equity Interest (other than payment-in-kind); any distribution, advance or repayment of Debt to a holder of Equity Interests; or any purchase, redemption, or other acquisition or retirement for value of any Equity Interest.

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Dollars: lawful money of the United States.

Domestic Subsidiary: any Subsidiary that is not a Foreign Subsidiary.

Dominion Account: a special account established by Borrowers at Bank of America or another bank acceptable to Agent, over which Agent has exclusive control for withdrawal purposes during a Dominion Trigger Period.

Dominion Trigger Period: the period (a) commencing on the day that an Event of Default occurs, or Availability is less than 12.5% of the Commitments at any time; and (b) continuing until, during the preceding 45 consecutive days, no Event of Default has existed and Average Availability is greater than 12.5% of Commitments for such period; provided, that the Borrowers shall not be permitted to cure an event giving rise to a Dominion Trigger Period more than two times in any Fiscal Year.

Eligible Account: an Account owing to a Borrower that arises in the Ordinary Course of Business from the sale of goods or rendition of servicesandis payable in Dollars; provided, that no Account shall be an Eligible Account if (a) it is unpaid for more than 60days after the original due date, or more than 120days after the original invoice date; (b) 25% or more of the Accounts owing by the Account Debtor are ineligible based on the foregoing clause; (c) it does not conform with a covenant or representation herein; (d) it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit, allowance, debit memos or accrued volume rebate amounts (but ineligibility shall be limited to the amount thereof); (e) it is owed by an Account Debtor which has filed or has had filed against it an Insolvency Proceeding; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs or is subject to any country sanctions program or specially designated nationals list maintained by the Office of Foreign Assets Control of the U.S. Treasury Department; or the Borrower is not able to bring suit or enforce remedies against the Account Debtor through judicial process; (f) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada, unless the Account is supported by a letter of credit (delivered to and directly drawable by Agent) or credit insurance satisfactory in all respects to Agent, other than Accounts in an aggregate amount outstanding not to exceed at any time $10,000,000 owing by such Account Debtors (it being understood that if and after the Accordion is exercised to provide certain Borrowers’ Foreign Subsidiaries access to Euro borrowings hereunder pursuant to Section 2.1.7, following the completion of any field exams and other diligence required by Agent in its Permitted Discretion, Account Debtors of such Foreign Subsidiaries shall not require such letter of credit or credit insurance, subject to the mutual agreement of Agent and Borrower Agent, and the borrowings provided to such Foreign Subsidiaries shall be subject to a separate borrowing base which shall include Eligible Accounts of such Foreign Subsidiaries; (g) it is owing by a Governmental Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Agent in compliance with the federal Assignment of Claims Act, but which Assignment shall not be filed by the Agent except during a Dominion Period or upon the occurrence of a Default or Event of Default; (h) it is not subject to a duly perfected, first priority Lien in favor of Agent, or is subject to any other Lien; (i) it arises from goods that have not been delivered to the Account Debtor or from services that have not been accepted by the Account Debtor, or it does not otherwise represent a final sale; (j) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment unless the originals of any such Instrument or tangible Chattel Paper have been endorsed and/or assigned and delivered to Agent subject to its sole control and possession; (k) its payment has been extended or the Account Debtor has made a partial payment, other than a partial payment relating to contractually agreed upon raw material commodity

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indexing; (l) it arises from a sale to an Affiliate of a Borrower, from a sale on a cash-on-delivery, bill-and-hold, sale‑or‑return, sale‑on‑approval, consignment, or other repurchase or return basis, or from a sale for personal, family or household purposes; (m) it represents a progress billing or retainage, or relates to services for which a performance, surety or completion bond or similar assurance has been issued; (n) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof; (o) it is a contra account; or (p) it is otherwise deemed ineligible by Agent in its Permitted Discretion; provided, that, before determining an Account ineligible pursuant to clause (p), Agent shall provide Borrower Agent with prior notice accompanied by a statement setting forth the basis for Agent’s good faith determination made with reasonable business judgment of such ineligible. In calculating delinquent portions of Accounts under clauses (a) and (b), credit balances more than 120 days old will be excluded.

Eligible Assignee: a Person that is (a) a Lender, Affiliate of a Lender or Approved Fund; (b) any other financial institution approved by Borrower Agent (which approval shall not be unreasonably withheld or delayed) and Agent, which extends revolving credit facilities of this type in its ordinary course of business; and (c) during any Event of Default, any Person acceptable to Agent in its discretion.

Eligible Inventory: Inventory owned by a Borrower that (a) is finished goods, raw materials or work-in-process, and not packaging or shipping materials, labels, samples, display items, bags, replacement parts or manufacturing supplies; (b) is not held on consignment, nor subject to any deposit or down payment (but ineligibility shall be limited to the amount of such deposit or down payment); (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental Authority, and does not constitute hazardous materials under any Environmental Law; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien; (h) is located within the continental United States or Canada (it being understood that if and after the Accordion is exercised to provide certain Borrowers’ Foreign Subsidiaries access to Euro borrowings hereunder pursuant to Section 2.1.7, following the completion of any field exams and other diligence required by Agent in its Permitted Discretion, certain Inventory located within certain foreign jurisdictions shall not be excluded pursuant to this clause (h), subject to the mutual agreement of Agent and Borrower Agent (and the borrowings provided to such Foreign Subsidiaries shall be subject to a separate borrowing base which shall include Eligible Inventory of such Foreign Subsidiaries (subject to this clause (h)), pursuant to an amendment to this Agreement that is signed by Borrowers, Agent and the lenders participating in the Accordion), is not consigned to any Person and is not in transit, other than Inventory in transit between domestic locations of any Borrower as to which Agent’s Liens have been perfected at origin and destination; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is not subject to a third party’s trademark or other proprietary right, unless Agent is satisfied that it could sell such Inventory during a Default on terms satisfactory to Agent; (m) is reflected in the details of a current perpetual inventory report; (n) is not subject to any unfavorable capitalized variances; (o) is not identified within the “physical inventory reserve” in the Borrowers’ financial statements; (p) is not subject to intercompany profits from intercompany sales; (q) is not subject to vendor rebate accruals but, if so, such Inventory, if otherwise

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Eligible Inventory, shall only be excluded to the extent of such rebate accruals; and (r) is not otherwise deemed ineligible by Agent in its Permitted Discretion; provided, that, before determining any Inventory ineligible pursuant to clause (r), Agent shall provide Borrower Agent with prior notice accompanied by a statement setting forth the basis for Agent’s good faith determination made with reasonable business judgment of such ineligible.

EMU Legislation: the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states of the European Union.

Enforcement Action: any action to enforce any Obligations (other than Secured Bank Product Obligations) or Loan Documents or to exercise any rights or remedies relating to any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, exercise of any right to act in a Borrower’s Insolvency Proceeding or to credit bid Obligations, or otherwise).

Environmental Laws: all Applicable Laws (including all programs, permits and guidance promulgated by regulatory agencies), relating to public health (but excluding occupational safety and health, to the extent regulated by OSHA) or the protection or pollution of the environment.

Environmental Notice: a written notice from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.

Environmental Release: a release as defined in any Environmental Law.

Equity Interest: the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or ownership interest in any Person (other than a natural Person).

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ERISA: the Employee Retirement Income Security Act of 1974.

ERISA Affiliate: any trade or business (whether or not incorporated) under common control with a Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

ERISA Event: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Borrower or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Borrower or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the determination that any Pension Plan or Multiemployer Plan is considered an at risk plan or a plan in critical or endangered status under the Code, ERISA or the Pension Protection Act of 2006; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or ERISA Affiliate.

Euro or €: the single lawful currency of the European Union as constituted by the treaty establishing the European Community being the Treaty of Rome, as amended from time to time and as referred to in the EMU Legislation.

Event of Default: as defined in Section 11.

Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax; and (e) taxes imposed on it by reason of Section 1471 or 1472 of the Code.

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Existing Revolving Commitments: as defined in Section 2.1.1(a).

Existing Revolving Loans: as defined in Section 2.1.1(a).

Exiting Lenders: any Person that is a “Lender” (as defined under the Original Credit Agreement) on the Closing Date prior to giving effect to this Agreement, but is not a Lender hereunder.

Extraordinary Expenses: all costs, expenses or advances that Agent and, solely with respect to clauses (c) and (e) below, Lenders may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of a Borrower, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Borrower, any representative of creditors of a Borrower or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of Agent or any Lender in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; and (g) Protective Advances. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, reasonable legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Borrower or independent contractors in liquidating any Collateral, and reasonable travel expenses.

Federal Funds Rate: (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/100 of 1%) charged to Bank of America on the applicable day on such transactions, as determined by Agent.

Fiscal Quarter: each period of three months, commencing on the first day of a Fiscal Year.

Fiscal Year: the fiscal year of Borrowers and Subsidiaries for accounting and tax purposes, ending on December 31 of each year.

FLSA: the Fair Labor Standards Act of 1938.

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Foreign Affiliate Loans: the loans made by Titan Luxembourg S.A.R.L. and Titan International Luxembourg S.A.R.L. to Titan International in an aggregate principal amount not to exceed $50,000,000.

Foreign Lender: any Lender that is organized under the laws of a jurisdiction other than the laws of the United States, or any state or district thereof.

Foreign Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Borrower or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Borrower or Subsidiary.

Foreign Subsidiary: a Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code.

Fronting Exposure: a Defaulting Lender’s Pro Rata share of LC Obligations or Swingline Loans, as applicable, except to the extent allocated to other Lenders under Section 4.2.

Full Payment: with respect to any Obligations, (a) the full and indefeasible cash payment thereof, including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); and (b) if such Obligations are LC Obligations or inchoate or contingent in nature, Cash Collateralization thereof (or delivery of a standby letter of credit acceptable to Agent in its discretion, in the amount of required Cash Collateral). No Loans shall be deemed to have been paid in full until all Commitments related to such Loans have expired or been terminated.

GAAP: generally accepted accounting principles in effect in the United States from time to time; provided, that Borrower Agent may, upon not less than sixty (60) days prior written notice to Agent, make a one-time election to switch to IFRS, if permitted to do so by the SEC in its filings with the SEC; and following such election, “GAAP” shall mean IFRS. After such election, the Borrowers cannot subsequently elect to report under U.S. generally accepted accounting principles.

Governmental Approvals: all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

Governmental Authority: any federal, state, local, foreign or other agency, authority, body, commission, court, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for any public corporation established by law or any governmental, judicial, investigative, regulatory or self-regulatory authority or entity.

Hedging Agreement: any “swap agreement” as defined in Section 101(53B)(A) of the Bankruptcy Code.

IFRS: the International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board, as in effect from time to time.

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Indemnified Taxes: Taxes other than Excluded Taxes.

Indemnitees: collectively, Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees.

Indentures: collectively, the 2009 Note Indenture and the 2010 Note Indenture.

Insolvency Proceeding: any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

Intellectual Property: all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing.

Intercreditor Agreement: that certain Intercreditor and Collateral Access Agreement dated as of October 1, 2010 by and among Agent, U.S. Bank National Association, as trustee and collateral trustee under the 2010 Note Indenture, Titan International and certain of its Subsidiaries.

Interest Period: as defined in Section 3.1.3.

Inventory Formula Amount: the lesser of (i) 65% of the Value of Eligible Inventory; or (iii) 85% of the NOLV Percentage of the Value of Eligible Inventory.

Investment: an Acquisition; an acquisition of record or beneficial ownership of any Equity Interests of a Person; or an advance or capital contribution to or other investment in a Person.

IRS: the United States Internal Revenue Service.

Issuing Bank: Bank of America or any Affiliate of Bank of America, or any replacement issuer appointed pursuant to Section 2.3.4.

Issuing Bank Indemnitees: Issuing Bank and its officers, directors, employees, agents (including attorneys) and, if utilized in connection with the transactions related to this Agreement, Affiliates.

LC Application: an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit, in form and substance satisfactory to Issuing Bank.

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LC Conditions: the following conditions necessary for issuance of a Letter of Credit: (a) each of the conditions set forth in Section 6; (b) after giving effect to such issuance, total LC Obligations do not exceed the Letter of Credit Subline, no Overadvance exists and, if no Revolver Loans are outstanding, the LC Obligations do not exceed the Borrowing Base (without giving effect to the LC Reserve for purposes of this calculation); (c) the expiration date of such Letter of Credit is (i) no more than 365 days from issuance, in the case of standby Letters of Credit, and (ii) no more than 120 days from issuance, in the case of documentary Letters of Credit; and (d) the Letter of Credit and payments thereunder are denominated in Dollars.

LC Documents: all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Borrowers or any other Person to Issuing Bank or Agent in connection with any Letter of Credit.

LC Obligations: the sum (without duplication) of (a) all amounts owing by Borrowers for any drawings under Letters of Credit; and (b) the stated amount of all outstanding Letters of Credit.

LC Request: a request for issuance of a Letter of Credit, to be provided by Borrower Agent to Issuing Bank, in form satisfactory to Issuing Bank and, if the Issuing Bank is not Bank of America or an Affiliate thereof, Agent.

LC Reserve: the aggregate of all LC Obligations, other than those that have been Cash Collateralized by Borrowers.

Lender Indemnitees: Lenders and their officers, directors, employees, agents (including attorneys) and, if utilized in connection with the transactions related to this Agreement, Affiliates.

Lenders: as defined in the preamble to this Agreement, including Agent in its capacity as a provider of Swingline Loans and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance.

Lending Office: the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter by notice to Agent and Borrower Agent.

Letter of Credit: any standby or documentary letter of credit issued by Issuing Bank for the account of a Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or Issuing Bank for the benefit of a Borrower.

Letter of Credit Subline: $50,000,000.

LIBOR: for any Interest Period for a LIBOR Loan, the per annum rate of interest (rounded up, if necessary, to the nearest 1/100th of 1%) determined by Agent at approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term equivalent to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source designated by Agent); or (b) if BBA LIBOR is unavailable for any reason, the interest rate per annum at which Dollar deposits in the approximate amount of the LIBOR Loan being made or converted, with a term equivalent to such Interest Period would be offered for delivery on the first day of such Interest Period by Agent’s London branch to major

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banks in the London interbank Eurodollar market at that same time. If the Board of Governors imposes a Reserve Percentage with respect to LIBOR deposits, then LIBOR shall be the foregoing rate, divided by 1 minus the Reserve Percentage.

LIBOR Loan: each set of LIBOR Revolver Loans having a common length and the same Interest Period commencement date.

LIBOR Revolver Loan: a Revolver Loan that bears interest based on LIBOR.

LIBOR Unavailability Period: collectively, any such period as defined in Section 3.5 or Section 3.6.

License: any license or agreement under which a Borrower is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

Licensor: any Person from whom a Borrower obtains the right to use any Intellectual Property.

Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, mortgage, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

Lien Waiver: an agreement, in form and substance satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral to the Lien of Agent, and agrees to permit Agent, after a Borrower’s Default or Event of Default, to enter upon the leased premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral to the Lien of Agent, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request following an Event of Default; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral to the Lien of Agent, and agrees to deliver the Collateral to Agent upon request following an Event of Default; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

Loan: a Revolver Loan.

Loan Documents: this Agreement, Other Agreements and Security Documents.

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Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Margin Stock: as defined in Regulation U of the Board of Governors.

Material Adverse Effect: the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, operations, Properties, prospects or condition (financial or otherwise) of any Borrower, on the value of any material Collateral, on the enforceability of any Loan Documents, or on the validity or priority of Agent’s Liens on any Collateral; (b) impairs the ability of a Borrower to perform its obligations under the Loan Documents, including repayment of any Obligations; or (c) otherwise impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any Collateral.

Material Contract: any agreement or arrangement to which a Borrower or Subsidiary is party (other than the Loan Documents) (a) that is deemed to be a material contract under any securities law applicable to such Person, including the Securities Act of 1933; (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect; or (c) that relates to Subordinated Debt, or to Debt in an aggregate amount of $50,000,000 or more.

Moody’s: Moody’s Investors Service, Inc., and its successors.

Multiemployer Plan: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

Net Proceeds: with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by a Borrower or Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt secured by a Permitted Lien senior to Agent’s Liens on Collateral sold; (c) Excluded Taxes, transfer taxes or other similar taxes; and (d) reserves for indemnities, until such reserves are no longer needed.

No Draw Period: any period of time after September 15, 2016 during which Titan International’s Common Stock is trading below the Conversion Price based on a ten (10) Business Day rolling average and until the date on which either (i) Titan International’s Common Stock is trading at or above one hundred five percent (105%) of the Conversion Price based on a fifteen (15) Business Day rolling average or (ii) the 2009 Convertible Notes have either been fully redeemed by Titan International or refinanced on or prior to the Convertible Note’s Maturity Date with Refinancing Debt having a maturity date after the Revolver Termination Date.

NOLV Percentage: the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly, negotiated, sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of Borrowers’ Inventory performed by an appraiser and on terms satisfactory to Agent.

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Non-Restriction Period Permitted Acquisition: any Acquisition as long as no Restriction Trigger Period exists or would result therefrom.

Notice of Borrowing: a form satisfactory to Agent to be provided by Borrower Agent to Agent to request a Borrowing of Revolver Loans.

Notice of Conversion/Continuation: a form satisfactory to Agent to be provided by Borrower Agent to Agent to request a conversion or continuation of any Loans as LIBOR Loans.

Obligations: all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Borrowers with respect to Letters of Credit, (c) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other amounts payable by Borrowers under Loan Documents, (d) Secured Bank Product Obligations, (e) all obligations in respect of the Titan Brazil Guaranty, and (f) other Debts, obligations and liabilities of any kind owing by Borrowers pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

Ordinary Course of Business: the ordinary course of business of any Borrower or Subsidiary, consistent with past practices and undertaken in good faith.

Organic Documents: with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

Original Credit Agreement: as defined in the recitals to this Agreement.

Original Guaranty and Collateral Agreement: that certain Guaranty and Collateral Agreement dated as of July 23, 2004, by and among the Borrowers and certain of their Subsidiaries in favor of Agent, as the same has been amended, supplemented, modified and reaffirmed up to but not including the date hereof.

OSHA: the Occupational Safety and Hazard Act of 1970.

Other Agreement: each LC Document, fee letter (including without limitation the Agent Fee Letter), Lien Waiver, Subordination Agreement, the Intercreditor Agreement, Borrowing Base Certificate, Borrower Materials, Hedging Agreement or other note, document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by a Borrower or other Person to Agent or a Lender in connection with any transactions relating hereto.

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Other Taxes: all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

Overadvance: as defined in Section 2.1.5.

Overadvance Loan: a Base Rate Revolver Loan made when an Overadvance exists or is caused by the funding thereof.

Participant: as defined in Section 13.2.

Patriot Act: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

Payment Item: each check, draft or other item of payment payable to a Borrower, including those constituting proceeds of any Collateral.

PBGC: the Pension Benefit Guaranty Corporation.

Pension Plan: any employee pension benefit plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Borrower or ERISA Affiliate or to which the Borrower or ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding five plan years.

Permitted Acquisition: any Non-Restriction Period Permitted Acquisition or Restriction Period Permitted Acquisition.

Permitted Asset Disposition: as long as no Default or Event of Default exists or is caused thereby, an Asset Disposition that is (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Equipment or Real Estate; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; or (d) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Borrower’s default.

Permitted Contingent Obligations: Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; or (g) in an aggregate amount of $50,000,000 or less at any time.

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Permitted Discretion: a determination made in the exercise, in good faith, of reasonable business judgment (from the perspective of a secured, asset-based lender).

Permitted Lien: as defined in Section 10.2.2.

Permitted Purchase Money Debt: Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not exceed $50,000,000 at any time.

Person: any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity.

Plan: any employee benefit plan (as defined in Section 3(3) of ERISA) established by a Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate.

Platform: as defined in Section 14.3.3.

Prime Rate: the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is set by Bank of America on the basis of various factors, including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate. Any change in such rate publicly announced by Bank of America shall take effect at the opening of business on the day specified in the announcement.

Pro Rata: with respect to any Lender, a percentage (rounded to the ninth decimal place) determined (a) while Revolver Commitments are outstanding, by dividing the amount of such Lender’s Revolver Commitment by the aggregate amount of all Revolver Commitments; and (b) at any other time, by dividing the amount of such Lender’s Loans and LC Obligations outstanding by the aggregate amount of all outstanding Loans and LC Obligations.

Properly Contested: with respect to any obligation of a Borrower, (a) the obligation is subject to a bona fide dispute regarding amount or the Borrower’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings instituted within the time allowed by law and diligently pursued thereafter; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment could not have a Material Adverse Effect, nor result in forfeiture or sale of any assets of the Borrower; (e) no Lien is imposed on assets of the Borrower, unless bonded and stayed to the satisfaction of Agent; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

Property: any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Protective Advances: as defined in Section 2.1.6.

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Purchase Money Debt: (a) Debt (other than the Obligations) incurred for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions, modifications or refinancings (but not increases) thereof.

Purchase Money Lien: a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired in whole or in part by such Debt and constituting a Capital Lease or a purchase money security interest under the UCC.

Real Estate: all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

Refinancing Conditions: the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than the Debt being extended, renewed or refinanced; (c) it has a market rate of interest based on Borrower's credit rating at such time; (d) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (e) the representations, covenants and defaults applicable to it are no less favorable (when taken as a whole) to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (f) no additional Liens or collateral is granted to secure it; (g) no additional Person is obligated on such Debt unless such Person is or has been added as a Borrower hereto; and (h) upon giving effect to it, no Default or Event of Default exists.

Refinancing Debt: Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (d), (f), (h), (i), (j) or (o).

Reimbursement Date: as defined in Section 2.3.2.

Rent and Charges Reserve: the aggregate of (a) all past due rent and other amounts owing by a Borrower to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve equal to three months rent and other charges that could be payable to any such Person, unless such Person has executed a Lien Waiver.

Report: as defined in Section 12.2.3.

Reportable Event: any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

Reporting Trigger Period: the period (a) commencing on the day that (i) an Event of Default has existed or Availability has been less than 15% of the Commitments, in either case, for two consecutive Business Days or (ii) Availability is less than 12.5% of the Commitments at any time; and (b) continuing until, during the preceding 45 consecutive days, no Event of Default has existed and Average Availability is greater than 15% of Commitments for such period.

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Required Lenders: two or moreLenders which are not Affiliates (subject to Section 4.2) having together (a) Revolver Commitments in excess of 50% of the aggregate Revolver Commitments; and (b) if the Revolver Commitments have terminated, outstanding Loans in excess of 50% of all outstanding Loans; provided, however, that the Commitments and outstanding Loans of any Defaulting Lender shall be excluded from such calculation.

Reserve Percentage: the reserve percentage (expressed as a decimal, rounded up to the nearest 1/100th of 1%) applicable to member banks under regulations issued by the Board of Governors for determining the maximum reserve requirement for Eurocurrency liabilities.

Restricted Investment: any Investment by a Borrower, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to Agent; (c) loans and advances permitted under Section 10.2.7; and (d) Restriction Period Permitted Acquisitions.

Restriction Period Permitted Acquisition: any Acquisition during a Restriction Trigger Period as long as (a) no Default or Event of Default exists or is caused thereby and (b) either (X) (i) the consideration paid for the assets, business or Person being acquired (the “Target”) consists solely of Equity Interests in one or more of the Borrowers, (ii) the Target had positive cash flow for the 12 month period most recently ended, (iii) no Debt or Liens are incurred, assumed or result from the Acquisition and (iv) Borrower Agent delivers to Agent, at least 10 Business Days prior to the Acquisition, copies of all material agreements relating thereto or (Y) such Acquisition is approved in writing by Agent and Required Lenders in their sole discretion.

Restriction Trigger Period: the period (a) commencing on the day that an Event of Default occurs or Availability is less than 25% of the Commitments at any time; and (b) continuing until, during the preceding 45 consecutive days, no Event of Default has existed and Average Availability is greater than 25% of Commitments for such period; provided, that the Borrowers shall not be permitted to cure an event giving rise to a Restriction Trigger Period more than 3 times in any Fiscal Year.

Restrictive Agreement: an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower or Subsidiary to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt.

Revolver Commitment: for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1(a), as hereafter modified pursuant to Section 2.1.7 or an Assignment and Acceptance to which it is a party. “Revolver Commitments” means the aggregate amount of such commitments of all Lenders.

Revolver Loan: an advance made to a Borrower pursuant to Section 2.1, and any Swingline Loan, Overadvance Loan or Protective Advance.

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Revolver Termination Date: December 21, 2017; provided, that if on or prior to July 1, 2017, (i) the 2010 Notes and the “Obligations” under and as defined in the 2010 Note Indenture shall not have been repaid in full or refinanced with Refinancing Debt having a maturity date at least three months after the Revolver Termination Date or (ii) the maturity date of the 2010 Notes shall not have been extended to a date later than December 31, 2017, then the term “Revolver Termination Date” shall mean July 1, 2017.

Royalties: all royalties, fees, expense reimbursement and other amounts payable by a Borrower under a License.

S&P: Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its successors.

SEC: the Securities and Exchange Commission or any other Governmental Authority succeeding to any of the principal functions thereof.

Secured Bank Product Obligations: Debt, obligations and other liabilities with respect to Bank Products owing by a Borrower or Subsidiary to a Secured Bank Product Provider.

Secured Bank Product Provider: (a) Bank of America or any of its Affiliates; and (b) any other Lender or Affiliate of a Lender that is providing a Bank Product, provided such provider delivers written notice to Agent, in form and substance satisfactory to Agent, within 10 days following the later of the Closing Date or creation of the Bank Product, (i) describing the Bank Product and setting forth the maximum amount to be secured by the Collateral and the methodology to be used in calculating such amount, and (ii) agreeing to be bound by Section 12.13.

Secured Parties: Agent, Issuing Bank, Lenders and Secured Bank Product Providers.

Security Documents: the Deposit Account Control Agreements,and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

Senior Officer: each of the chairman of the board, president, chief executive officer, chief operating officer, chief financial officer, secretary or treasurer of a Borrower.

Settlement Report: a report summarizing Revolver Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Revolver Commitments.

Subordinated Debt: the Foreign Affiliate Loans and any other Debt incurred by a Borrower that is expressly subordinate and junior in right of payment to Full Payment of all Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) satisfactory to Agent.

Subordinated Debt Documents: all documents and instruments relating to the Subordinated Debt and all amendments and modifications thereof.

Subordination Agreements: all subordination agreements executed by a holder of Subordinated Debt in favor of Agent and the other Secured Parties from time to time on or after the Closing Date.

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Subsidiary: any Person (other than a natural person) at least 50% of whose voting securities or Equity Interests is owned by a Borrower or any combination of Borrowers (including indirect ownership by a Borrower through other Persons in which the Borrower directly or indirectly owns 50% of the voting securities or Equity Interests).

Swingline Loan: any Borrowing of Base Rate Revolver Loans funded with Agent’s funds, until such Borrowing is settled among Lenders or repaid by Borrowers.

Taxes: all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Titan Brazil Guaranty: that certain guaranty in favor of Bank of America given by Titan International dated as of May 6, 2011 of the indebtedness or any other obligations incurred by Titan Pneus do Brasil Ltda., a company organized under the laws of Brazil, and relating to indebtedness owing to Bank of America or any Affiliate thereof, as amended, restated, extended, supplemented or otherwise modified in writing from time to time.

Titan Europe: Titan Europe Plc, a United Kingdom company, whose principal activity is manufacturing and selling steel wheels, undercarriage components and assemblies for tracked and wheeled “off road” vehicles in the agricultural, construction, and mining industries.

Transferee: any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

Type: any type of a Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period.

UCC: the Uniform Commercial Code as in effect in the State of Illinois or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

Unused Line Fee Rate: a per annum rate equal to (a) 0.375%, if the average daily balance of Revolver Loans and stated amount of Letters of Credit was 50% or less of the Revolver Commitments during the preceding Fiscal Quarter, or (b) 0.25%, if such average daily balance was more than 50% of the Revolver Commitments during the preceding Fiscal Quarter.

Upstream Payment: a Distribution by a Subsidiary of a Borrower to such Borrower.

Value: (a) for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-in, first‑out basis (it being understood that Borrowers’ financial statements may be prepared on a last-in, first-out basis with respect to raw materials, with applicable reserves related thereto), and excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates; and (b) for an Account, its face amount, net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person.

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1.2.Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in such change and the change is disclosed to Agent.

1.3.Uniform Commercial Code. As used herein, the following terms are defined in accordance with the UCC in effect in the State of Illinois from time to time: “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Document,” “Equipment,” “General Intangibles,” “Goods,” “Instrument,” “Inventory,” “Letter-of-Credit Right” and “Supporting Obligation.”

1.4.Certain Matters of Construction. The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section means, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; (f) time of day mean time of day at Agent’s notice address under Section 14.3.1; or (g) discretion of Agent, Issuing Bank or any Lender means the sole and absolute discretion of such Person (unless the word discretion is otherwise expressly qualified herein). All references to Value, Borrowing Base components, Loans, Letters of Credit, Obligations and other amounts herein shall be denominated in Dollars, unless expressly provided otherwise, and all determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation and calculation used by Borrowers in the Ordinary Course of Business, and otherwise satisfactory to Agent (and not necessarily calculated in accordance with GAAP). Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. A reference to Borrowers’ “knowledge” or similar concept means actual knowledge of a Senior Officer of any Borrower.

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SECTION 2.CREDIT FACILITIES

2.1.Revolver Commitment.

2.1.1.Revolver Loans.(a)    On the “Restatement Date”, the “Lenders” issued “Revolving Commitments” (as each such term is defined in the Original Credit Agreement) to Titan International (“Existing Revolving Commitments”). On the Closing Date, the aggregate outstanding principal balance of the “Revolving Loans” (as such term is defined in the Original Credit Agreement) under the Existing Revolving Commitments was $0 (“Existing Revolving Loans”). On the Closing Date, certain of the Lenders shall purchase from certain of the Continuing Lenders and the Exiting Lenders, Existing Revolving Commitments and the related Existing Revolving Loans, if any, in amounts such that after giving effect to all such purchases, the Revolving Commitments of the Lenders shall be as indicated on Schedule 1.1(a). Such purchases shall be at par and shall be payable by such purchasing Lenders to Agent, for the respective accounts of the applicable Continuing Lenders and/or Exiting Lenders, by 12:00 noon on the Closing Date. Upon the terms and subject to the conditions hereof, such outstanding Existing Revolving Commitments and Existing Revolving Loans shall constitute Revolving Commitments and Revolving Loans, respectively, under this Agreement from and after the Closing Date, and shall henceforth be governed by the terms and conditions of this Agreement in all respects.

(b)    Each Lender agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, except for during a No Draw Period, to make Revolver Loans (including to the extent applicable, such Lender’s Existing Revolving Loans) to Borrowers from time to time through the Commitment Termination Date. The Revolver Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Revolver Loan if the unpaid balance of Revolver Loans outstanding at such time (including the requested Loan) would exceed the Borrowing Base.

2.1.2.Revolver Notes. The Revolver Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Lender, Borrowers shall deliver to such Lender a promissory note evidencing its Revolver Loans.

2.1.3.Use of Proceeds. The proceeds of Revolver Loans shall be used by Borrowers solely (a) to satisfy existing Debt; (b) to pay fees and transaction expenses associated with the closing of this credit facility; (c) to pay Obligations in accordance with this Agreement; and (d) for lawful corporate purposes of Borrowers, including working capital.

2.1.4.Voluntary Reduction or Termination of Revolver Commitments.

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(a)    The Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least 90 days prior written notice to Agent at any time after the first Loan Year, Borrowers may, at their option, terminate the Revolver Commitments and this credit facility without premium or penalty (except for LIBOR breakage costs pursuant to Section 3.9, if any). Any notice of termination given by Borrowers shall specify the termination date and shall be irrevocable. On the termination date, Borrowers shall make Full Payment of all Obligations.

(b)    Borrowers may permanently reduce the Revolver Commitments, without premium or penalty (except for LIBOR breakage costs pursuant to Section 3.9, if any), on a Pro Rata basis for each Lender, upon at least 90 days prior written notice to Agent delivered at any time after the First Loan Year, which notice shall specify (i) the amount of the reduction and (ii) the effective date of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $10,000,000, or an increment of $1,000,000 in excess thereof.

2.1.5.Overadvances. If the outstanding aggregate Revolver Loans and L/C Obligations exceed the Borrowing Base (“Overadvance”) at any time, the excess amount shall be payable by Borrowers on demand, in writing, by Agent, but all such Revolver Loans and L/C Obligations shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed $15,000,000; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $15,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the outstanding Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

2.1.6.Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied to make Base Rate Revolver Loans (“Protective Advances”) (a) up to an aggregate amount of $15,000,000 outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectibility or repayment of Obligations, as long as such Loans do not cause the outstanding Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments; or (b) to pay any other amounts chargeable to Borrowers under any Loan Documents, including interest, costs, fees and expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances under clause (a) by written notice to Agent. Absent such revocation, Agent’s determination that the funding of a Protective Advance is appropriate shall be conclusive.

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2.1.7.Increase in Revolver Commitments. Borrowers, through Borrower Agent, may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) such increase is approved by Agent in its sole discretion and is subject to terms and conditions mutually agreed upon by Agent and Borrower Agent, (b) the requested increase is in a minimum amount of $10,000,000 or the Euro equivalent thereof (as determined by Agent) (or such lesser amount which would, when added to all previously authorized increases pursuant hereto, cause such increase to reach the maximum amount set forth below) and is offered on the same terms as existing Revolver Commitments, except for a closing fee specified by Borrowers, (c) increases under this Section do not collectively exceed $50,000,000 or the Euro equivalent thereof (as determined by Agent) in the aggregate and no more than 4 increases are made, (d) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (e) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement and (f) if such increase provides the Borrowers’ Foreign Subsidiaries access to Euro borrowings hereunder, cause such Foreign Subsidiaries to guaranty the Obligations to the extent of their access to such Euro borrowings in a manner satisfactory to Agent and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent on all Collateral of such Foreign Subsidiaries, including delivery of such legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate (the “Accordion”). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Agent shall promptly notify Borrower Agent of the Lender’s response. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder so as to bring the Revolver Commitment up to the amount requested by Borrower Agent. Agent may allocate, in its discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. If the full increase requested by Borrower's Agent is not committed to by the Lenders after taking into account the participation of Eligible Assignees, then the Revolving Commitment nonetheless shall be increased to the extent the Lenders and/or Eligible Assignees expressly commit thereto pursuant to this Section 2.1.7. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.

2.2.[Intentionally Omitted].

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2.3.Letter of Credit Facility.

2.3.1.Issuance of Letters of Credit . Except for during a No Draw Period, Issuing Bank shall issue Letters of Credit from time to time until 10 days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

(a)    Each Borrower acknowledges that Issuing Bank’s issuance of any Letter of Credit is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance; (ii) each of the LC Conditions is satisfied; and (iii) if a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any Fronting Exposure associated with such Lender. If, in sufficient time to act, Issuing Bank receives written notice from Required Lenders that one or more of the LC Conditions has not been satisfied, Issuing Bank shall not issue the requested Letter of Credit. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions.

(b)    Letters of Credit may be requested by a Borrower to support obligations incurred in the Ordinary Course of Business, or as otherwise approved by Agent. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application may be required at the discretion of Issuing Bank.

(c)    Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary except for errors by the Issuing Bank in payment or honoring of any draws thereupon due to its gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any LC Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any LC Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any LC Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or LC Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit.

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(d)    In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

2.3.2.Reimbursement; Participations.

(a)    If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base Rate Revolver Loans from the day after the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

(b)    Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of Credit. If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time.

(c)    The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Borrower may have with respect to any Obligations. Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Borrower.

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Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Borrower.

(d)    No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any Letter of Credit or LC Document except as a result of its gross negligence or willful misconduct. Issuing Bank may refrain from taking any action with respect to a Letter of Credit until it receives written instructions from Required Lenders.

2.3.3.Cash Collateral. If any LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time (a) that an Event of Default exists, (b) that Availability is less than zero, (c) after the Commitment Termination Date, or (d) within 10 Business Days prior to the Revolver Termination Date, then Borrowers shall, at Issuing Bank’s or Agent’s request, Cash Collateralize the stated amount of all outstanding Letters of Credit and pay to Issuing Bank the amount of all other LC Obligations. Borrowers shall, on demand, in writing, by Issuing Bank or Agent from time to time, Cash Collateralize the Fronting Exposure of any Defaulting Lender. If Borrowers fail to provide any Cash Collateral as required hereunder, Lenders may (and shall upon direction of Agent) advance, as Revolver Loans, the amount of the Cash Collateral required (whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied).

2.3.4.Resignation of Issuing Bank. Issuing Bank may resign at any time upon notice to Agent and Borrowers. On and after the effective date of such resignation, Issuing Bank shall have no obligation to issue, amend, renew, extend or otherwise modify any Letter of Credit, but shall continue to have all rights and other obligations of an Issuing Bank hereunder relating to any Letter of Credit issued by it prior to such date. Agent shall promptly appoint a replacement Issuing Bank, which, as long as no Default or Event of Default exists, shall be reasonably acceptable to Borrowers.

SECTION 3.INTEREST, FEES AND CHARGES

3.1.Interest.

3.1.1.Rates and Payment of Interest.

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(a)    The Obligations shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect from time to time, plus the Applicable Margin; (ii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin; and (iii) if any other Obligation (including, to the extent permitted by law, interest not paid when due), at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Revolver Loans.

(b)    During an Insolvency Proceeding with respect to any Borrower, or during any other Event of Default, but only for as long as it continues, if Agent or Required Lenders in their discretion so elect, Obligations shall bear interest at the Default Rate (whether before or after any judgment).

(c)    Interest shall accrue from the date a Loan is advanced or Obligation is incurred or payable, until paid in full by Borrowers. If a Loan is repaid on the same day made, one day’s interest shall accrue. Interest accrued on the Loans shall be due and payable in arrears, (i) for each Base Rate Loan, on the first day of each month; (ii) for each LIBOR Loan, on the last day of each Interest Period relating to such LIBOR Loan; (iii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iv) on the Commitment Termination Date. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand, in writing. Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand, in writing.

3.1.2.Application of LIBOR to Outstanding Loans.

(a)    Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base Rate Loans to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During any Default or Event of Default, Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR Loan.

(b)    Whenever Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans effective on the last day such Interest Period.

3.1.3.Interest Periods. In connection with making, converting or continuing any LIBOR Loans, Borrowers shall select an interest period (“Interest Period”) to apply to such Loans, which Interest Period shall be one month, two months or three months; provided, however, that:

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(a)    the Interest Period shall begin on the date the Loan is made or continued as, or converted into, a LIBOR Loan, and shall expire on the numerically corresponding day in the calendar month at its end;

(b)    if any Interest Period begins on a day for which there is no corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period would otherwise expire on a day that is not a Business Day, the period shall expire on the next Business Day; and

(c)    no Interest Period shall extend beyond the Revolver Termination Date.

3.1.4.Interest Rate Not Ascertainable. If Agent shall determine that on any date for determining LIBOR, due to any circumstance affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate on the basis provided herein, then Agent shall immediately notify Borrowers of such determination. Until Agent notifies Borrowers that such circumstance no longer exists, the obligation of Lenders to make LIBOR Loans shall be suspended, and no further Loans may be converted into or continued as LIBOR Loans.

3.2.Fees.

3.2.5.Unused Line Fee. Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Unused Line Fee Rate times the amount by which the Revolver Commitments exceed the average daily outstanding balance of Revolver Loans and stated amount of Letters of Credit during any month. Such fee shall be payable in arrears, on the first day of each Fiscal Quarter and on the Commitment Termination Date.

3.2.6.LC Facility Fees. Borrowers shall pay (a) to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Applicable Margin in effect for LIBOR Revolver Loans times the average daily stated amount of Letters of Credit, which fee shall be calculated and payable quarterly in arrears, on the first day of each Fiscal Quarter; (b) to Agent, for its own account, a fronting fee equal to 0.125% per annum computed on the stated amount of each Letter of Credit, which fee shall be payable quarterly in arrears, on the first day of each Fiscal Quarter; and (c) to Issuing Bank, for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred. During an Event of Default, the fee payable under clause (a) shall be increased by 2% per annum.

3.2.7.[Intentionally Omitted].

3.2.8.Fee Letters. Borrowers shall pay all fees set forth in the Agent Fee Letter and any other fee letter executed in connection with this Agreement.

3.3.Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days, except that for purposes of any Base Rate Loan (as to which the interest is not determined with reference to LIBOR) interest shall be calculated on the basis of a year of 365/366 days.

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Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error; provided that Agent shall, upon a written request of Borrower Agent, deliver to Borrower Agent a statement showing the computations or calculations used by Agent in determining any such fee, interest amount, or interest rate. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7,3.9 or 5.9, submitted to Borrower Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 days following receipt of the certificate. Notwithstanding anything set forth in this Section 3.3 to the contrary, any Lender that shall have a Change of Law (solely for purposes hereof, “Change of Law” shall be a Change of Law as defined in clause (c) of the definition thereof, without having the force of law) imposed upon it that shall, in the reasonable determination of such Lender, result in any payment amounts owing by Borrowers to such Lender pursuant to Sections 3.7 or 3.9, such Lender shall give Borrower Agent prior written notice of the implementation of such Change in Law. Borrower shall then have the right to remove such Lender, as permitted pursuant to Section 13.4, prior to the implementation of such Change in Law. Otherwise, Borrower shall make any amounts payable therefrom as set forth in this Section 3.3 and either Section 3.7 or 3.9, as applicable.

3.4.Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Borrower or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Agent’s professionals based on actual time expended and charged-out at their then applicable hourly rates for like matters, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction. Borrowers acknowledge that counsel may provide Agent with a benefit, such as a discount, credit or other accommodation, based on counsel’s overall relationship with Agent, including fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements or a Borrowing Base Certificate), it is determined that a higher or lower Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and (i) if a higher Applicable Margin should have applied, then Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid or (ii) if a lower Applicable Margin should have applied, Agent shall establish a credit for Borrowers in an amount equal to the difference between the amount of interest and fees that would have accrued using the proper Applicable Margin and the amount actually paid to Lenders (but only so long as each such Lender’s Revolver Commitment has not changed during such applicable period). All amounts payable by Borrowers under this Section shall be due on demand, in writing, from Agent.

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3.5.Illegality. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Agent and so long as such circumstance shall continue, any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended until such Lender notifies Agent that the circumstances giving rise to such determination no longer exist (such period, a “LIBOR Unavailability Period”). Upon delivery of such notice, Borrowers shall prepay or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans (other than a Base Rate Loan based on LIBOR), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted. The foregoing shall not affect any Lenders ability to make Base Rate Loans as to which the interest rate is not determined with reference to LIBOR.

3.6.Inability to Determine Rates. If Required Lenders notify Agent in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR Loan, that they have reasonably determined that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then Agent will promptly so notify Borrower Agent and each Lender. Thereafter, the obligation of Lenders to make or continue LIBOR Loans shall be suspended until Agent (upon instruction by Required Lenders) revokes such notice (such period, a “LIBOR Unavailability Period”). Upon receipt of such notice, Borrower Agent may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a Base Rate Loan (as to which the interest rate is not determined with reference to LIBOR).

3.7.Increased Costs; Capital Adequacy.

3.7.1.Change in Law. If any Change in Law shall:

(a)    impose, modify or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in LIBOR) or Issuing Bank;

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(b)    subject any Lender or Issuing Bank to any Tax with respect to any Loan, Loan Document, Letter of Credit or participation in LC Obligations, or change the basis of taxation of payments to such Lender or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.9 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or Issuing Bank); or

(c)    impose on any Lender, Issuing Bank or interbank market any other condition, cost or expense affecting any Loan, Loan Document, Letter of Credit, participation in LC Obligations, or Commitment;

and the result thereof shall be to increase the cost to such Lender of making or maintaining any Loan or Commitment, or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank (which, subject to Section 3.3, such request shall be accompanied by, if requested in writing by the Borrower Agent, a statement setting forth the basis for such request), Borrowers will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

3.7.2.Capital Adequacy. If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of Credit or participations in LC Obligations, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, Issuing Bank’s and holding company’s policies with respect to capital adequacy), then from time to time Borrowers will pay to such Lender or Issuing Bank upon such Lender’s or Issuing Bank’s request which request, subject to Section 3.3, shall be accompanied by, if requested in writing by the Borrower Agent, a calculation of the amount thereof in reasonable detail, as the case may be, such additional amount or amounts as will compensate it or its holding company for any such reduction suffered.

3.7.3.Compensation. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for any increased costs incurred or reductions suffered more than nine months prior to the date that the Lender or Issuing Bank notifies Borrower Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

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3.8.Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. In addition, each Lender agrees as soon as practicable after it becomes aware of any circumstances prompting the giving of notice under Section 3.5 or a request for payment from Borrowers under Section 3.7 or 3.9, that such Lender shall use reasonable commercial efforts to minimize costs and expenses incurred by it and payable by Borrowers pursuant thereto and shall instruct Agent to revoke the notice or suspend Borrowers’ payment/compensation as soon as possible after the circumstance giving rise thereto shall cease or pass with respect to such Lender.

3.9.Funding Losses. If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurs on a day other than the end of its Interest Period, (c) Borrowers fail to repay a LIBOR Loan when required hereunder, or (d) a Lender (other than a Defaulting Lender) is required to assign a LIBOR Loan prior to the end of its Interest Period pursuant to Section 13.4, then Borrowers shall pay to Agent, upon notice to Borrower Agent from Agent and subject to Section 3.3, if requested in writing by the Borrower Agent, accompanied by a statement setting forth the basis for the amount being claimed, its customary administrative charge and to each Lender all resulting losses and expenses, including loss of anticipated profits and any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. Lenders shall not be required to purchase Dollar deposits in any interbank or offshore Dollar market to fund any LIBOR Loan, but this Section shall apply as if each Lender had purchased such deposits.

3.10.Maximum Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“maximum rate”). If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers. In determining whether the interest contracted for, charged or received by Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 4.LOAN ADMINISTRATION

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4.1.Manner of Borrowing and Funding Revolver Loans.

4.1.1.Notice of Borrowing.

(a)    Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing (it being understood and agreed that no Revolver Loans may be requested during a No Draw Period). Such notice must be received by Agent no later than 12:00 noon (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 12:00 noon shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified).

(b)    Unless payment is otherwise timely made by Borrowers (when due) any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product Obligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates.

(c)    If Borrowers maintain any disbursement account with Agent or any Affiliate of Agent, then presentation for payment of any Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loan on the date of such presentation, in the amount of the Payment Item. The proceeds of such Revolver Loan may be disbursed directly to the disbursement account.

4.1.2.Fundings by Lenders. Each Lender shall (by making its funds available in accordance with the Notice of Borrowing) timely honor its Revolver Commitment by advancing its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 1:00 p.m. on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least two Business Days before any proposed funding of LIBOR Loans. Each Lender shall fund to Agent such Lender’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 2:30 p.m. on the requested funding date, unless Agent’s notice is received after the times provided above, in which case Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans as directed by Borrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Lender’s share of any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not received by Agent, then Borrowers agree to repay to Agent on demand, in writing, the amount of such share, together with interest thereon from the

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date disbursed until repaid, at the rate applicable to the Borrowing. If the timing of the wire transfers from Lenders leads to a situation where although the Lenders wire the funds at 2:30 p.m. on any given Business Day, those funds are not available to Borrower until the following Business Day, then Borrower Agent may consider using a 1:00 p.m. time cut off for the wire transfer; provided that, the Borrower Agent provides its Notice of Borrowing at least one hour prior to the required time of notice normally required hereunder.

4.1.3.Swingline Loans; Settlement.

(a)    Agent may, but shall not be obligated to, advance Swingline Loans to Borrowers, up to an aggregate outstanding amount of $20,000,000, unless the funding is specifically required to be made by all Lenders hereunder. Each Swingline Loan shall constitute a Revolver Loan for all purposes, except that payments thereon shall be made to Agent for its own account. The obligation of Borrowers to repay Swingline Loans shall be evidenced by the records of Agent and need not be evidenced by any promissory note.

(b)    Settlement of Swingline Loans and other Revolver Loans among Lenders and Agent shall take place on a date determined from time to time by Agent (but at least weekly), in accordance with the Settlement Report delivered by Agent to Lenders. Between settlement dates, Agent may in its discretion apply payments on Revolver Loans to Swingline Loans, regardless of any designation by Borrower or any provision herein to the contrary. Each Lender’s obligation to make settlements with Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among Lenders hereunder, then each Lender shall be deemed to have purchased from Agent a Pro Rata participation in such Loan and shall transfer the amount of such participation to Agent, in immediately available funds, within one Business Day after Agent’s request therefor.

4.1.4.Notices. Borrowers may request, convert or continue Loans, select interest rates and transfer funds based on telephonic or e-mailed instructions to Agent; provided, however, that Borrowers may not request or continue Loans during a No Draw Period. Borrowers shall confirm each such request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs materially from the action taken by Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of telephonic or e-mailed instructions from a person believed in good faith by Agent or any Lender to be a person authorized to give such instructions on a Borrower’s behalf.

4.2.Defaulting Lender.

4.2.1.Reallocation of Pro Rata Share; Amendments. For purposes of determining Lenders’ obligations to fund or participate in Loans or Letters of Credit, Agent may exclude the Commitments and Loans of any Defaulting Lender(s) from the calculation of Pro Rata shares. A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section 14.1.1(c).

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4.2.2.Payments; Fees. Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Agent such amounts until all Obligations owing to Agent, non-Defaulting Lenders and other Secured Parties have been paid in full. Agent may apply such amounts to the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Lender’s Fronting Exposure, or readvance the amounts to Borrowers hereunder. A Lender shall not be entitled to receive any fees accruing hereunder during the period in which it is a Defaulting Lender, and the unfunded portion of its Commitment shall be disregarded for purposes of calculating the unused line fee under Section 3.2.1. If any LC Obligations owing to a Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

4.2.3.Cure. Borrowers, Agent and Issuing Bank may agree in writing that a Lender is no longer a Defaulting Lender. At such time, Pro Rata shares shall be reallocated without exclusion of such Lender’s Commitments and Loans, and all outstanding Revolver Loans, LC Obligations and other exposures under the Revolver Commitments shall be reallocated among Lenders and settled by Agent (with appropriate payments by the reinstated Lender) in accordance with the readjusted Pro Rata shares. Unless expressly agreed to by Borrowers, Agent and Issuing Bank, no reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender. The failure of any Lender to fund a Loan, to make a payment in respect of LC Obligations or otherwise to perform its obligations hereundershall not relieve any other Lender of its obligations, and no Lender shall be responsible for default by another Lender.

4.3.Number and Amount of LIBOR Loans; Determination of Rate. Each Borrowing of LIBOR Loans when made shall be in a minimum amount of $1,000,000, plus any increment of $100,000 in excess thereof.

4.4.Borrower Agent. Each Borrower hereby designates Titan International (“Borrower Agent”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Agent, Issuing Bank or any Lender. Borrower Agent hereby accepts such appointment. Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication with a Borrower hereunder to Borrower Agent on behalf of such Borrower. Each of Agent, Issuing Bank and Lenders shall have the right, in its discretion, to deal exclusively with Borrower Agent for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it.

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4.5.One Obligation. The Loans, LC Obligations and other Obligations constitute one general obligation of Borrowers and are secured by Agent’s Lien on all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

4.6.Effect of Termination. On the effective date of the termination of all Commitments, the Obligations shall be immediately due and payable, and any Lender may terminate its and its Affiliates’ Bank Products (including, only with the consent of Agent, any Cash Management Services). Until Full Payment of the Obligations, all undertakings of Borrowers contained in the Loan Documents shall continue, and Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents. Agent shall not be required to terminate its Liens unless it receives Cash Collateral or a written agreement, in each case satisfactory to it, protecting Agent and Lenders from the dishonor or return of any Payment Items previously applied to the Obligations. Section 5.5, thisSection, and each indemnity or waiver given by a Borrower or Lender in any Loan Document (including those set forth in Sections 5.9.2, 5.10.3, 12.6 and 14.2), shall survive Full Payment of the Obligations for the applicable statutes of limitation periods with respect thereto.

SECTION 5.PAYMENTS

5.1.General Payment Provisions. All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 12:00 noon on the due date. Any payment after such time shall be deemed made on the next Business Day. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9. Borrowers agree that Agent shall have the continuing, exclusive right to apply and reapply payments and proceeds of Collateral against the Obligations, in such manner as Agent deems advisable, but whenever possible, any prepayment of Loans shall be applied first to Base Rate Loans and then to LIBOR Loans. All payments by a Borrower shall be made to Agent except for payments in discharge of amounts due a specific Lender to the extent expressly set forth and permitted herein, in which instance payment shall be made by such Borrower directly to the Lender to which such payment is due or owed.

5.2.Repayment of Revolver Loans. Revolver Loans shall be due and payable in full on the Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium. If any Asset Disposition includes the disposition of Accounts or Inventory, then Net Proceeds equal to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction in the Borrowing Base upon giving effect to such disposition, shall be applied to the Revolver Loans. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Revolver Loans in an amount sufficient to reduce the principal balance of Revolver Loans to the Borrowing Base.

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5.3.Mandatory Prepayments.

(a)    During any Dominion Trigger Period, all funds deposited into any Dominion Account shall automatically be dispersed to repay the outstanding Revolving Loans (for the avoidance of doubt, it being understood and agreed that, after such repayment and subject to the Availability Block and the other terms herein, Borrowers may reborrow hereunder in accordance with the terms herein);

(b)    Concurrently with the receipt by any Borrower of any net cash proceeds from any Asset Disposition of any Collateral (other than with respect to a Permitted Asset Disposition), in an amount equal to 100% of such Asset Disposition;

(c)     Concurrently with the receipt of any proceeds of insurance paid in respect of any Collateral, Borrowers shall prepay Revolver Loans in an amount equal to such proceeds, subject to Section8.6.2;

(d)    Concurrently with the receipt of any net cash proceeds from the issuance of any Debt of any Borrower (excluding Debt permitted by Section 10.2.1) in an amount equal to 100% of such net cash proceeds to the extent not used for Acquisitions by a Borrower within one hundred eighty (180) days thereafter.

(e)    Concurrently with any issuance of Equity Interests by a Borrower (excluding any issuance of Equity Interests (v) in defeasance and satisfaction of the 2009 Convertible Notes; (w) in connection with a Permitted Acquisition; (x) pursuant to any employee or director option program, benefit plan or compensation program; (y) by a Subsidiary to Titan International or another Subsidiary to Titan International or another Subsidiary or (z) if waived by the Required Lenders, in connection with a Change of Control of any Borrower), Borrowers shall prepay Revolver Loans in an amount equal to the net proceeds of such issuance (except to the extent that such proceeds are intended to be, and in fact are, reinvested within 180 days from such date of issuance).

(f)    Immediately upon the occurrence of a No Draw Period, Borrowers shall prepay in full the Revolver Loans (not including any outstanding Letters of Credit so long as Borrowers are in compliance with the LC Conditions at such time (other than with respect to compliance with Section 6.2(a))).

5.4.Payment of Other Obligations. Obligations other than Loans, including LC Obligations and Extraordinary Expenses, shall be paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand, in writing, by Agent.

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5.5.Marshaling; Payments Set Aside. None of Agent or Lenders shall be under any obligation to marshal any assets in favor of any Borrower or against any Obligations. If any payment by or on behalf of Borrowers is made to Agent, Issuing Bank or any Lender, or Agent, Issuing Bank or any Lender exercises a right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent, Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then to the extent of such recovery, the Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

5.6.Application and Allocation of Payments.

5.6.1.Application. Payments made by Borrowers hereunder shall be applied (a) first, as specifically required hereby; (b) second, to Obligations then due and owing; (b) third, to other Obligations specified by Borrowers; and (c) fourth, as determined by Agent in its discretion.

5.6.2.Post-Default Allocation. Notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Borrowers, realization on Collateral, setoff or otherwise, shall be allocated as follows:

(a)    first, to all costs and expenses, including Extraordinary Expenses, owing to Agent;

(b)    second, to all amounts owing to Agent on Swingline Loans;

(c)    third, (i) to all amounts owing to Issuing Bank and (ii) to all Obligations constituting fees (other than Secured Bank Product Obligations and Obligations in respect of the Titan Brazil Guaranty);

(e)    fourth, to all Obligations constituting interest (other than Secured Bank Product Obligations and Obligations in respect of the Titan Brazil Guaranty);

(f)    fifth, (i) to Cash Collateralization of LC Obligations, (ii) to all Loans and (iii) to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof) and Obligations in respect of the Titan Brazil Guaranty, in each case solely with respect to clause (iii), up to the amount of Availability Reserves existing therefor;

(h)    sixth, to all other Secured Bank Product Obligations and all other Obligations in respect of the Titan Brazil Guaranty; and

(i)    last, to all remaining Obligations.

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Amounts shall be applied to payment of each category of Obligations only after Full Payment of all preceding categories. If amounts are insufficient to satisfy a category, Obligations in the category shall be paid on a pro rata basis. Amounts distributed with respect to any Secured Bank Product Obligation shall be calculated using the methodology reported to Agent for such Obligation (but no greater than the maximum amount reported to Agent). Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable Secured Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in this Section are solely to determine the rights and priorities among Secured Parties, and may be changed by agreement among them without the consent of any Borrower. This Section is not for the benefit of or enforceable by any Borrower, and each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

5.6.3.Erroneous Application. Agent shall not be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender, such Lender hereby agrees to return such amount to Agent).

5.7.Dominion Account. The ledger balance in the main Dominion Account as of the end of a Business Day shall be applied to the Obligations at the beginning of the next Business Day, during any Dominion Trigger Period. If, as a result of such application, a credit balance exists, the balance shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Default or Event of Default exists.

5.8.Account Stated. The Agent shall maintain in accordance with its usual and customary practices account(s) evidencing the Debt of Borrowers hereunder. Any failure of Agent to record anything in a loan account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers to pay any amount owing hereunder. Entries made in a loan account shall constitute presumptive evidence of the information contained therein. If any information contained in a loan account is provided to or inspected by any Person, the information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.

5.9.Taxes.

5.9.1.Payments Free of Taxes. All payments by Borrowers of Obligations shall be free and clear of and without reduction for any Taxes. If Applicable Law requires any Borrower or Agent to withhold or deduct any Tax (including backup withholding or withholding Tax), the withholding or deduction shall be based on information provided pursuant to Section 5.10 and Agent shall pay the amount withheld or deducted to the relevant Governmental Authority. If the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by Borrowers shall be increased so that Agent, Lender or Issuing Bank, as applicable, receives an amount equal to the sum it would have received if no such withholding or deduction (including deductions

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applicable to additional sums payable under this Section) had been made. Without limiting the foregoing, Borrowers shall timely pay all Other Taxes to the relevant Governmental Authorities.

5.9.2.Payment. Borrowers shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Agent, Lenders and Issuing Bank for any Indemnified Taxes or Other Taxes (including those attributable to amounts payable under this Section) withheld or deducted by any Borrower or Agent, or paid by Agent, any Lender or Issuing Bank, with respect to any Obligations, Letters of Credit or Loan Documents, whether or not such Taxes were properly asserted by the relevant Governmental Authority, and including all penalties, interest and reasonable expenses relating thereto, as well as any amount that a Lender or Issuing Bank fails to pay indefeasibly to Agent under Section 5.10. A certificate as to the amount of any such payment or liability delivered to Borrower Agent by Agent, or by a Lender or Issuing Bank (with a copy to Agent), shall be conclusive, absent manifest error. As soon as practicable after any payment of Taxes by a Borrower, Borrower Agent shall deliver to Agent a receipt from the Governmental Authority or other evidence of payment satisfactory to Agent.

5.10.Lender Tax Information.

5.10.1.Status of Lenders. Each Lender shall deliver documentation and information to Agent and Borrower Agent, at the times and in form required by Applicable Law or reasonably requested by Agent or Borrower Agent, sufficient to permit Agent or Borrowers to determine (a) whether or not payments made with respect to Obligations are subject to Taxes, (b) if applicable, the required rate of withholding or deduction, and (c) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes for such payments or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

5.10.2.Documentation. If a Borrower is resident for tax purposes in the United States, any Lender that is a “United States person” within the meaning of section 7701(a)(30) of the Code shall deliver to Agent and Borrower Agent IRS Form W-9 or such other documentation or information prescribed by Applicable Law or reasonably requested by Agent or Borrower Agent to determine whether such Lender is subject to backup withholding or information reporting requirements. If any Foreign Lender is entitled to any exemption from or reduction of withholding tax for payments with respect to the Obligations, it shall deliver to Agent and Borrower Agent, on or prior to the date on which it becomes a Lender hereunder (and from time to time thereafter upon request by Agent or Borrower Agent, but only if such Foreign Lender is legally entitled to do so), (a) IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; (b) IRS Form W-8ECI; (c) IRS Form W-8IMY and all required supporting documentation; (d) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, IRS Form W-8BEN and a certificate showing such Foreign Lender is not (i) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code; or (e) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in withholding tax, together with such supplementary documentation necessary to allow Agent and Borrowers to determine the withholding or deduction required to be made.

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5.10.3.Lender Obligations. Each Lender and Issuing Bank shall promptly notify Borrowers and Agent of any change in circumstances that would change any claimed Tax exemption or reduction. Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Borrowers and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted against a Borrower or Agent by any Governmental Authority due to such Lender’s or Issuing Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section. Each Lender and Issuing Bank authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender or Issuing Bank under any Loan Document.

5.11.Nature and Extent of Each Borrower’s Liability.

5.11.1.Joint and Several Liability. Each Borrower agrees that it is jointly and severally liable for, and absolutely obligated to Agent and Lenders for the prompt payment and performance of, all Obligations and all agreements of Borrowers under the Loan Documents. Each Borrower agrees that its obligations hereunder shall not be discharged until Full Payment of the Obligations, and such obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement related thereto which any Borrower is or may become a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guaranty for the Obligations or any action, or the absence of any action, by Agent or any Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency of any Borrower; (e) any election by Agent or any Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Borrower for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of all Obligations.

5.11.2.Waivers.    Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or nonjudicial sale or enforcement, without affecting any rights and remedies under this Section 5.11. If, in taking any action in connection with the exercise of any rights or remedies, Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Borrower or other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, each Borrower consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had. Any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with

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respect to any security for the Obligations, even though that election of remedies destroys such Borrower’s rights of subrogation against any other Person. Agent may bid all or a portion of the Obligations at any foreclosure, trustee or other sale, including any private sale, and the amount of such bid need not be paid by Agent but shall be credited against the Obligations. The amount of the successful bid at any such sale completed in accordance with Applicable Law, whether Agent or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral (other than a private sale where Agent was the successful bidder, which shall be prima facie evidence of such fair market value of the Collateral), and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be (other than a private sale where Agent was the successful bidder, which shall be prima facie evidence of) the amount of the Obligations owing by the Borrowers under this Section 5.11.

5.11.3.Extent of Liability; Contribution. Nothing contained in this Section 5.11 shall limit the liability of any Borrower to pay Loans made directly or indirectly to that Borrower (including Loans advanced to any other Borrower and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower), LC Obligations relating to Letters of Credit issued to support such Borrower’s business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder.

5.11.4.Joint Enterprise. Each Borrower has requested that Agent and Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage. Borrowers acknowledge that Agent’s and Lenders’ willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request. Each Borrower shall receive substantial direct and indirect benefit from the consolidation of the credit facility of Borrowers. All of the Borrowers acknowledge and agree that Agent’s and Lenders’ willingness to extend credit to Borrowers and to administer the Collateral on a combined basis is conditioned on the foregoing agreement of the Borrowers to be jointly and severally liable therefor.

5.11.5.Subordination. Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Borrower, howsoever arising, to the Full Payment of all Obligations.

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SECTION 6.CONDITIONS PRECEDENT

6.1.Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:

(a)    Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Borrower shall be in compliance with all terms thereof.

(b)    Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.

(c)    Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent.

(d)    Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) no Default or Event of Default exists; (ii) the representations and warranties set forth in Section 9 are true and correct; and (iii) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.

(e)    Agent shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Borrower in writing.

(f)    Agent shall have received a written opinion of Schmiedeskamp, Robertson, Neu & Mitchell LLP in form and substance satisfactory to Agent.

(g)    Agent shall have received copies of the charter documents of each Borrower, certified by the Secretary of each such Borrower. Agent shall have received good standing certificates for each Borrower, issued by the Secretary of State or other appropriate official of such Borrower’s jurisdiction of organization and each jurisdiction where such Borrower’s conduct of business or ownership of Property necessitates qualification.

(h)    Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrower (including without limitation the policy with respect to the Inventory associated with Heidtman Steel), together with endorsements naming Agent as loss payee on insurance covering the Collateral and additional insured, all in compliance with the Loan Documents and in form and substance satisfactory to Agent in its discretion.

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(i)    No material adverse change in the financial condition of any Borrower or in the quality, quantity or value of any Collateral shall have occurred since February 29, 2012.

(j)    Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date.

(k)    Agent shall have received a Borrowing Base Certificate prepared as of September 30, 2012 in connection with the most recent field exam.

(l)     Borrowers shall have provided satisfactory evidence that no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s discretion (i) could reasonably be expected to result in a Material Adverse Effect; or (ii) could reasonably be expected to materially and adversely affect this Agreement or the transactions contemplated hereby.

(m)    Agent shall have received a fully executed consent hereto from each Exiting Lender in form reasonably satisfactory to Agent.

(n)    Agent shall have received a fully executed termination letter with respect to each deposit account control agreement entered into in connection with the Original Credit Agreement from each Exiting Lender.

(o)    A duly executed reaffirmation of the existing subordination letter with respect to the Foreign Affiliate Loans.

6.2.Conditions Precedent to All Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:

(a)    A No Draw Period is not then in effect;    

(b)    No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;

(c)    The representations and warranties of each Borrower in the Loan Documents shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date);

(d)    All conditions precedent in any other Loan Document shall be satisfied;

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(e)    No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and

(f)    With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied.

Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.

SECTION 7.COLLATERAL

7.1.Grant of Security Interest. To secure the prompt payment and performance of all Obligations, each Borrower hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon the following Property of such Borrower, including all of the following Property, whether now owned or hereafter acquired, and wherever located:

(a)    all Accounts;

(b)    all Inventory;

(c)    all Deposit Accounts into which any proceeds of Accounts or Inventory are deposited (including all cash and other funds on deposit therein);

(d)     solely to the extent evidencing, governing, securing, arising out of, or otherwise related to Accounts and Inventory:

(i)     all Instruments, Chattel Paper, including electronic chattel paper, and other contracts;

(ii)    all guarantees, letters of credit, Letter-of-Credit Rights, Supporting Obligations, security and other credit enhancements;

(iii)     all claims and causes of action (including without limitation Commercial Tort Claims);

(iv)    all Documents;

(v)    all General Intangibles (other than Intellectual Property);

(vi)    all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral;

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(vii)    all indebtedness owed to the Borrowers or any of their Subsidiaries that arises from advances from the Lenders and any notes or other Instruments evidencing the same;

(e)    all substitutions, replacements, accessions, products or proceeds (including without limitation, insurance proceeds) arising out of or relating to the foregoing clauses (a)-(d); and

(f)    all books and records arising out or relating to the foregoing clauses (a)-(e).

7.2.Lien on Deposit Accounts; Cash Collateral.

7.2.1.Deposit Accounts. To further secure the prompt payment and performance of all Obligations, each Borrower hereby grants to Agent a continuing security interest in and Lien upon all amounts credited to any Deposit Account of such Borrower, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. Each Borrower hereby authorizes and directs each bank or other depository to deliver to Agent, upon request during a Dominion Trigger Period, all balances in any Deposit Account maintained by such Borrower, without inquiry into the authority or right of Agent to make such request.

7.2.2.Cash Collateral. Cash Collateral may be invested, at Agent’s discretion (and with the consent of Borrowers, as long as no Event of Default exists), but Agent shall have no duty to do so, regardless of any agreement or course of dealing with any Borrower, and shall have no responsibility for any investment or loss, unless determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of Agent. Each Borrower hereby grants to Agent, as security for the Obligations, a security interest in all Cash Collateral held from time to time and all proceeds thereof, whether held in a Cash Collateral Account or otherwise. Agent may apply Cash Collateral to the payment of Obligations as they become due, in such order as Agent may elect; provided, that during the term of this Agreement Cash Collateral received pursuant to Section 2.3.3 may only be applied to the payment of Obligations while a Default or Event of Default exists. Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Agent, and no Borrower or other Person shall have any right to any Cash Collateral, until Full Payment of all Obligations.

7.3.[Intentionally Omitted].

7.4.Other Collateral.

7.4.4.Commercial Tort Claims. Borrowers shall promptly notify Agent in writing if any Borrower has a Commercial Tort Claim related to any Collateral (other than, as long as no Default or Event of Default exists, such a Commercial Tort Claim for less than $100,000), shall promptly amend Schedule 9.1.16 to include such claim, and shall take such actions as Agent deems appropriate to subject such claim to a duly perfected, first priority Lien in favor of Agent. For the avoidance of doubt, (a) so long as no Dominion Trigger Period is in effect, the Borrowers shall retain any proceeds received from the resolution of a Commercial Tort Claim and (b) Agent shall release any Lien granted in favor of Agent with respect to a Commercial Tort Claim upon receipt of evidence that such claim has been extinguished.

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7.4.5.Certain After-Acquired Collateral. Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower obtains any interest in any Deposit Accounts, Chattel Paper, Documents, Instruments, or Letter-of-Credit Rights, in each case, relating to the Collateral, and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s request, the applicable Borrower shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

7.5.No Assumption of Liability. The Lien on Collateral granted hereunder is given as security only and shall not subject Agent or any Lender to, or in any way modify, any obligation or liability of any Borrower relating to any Collateral.

7.6.Further Assurances. All Liens granted to Agent under the Loan Documents are for the benefit of Secured Parties. Promptly upon request or upon the Accordion being exercised pursuant to Section 2.1.7, Borrowers shall deliver such instruments and agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement. Each Borrower authorizes Agent to file any financing statement covering the Collateral of such Borrower, and ratifies any action taken by Agent before the Closing Date to effect or perfect its Lien on any Collateral.

SECTION 8.COLLATERAL ADMINISTRATION

8.1.Borrowing Base Certificates. By the 15th day of the month following the end of each Fiscal Quarter Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the just ended Fiscal Quarter or, after an Event of Default, at such other times as Agent may request; provided, that, at any time Borrowings are outstanding, Agent may require, upon prior notice to Borrower Agent, that Borrowers shall deliver to Agent by the 15th day of each month following the end of the prior month a Borrowing Base Certificate prepared as of the close of business for the month just ended; provided, further, that, during any Reporting Trigger Period, Borrowers shall deliver to Agent by the third Business Day of each week following the end of the prior week a Borrowing Base Certificate prepared as of the close of business for the week just ended. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrower Agent and certified by a Senior Officer; provided that Agent may from time to time in its Permitted Discretion review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve; provided, further that, if Agent shall make any such adjustment to any such calculation Agent shall provide Borrower Agent with a statement setting forth the basis for such adjustment.

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8.2.Administration of Accounts.

8.2.1.Records and Schedules of Accounts. Each Borrower shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to Agent, on each date that a Borrowing Base Certificate is due to be delivered pursuant to Section 8.1, sales, collection, and, if requested by Agent to the extent that there are any variances between the detailed aged trial balances and the Borrowers’ financial statements or general ledger, reconciliation reports in form satisfactory to Agent, and a detailed aged trial balance of all Accounts as of the end of the preceding month or Fiscal Quarter, as applicable, containing such information and documentation consistent with Borrowers’ past practices; provided, however, if a Reporting Trigger Period exists, such aged trial balance shall, to the extent it does not already do so, specify each Account’s Account Debtor name and address, amount, invoice date and due date, show any discount, allowance, credit, authorized return or dispute, and include such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Agent may reasonably request. If Accounts in an aggregate face amount of $5,000,000 or more cease to be Eligible Accounts, Borrowers shall notify Agent of such occurrence promptly (and in any event within one Business Day) after any Borrower has knowledge thereof.

8.2.2.Taxes. If an Account of any Borrower includes a charge for any Taxes, Agent is authorized, in its discretion to the extent Borrowers have not done so or are not Properly Contesting such Tax, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, however, that neither Agent nor Lenders shall be liable for any Taxes that may be due from Borrowers or with respect to any Collateral.

8.2.3.Account Verification. Agent shall have the right at any time, (i) whether or not a Default or Event of Default exists, in the name of any Borrower or (ii) solely while a Default or Event of Default exists, in the name of Agent or any designee of Agent, to verify the validity, amount or any other matter relating to any Accounts of Borrowers by mail, telephone or otherwise. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.

8.2.4.Maintenance of Dominion Account. Each Borrower shall maintain each of its Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. Each Borrower shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Dominion Trigger Period, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. If a Dominion Account is not maintained with Bank of America then so long as Bank of America is a Lender hereunder, Agent may, during any Dominion Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. Agent and Lenders assume no responsibility to Borrowers for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.

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8.2.5.Proceeds of Collateral. Each Borrower shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.

8.3.Administration of Inventory.

8.3.1.Records and Reports of Inventory. Each Borrower shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent on each date that a Borrowing Base Certificate is due to be delivered pursuant to Section 8.1, inventory reports and, if requested by Agent to the extent that there are any variances between the inventory reports and the Borrowers’ financial statements or general ledger, reconciliation reports in form satisfactory to Agent. Each Borrower shall conduct a physical inventory at least once per calendar year or, for any calendar year in which a Reporting Trigger Period has occurred, two times per calendar year (and, in any event, on a more frequent basis if requested by Agent when an Event of Default exists) and periodic cycle counts consistent with historical practices, and shall provide to Agent a report based on each such inventory and count promptly upon completion thereof, together with such supporting information as Agent may request in its Permitted Discretion. Agent may participate in and observe each physical count (Agent’s charges, costs and expenses reimbursed to the extent permitted pursuant to Section 10.1.1(b)).

8.3.2.Returns of Inventory. No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business; (b) no Default, Event of Default or Overadvance exists or would result therefrom; (c) Agent is promptly notified if the aggregate Value of all Inventory returned in any month exceeds $15,000,000; and (d) any payment received by a Borrower for returned Inventory is used to purchase replacement Inventory for that Inventory returned or such payment is deposited in a Deposit Account.

8.3.3.Acquisition, Sale and Maintenance. No Borrower shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA. Borrowers shall use, store and maintain all Inventory, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations leased where any Collateral is located.

8.4.[Intentionally Omitted].

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8.5.Administration of Deposit Accounts. Schedule 8.5 sets forth all Deposit Accounts maintained by Borrowers, including all Dominion Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than a Deposit Account exclusively used for payroll, payroll taxes or employee benefits, or an account containing not more than $10,000 at any time). Each Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits, or an account containing not more than $10,000 at any time) and, with the consent of Agent, will amend Schedule 8.5 to reflect same.

8.6.General Provisions.

8.6.1.Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at the business locations set forth in Schedule 8.6.1, except that Borrowers may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.6; and (b) move Collateral to another location in the United States, upon 10 Business Days prior written notice to Agent.

8.6.2.Insurance of Collateral.

(a)    Each Borrower shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A^_ VII, unless otherwise approved by Agent) satisfactory to Agent. All proceeds under each policy related to Collateral shall be payable to Borrower Agent, subject to clause (b) below and Section 5.3(c). From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its insurance policies. Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing Agent as Lenders’ loss payee; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor. While no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim, and, subject to clause (b) below and Section 5.3(c), the proceeds will be delivered to Borrower Agent. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

(b)    After and for so long as a Dominion Trigger Period exists, any proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance) arising from or related to any Collateral shall be paid to Agent. Any such proceeds shall be applied to payment of the Revolver Loans, and then to any other Obligations outstanding.

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8.6.3.Protection of Collateral. All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any Person to realize upon any Collateral, shall be borne and paid by Borrowers. Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Borrowers’ sole risk.

8.6.4.Defense of Title. Each Borrower shall defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands, except Permitted Liens.

8.7.Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, during an Event of Default, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:

(i) endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; (ii) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (iii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iv) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (v) collect, liquidate and receive balances in Deposit Accounts or investment accounts consisting of Collateral, and take control, in any manner, of proceeds of Collateral; (vi) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vii) receive, open and dispose of mail addressed to a Borrower (which Agent shall use commercially reasonable efforts to limit to mail relating to the Collateral), and notify postal authorities to deliver any such mail to an address designated by Agent; (viii) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (ix) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (x) use information contained in any data processing, electronic or information systems relating to Collateral; (xi) make and adjust claims under insurance policies related to Collateral; (xii) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xiii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.

SECTION 9.REPRESENTATIONS AND WARRANTIES

9.1.General Representations and Warranties. To induce Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Borrower represents and warrants that:

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9.1.1.Organization and Qualification. Each Borrower and Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Borrower and Subsidiary is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

9.1.2.Power and Authority. Each Borrower is duly authorized to execute, deliver and perform its Loan Documents. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Equity Interests of any Borrower, except those already obtained; (b) contravene the Organic Documents of any Borrower; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result in or require the imposition of any Lien (other than Permitted Liens) on any Borrower’s Property.

9.1.3.Enforceability. Each Loan Document is a legal, valid and binding obligation of each Borrower party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

9.1.4.Capital Structure. Schedule 9.1.4(a) shows, for each Borrower and, as of the Closing Date, each Subsidiary, its name, jurisdiction of organization, authorized and issued Equity Interests, the holders of its Equity Interests (except for in the case of Titan International), and agreements binding on such holders with respect to such Equity Interests. Each Borrower has good title to its Equity Interests in its Subsidiaries and all such Equity Interests are duly issued, fully paid and non-assessable. Except as provided in or as a result of Borrowers’ Stock Option Plans set forth on Schedule 9.1.4(b), there are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Equity Interests of any Borrower or Subsidiary.

9.1.5.Title to Properties; Priority of Liens. Each Borrower has (i) (a) good and marketable title to (or valid leasehold interests in) all of its Real Estate and (b) good title to all of its Property (other than Collateral), except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (ii) good title to all of its Collateral, including all Collateral reflected in any financial statements delivered to Agent or Lenders, in each case, i.e., (i) – (ii), free of Liens except Permitted Liens. Each Borrower has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Collateral, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

9.1.6.Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Each Borrower warrants, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:

(a)    it is genuine and in all respects what it purports to be, and is not evidenced by a judgment;

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(b)    it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract or other document relating thereto;

(c)    it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which is available to Agent on request;

(d)    it is not subject to any known offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect;

(e)    no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice;

(f)    no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder; and

(g)    to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened, in writing, or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition.

9.1.7.Financial Statements. The consolidated balance sheets, and related statements of income, cash flow and shareholder’s equity, of Borrowers and their Subsidiaries that have been and are hereafter delivered to Agent, are prepared in accordance with GAAP, and fairly present the financial positions and results of operations of Borrowers and their Subsidiaries at the dates and for the periods indicated, subject, in the case of such unaudited statements, to the absence of footnotes and to normal year end adjustments. All projections delivered from time to time to Agent have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time. Lenders acknowledge that such projections are subject to a number of risks and uncertainties which are beyond Borrowers’ control and that there is no assurance that such projections will, in fact, transpire. Since December 31, 2011, there has been no change in the condition, financial or otherwise, of any Borrower or Subsidiary that could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to Agent at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading.

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9.1.8.Surety Obligations. No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

9.1.9.Taxes. Each Borrower and Subsidiary has filed all federal, state and local tax returns and other reports that it is required by law to file, and has paid, or made provision for the payment of, all Taxes upon it, its income and its Properties that are due and payable, except to the extent being Properly Contested. The provision for Taxes on the books of each Borrower and Subsidiary is adequate for all years not closed by applicable statutes, and for its current Fiscal Year.

9.1.10.Brokers. There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents.

9.1.11.[Intentionally Omitted].

9.1.12.Governmental Approvals. Each Borrower and Subsidiary has, is in compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties. All necessary import, export or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and Borrowers and Subsidiaries have complied with all Applicable Laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

9.1.13.Compliance with Laws. Each Borrower and Subsidiary has duly complied, and its Properties and business operations are in compliance, in all material respects with all Applicable Law, including Environmental Laws, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. Except which could reasonably be expected to have a Material Adverse Effect, (i) there have been no citations, notices or orders of material noncompliance issued to any Borrower or Subsidiary under any Applicable Law; (ii) no Inventory has been produced in violation of the FLSA; (iii) no Borrower or Subsidiary has received any Environmental Notice; and (iv) no Borrower or Subsidiary has any known contingent liability with respect to any Environmental Release, environmental pollution or hazardous material on any Real Estate now or previously owned, leased or operated by it.

9.1.14.[Intentionally Omitted].

9.1.15.Burdensome Contracts. No Borrower or Subsidiary is party or subject to any Restrictive Agreement, except as shown on Schedule 9.1.15, as such schedule may be updated from time to time to add Restrictive Agreements entered into by a Borrower or a Subsidiary after the Closing Date; provided, that any such Restrictive Agreement shall be otherwise permitted to be entered into pursuant to the terms hereunder. No such Restrictive Agreement prohibits the execution, delivery or performance of any Loan Document by a Borrower.

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9.1.16.Litigation. Except as shown on Schedule 9.1.16, there are no proceedings or investigations pending or, to any Borrower’s knowledge, non-frivolous proceedings or investigations threatened, in writing, against any Borrower or Subsidiary, or any of their businesses, operations, Properties, prospects or conditions, that (a) relate to any Loan Documents or transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse Effect if determined adversely to any Borrower or Subsidiary. No Borrower or Subsidiary is in default with respect to any order, injunction or judgment of any Governmental Authority.

9.1.17.No Defaults. No event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Borrower or Subsidiary is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract or in the payment of any Borrowed Money. There is no basis upon which any party (other than a Borrower or Subsidiary) could terminate a Material Contract prior to its scheduled termination date.

9.1.18.ERISA. Except as disclosed on Schedule 9.1.18:

(a)    Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other Applicable Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Borrower and ERISA Affiliate has met all applicable requirements under the Code, ERISA and the Pension Protection Act of 2006, and no application for a waiver of the minimum funding standards or an extension of any amortization period has been made with respect to any Plan.

(b)    (i) No ERISA Event has occurred or is reasonably expected to occur; and (ii) no Borrower or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

(c)    With respect to any Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable GAAP; and (iii) it has been registered as required and has been maintained in good standing with applicable regulatory authorities.

9.1.19.Trade Relations. There exists no actual or threatened termination, limitation or modification of any business relationship between any Borrower or Subsidiary and any customer or supplier, or any group of customers or suppliers, who individually or in the aggregate are material to the business of such Borrower or Subsidiary. There exists no condition or circumstance that could reasonably be expected to impair the ability of any Borrower or Subsidiary to conduct its business at any time hereafter in substantially the same manner as conducted on the Closing Date.

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9.1.20.Labor Relations. Except as described on Schedule 9.1.20, no Borrower or Subsidiary is party to or bound by any collective bargaining agreement, management agreement or consulting agreement. There are no material grievances, disputes or controversies with any union or other organization of any Borrower’s or Subsidiary’s employees, or, to any Borrower’s knowledge, any asserted or threatened, in writing, strikes, work stoppages or demands for collective bargaining that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect.

9.1.21.Payable Practices. Except as required by Applicable Laws or GAAP, no Borrower or Subsidiary has made any material change in its historical accounts payable practices from those in effect on the Closing Date.

9.1.22.Not a Regulated Entity. No Borrower is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Debt.

9.1.23.Margin Stock. No Borrower or Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Borrowers to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors.

9.1.24.Subordinated Debt; 2009 Convertible Notes

. The subordination provisions of the Subordinated Debt and the 2009 Note Indenture are enforceable against the holders of the Subordinated Debt and the 2009 Convertible Notes, as applicable, by Agent and the Lenders.

9.2.Complete Disclosure. No Loan Document contains any untrue statement of a material fact relating to a Borrower, nor fails to disclose any material fact relating to a Borrower necessary to make the statements contained therein not materially misleading. There is no fact or circumstance that any Borrower has failed to disclose to Agent in writing that could reasonably be expected to have a Material Adverse Effect.

SECTION 10.COVENANTS AND CONTINUING AGREEMENTS

10.1.Affirmative Covenants. As long as any Commitments or Obligations are outstanding, each Borrower shall:

10.1.1.Inspections; Appraisals.

(a)    Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Collateral of any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants, and, after and for as long as an Event of Default continues, Borrowers authorize such independent accountants to

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discuss such financial matters with the Agent or any authorized representative thereof, such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.

(b)    Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Borrower’s books and records or any other financial or Collateral matters as Agent deems appropriate and (ii) appraisals of Inventory, in each case, up to one time per calendar year or, for any calendar year in which a Reporting Trigger Period has occurred, two times per calendar year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Borrowers agree to pay Agent’s then standard charges for examination activities, including the standard charges of Agent’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes.

10.1.2.Financial and Other Information. Keep adequate records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP reflecting all financial transactions; and furnish to Agent, except with respect to such information that is available to the public by disclosures required by the SEC:

(a)    as soon as available, and in any event within 90 days after the close of each Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year, on a consolidated basis for Borrowers and Subsidiaries, which consolidated statements shall be audited and certified (without qualification) by a firm of independent certified public accountants of recognized standing selected by Borrowers and acceptable to Agent, and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable to Agent;

(b)    as soon as available, and in any event within 30 days after the end of each month (but within 45 days after any month that coincides with the end of a Fiscal Quarter), unaudited balance sheets as of the end of such month and the related statements of income and cash flow for such month and for the portion of the Fiscal Year then elapsed, on a consolidated basis for Borrowers and Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by a Senior Officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such month and period, subject to normal year‑end adjustments and the absence of footnotes;

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(c)    promptly following receipt, copies of any notices (including any notices of default or acceleration) received from any holder or trustee of, under or with respect to the 2009 Convertible Notes, the 2010 Notes, any Subordinated Debt with an original principal amount greater than $30,000,000, or any other Material Contract of a Borrower or a Domestic Subsidiary of a Borrower;

(d)    if not otherwise prohibited by Applicable Law, concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted to Borrowers by their accountants in connection with such financial statements;

(e)    not later than 45 days after the commencement of each Fiscal Year, projections of Borrowers’ consolidated balance sheets, results of operations, cash flow and Availability for such Fiscal Year prepared in a manner consistent with past practices;

(f)    at Agent’s request, a listing of each Borrower’s trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging, all in form satisfactory to Agent;

(g)    promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that any Borrower has made generally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that any Borrower files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by a Borrower to the public concerning material changes to or developments in the business of such Person; and

(i)    such other reports and information (financial or otherwise) as Agent may request from time to time in connection with any Collateral or any Borrower’s, Subsidiary’s or other Borrower’s financial condition or business, including, without limitation, copies of any annual report to be filed in connection with each Plan or Foreign Plan.

10.1.3.Notices. Notify Agent in writing, promptly after a Borrower’s obtaining knowledge thereof, of any of the following that affects a Borrower: (a) the commencement or written threat of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could have a Material Adverse Effect; (b) any pending or threatened, in writing, labor dispute, strike or walkout, or the expiration (absent renewal or extension) of any material labor contract; (c) any default under or termination of a Material Contract; (d) the existence of any Default or Event of Default; (e) any judgment in an amount exceeding $10,000,000 or, while a Restriction Trigger Period exists, $2,500,000; (f) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could have a Material Adverse Effect; (g) receipt of any material Environmental Notice; (h) the occurrence of any material ERISA Event; (i) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants; (j) any opening of a new office or place of business, within 10 days after such opening; or (k) any cancellation or material change in any insurance maintained by any Borrower to the extent related to any Collateral.

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10.1.4.Landlord and Storage Agreements. Upon request, provide Agent with copies of all existing agreements, and promptly after execution thereof provide Agent with copies of all future written agreements, between a Borrower and any landlord, warehouseman, processor, shipper, bailee or other Person that, individually or collectively, owns any premises at which any Collateral in excess of $5,000,000 in the aggregate may be kept or that otherwise may possess or handle any Collateral.

10.1.5.Compliance with Laws. Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or maintain could not reasonably be expected to have a Material Adverse Effect.

10.1.6.Taxes. Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested.

10.1.7.Insurance. In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (with a Best Rating of at least A7, unless otherwise approved by Agent) satisfactory to Agent, (a) with respect to the Properties and business of Borrowers and Subsidiaries of such type (including product liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated; and (b) business interruption insurance.

10.1.8.Licenses. Keep each License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) of Borrowers in full force and effect; promptly notify Agent of any proposed material modification to any such License, or entry into any new License, in each case no more than 30 days after its effective date; and pay all Royalties when due, except if the failure to do so could not reasonably be expected to have a Material Adverse Effect; and notify Agent of any material default or breach asserted by any Person to have occurred under any License.

10.1.9.Future Subsidiaries. Promptly notify Agent upon any Person becoming a Domestic Subsidiary (pursuant to a Permitted Acquisition or otherwise) and, at the election of Borrower Agent, cause such Domestic Subsidiary to be joined as a Borrower hereto by executing and delivering such documents, instruments and agreements (including without limitation a joinder to this Agreement and, to the extent applicable, any Security Documents) and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent on all Collateral of such Person, including delivery of such legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate (it being understood and agreed that if the Borrowers desire to add the Property of any Domestic Subsidiary to the Borrowing Base hereunder, then such Domestic Subsidiary shall first be joined to this Agreement pursuant to the terms hereto). Notwithstanding the foregoing, this Section 10.1.9 shall apply to Foreign Subsidiaries of the Borrowers if the Accordion has been exercised providing such Foreign Subsidiaries access to Euro borrowings.

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10.2.Negative Covenants. As long as any Commitments or Obligations are outstanding, no Borrower shall:

10.2.1.Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except:

(a)    the Obligations;

(b)    Subordinated Debt;

(c)    Permitted Purchase Money Debt;

(d)    Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date, set forth on Schedule 10.2.1 and not satisfied with proceeds of the initial Loans;

(e)    Debt with respect to Bank Products incurred in the ordinary course of business;

(f)    Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition;

(g)    Permitted Contingent Obligations;

(h)    Refinancing Debt as long as each Refinancing Condition is satisfied;

(i)     the 2009 Convertible Notes;

(j)    the 2010 Notes;

(k)    Debt of Titan International to any Domestic Subsidiary or Debt of any Domestic Subsidiary to Titan International or another Domestic Subsidiary; provided that such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent; provided that the obligations under such demand note shall be subordinated to the Obligations of the Borrowers hereunder in a manner reasonably satisfactory to Agent;

(l)    Employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under Applicable Law;

(m)    Debt in respect of Taxes, assessments, governmental charges or levies and claims for labor, materials, and supplies to the extent payment thereof shall not at the time be required by Section 10.1.5;

(n)    Debt incurred pursuant to the Titan Brazil Guaranty; and

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(o)    Debt incurred in respect of Property not constituting Collateral that (i) is on terms reasonably satisfactory to, and approved by, Required Lenders (such approval not to be unreasonably withheld), (ii) is secured by a Lien thereon permitted by Section 10.2.2(l) and (iii) is subject to a collateral access agreement in form and substance reasonably satisfactory to Agent; provided, that no Default or Event of Default exists on and as of the date such Debt is incurred or shall arise as a result of the incurrence of such Debt.

(p)    Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien (other than a Lien permitted by Section 10.2.2(l)) and does not exceed $50,000,000 in the aggregate at any time.

10.2.2.Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”):

(a)    Liens in favor of Agent;

(b)    Purchase Money Liens securing Permitted Purchase Money Debt;

(c)    Liens for Taxes not yet due or being Properly Contested;

(d)    statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary;

(e)    Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent’s Liens;

(f)    Liens arising in the Ordinary Course of Business that are subject to Lien Waivers;

(g)    Liens arising by virtue of a judgment or judicial order against any Borrower, or any Property of a Borrower, as long as such Liens are (i) (x) in existence for less than 45 consecutive days or being Properly Contested and (y) at all times junior to Agent’s Liens; (ii) not Liens which attach to the Collateral or (iii) an encumbrance against Collateral with a Value of less than $10,000,000 in the aggregate;

(h)    easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business;

(i)    normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection;

(j)    existing Liens shown on Schedule 10.2.2;

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(k)    the replacement, extension or renewal of any Lien permitted by clause (j) above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof);

(l)    Liens on any Real Estate, fixtures, and/or Equipment pledged to secure Debt permitted by Sections 10.2.1(b), (j), (o) and (p) or any Refinancing Debt relating thereto; provided that, any Debt secured by a Lien permitted by this clause (l) shall be subject to a collateral access agreement in form and substance reasonably satisfactory to Agent; and

(m)     Liens existing on Property at the time of its acquisition by a Borrower pursuant to a Permitted Acquisition, so long as such Liens are not created in contemplation of such Acquisition.

10.2.3. [Intentionally Omitted].

10.2.4.Distributions; Upstream Payments. At any time a Restriction Trigger Period is in effect or would result therefrom, (a) declare or make any Distributions, except Upstream Payments; provided, however, so long as no Event of Default exists or would result therefrom, Distributions on the Common Stock shall not be completely limited, but rather, only limited to $5,000,000 in the aggregate per Fiscal Year, or (b) create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the Closing Date as shown on Schedule 9.1.15. The Borrower Agent shall provide prompt written notice to Agent of any Distribution consummated by a Borrower (describing in reasonable detail such Distribution) other than with respect to Upstream Payments or Distributions on Common Stock permitted pursuant to clause (a) above.

10.2.5.Restricted Investments. At any time a Restriction Trigger Period is in effect or would result therefrom, make any Restricted Investment. The Borrower Agent shall provide prompt written notice to Agent of any Restricted Investment consummated by a Borrower (describing in reasonable detail such Investment). For the avoidance of doubt, unless a Restriction Trigger Period exists or would result therefrom, subject to Section 10.2.9, there shall be no limitation on Investments (including any Acquisitions) by Borrowers.

10.2.6.Disposition of Assets. At any time a Restriction Trigger Period is in effect or would result therefrom, make any Asset Disposition, except (a) a Permitted Asset Disposition or (b) a transfer of Property by a Subsidiary or Borrower to a Borrower; provided that, in the case of clause (b), if Collateral is transferred, then such transfer shall only be permitted if Agent maintains a first priority perfected security interest in the Collateral transferred. The Borrower Agent shall provide prompt written notice to Agent of any Asset Disposition consummated by a Borrower (describing in reasonable detail such Asset Disposition) other than with respect to Permitted Asset Dispositions. For the avoidance of doubt, unless a Restriction Trigger Period exists or would result therefrom, there shall be no limitation on Asset Dispositions by Borrowers.

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10.2.7.Loans. Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business; (b) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder; (d) as long as no Default or Event of Default exists or would result therefrom, intercompany loans or advances from a Borrower to another Borrower; and (e) as long as a Restriction Trigger Period is not in effect or would result therefrom, intercompany loans or advances by a Borrower to a Subsidiary of a Borrower that is not a Borrower; provided, however, solely in the case of clause (e), during a Restriction Trigger Period and so long as no Event of Default exists or would result therefrom, additional intercompany loans or advances shall be permitted to the extent that such additional intercompany loans and advances do not exceed $5,000,000 in the aggregate per Fiscal Year. For the avoidance of doubt, clause (e) above shall not limit non-cash Availability neutral ledger entries by the Borrowers.

10.2.8.Restrictions on Payment of Certain Debt; Management Fees. (a) Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (i) Subordinated Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (ii) Borrowed Money (other than the Obligations and as permitted in this Section 10.2.8) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent); and (iii) of (A) the 2009 Convertible Notes, (B) the 2010 Notes or (C) any other Debt with an original outstanding principal amount in excess of $25,000,000 (other than a Debt secured by a Permitted Lien if the asset securing such Debt is sold in accordance with Section 10.2.6); provided that, Borrowers may (x) make regularly scheduled principal and interest payments, (y) so long as no Restriction Trigger Period exists or would result therefrom, make any voluntary redemption, prepayment, defeasance, repurchase or any other voluntary payment, and (z) prepay with any Refinancing Debt so long as each Refinancing Condition is satisfied, in each case, in respect of (A) the 2009 Convertible Notes so long as any such payment is in compliance with the subordination provisions set forth in Article 12 of the 2009 Note Indenture, (B) the 2010 Notes so long as any such payment is in compliance with the Intercreditor Agreement and (C) any other Debt with an original outstanding principal amount in excess of $25,000,000 so long as any such payment is in compliance with any Subordination Agreement, if any, governing such Debt, (b) at any time a Restriction Trigger Period is in effect or would result therefrom, purchase or redeem any of Titan International’s Common Stock. For the avoidance of doubt, unless a Restriction Trigger Period exists or would result therefrom, there shall be no limitation on purchases or redemptions of any of Titan International’s Common Stock.

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10.2.9.Fundamental Changes. (a) Change its name or conduct business under any fictitious name; (b) change its tax, charter or other organizational identification number; (c) change its form or state of organization; (d) liquidate, wind up its affairs or dissolve itself; or (e) merge, combine or consolidate with any Person, whether in a single transaction or in a series of related transactions, except for (i) mergers or consolidations of a wholly-owned Subsidiary (other than a Borrower) with another wholly-owned Subsidiary or into a Borrower; or (ii) subject to compliance with Section 10.1.9, Permitted Acquisitions; provided, that, in each case, if such merger or consolidation involves a Borrower, the Borrower shall be the surviving entity.

10.2.10.Subsidiaries. Form or acquire any Domestic Subsidiary (or, if the Accordion has been exercised, any applicable Foreign Subsidiary) after the Closing Date, except in accordance with Sections 10.1.9, 10.2.5 and 10.2.9; or permit any existing Domestic Subsidiary to issue any additional Equity Interests except director’s qualifying shares.

10.2.11.Organic Documents. Amend, modify or otherwise change any of its Organic Documents, except in connection with a transaction permitted under Section 10.2.9 or in a manner which could not reasonably be expected to adversely affect the interests of the Lenders (as determined by Lenders in their Permitted Discretion).

10.2.12.Tax Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries.

10.2.13.Accounting Changes. Make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance with Section 1.2; or change its Fiscal Year.

10.2.14.Restrictive Agreements. Become a party to any Restrictive Agreement, except a Restrictive Agreement (a) in effect on the Closing Date; (b) relating to secured Debt permitted hereunder, as long as the restrictions apply only to collateral for such Debt; or (c) constituting customary restrictions on assignment in leases and other contracts.

10.2.15.Hedging Agreements. Enter into any Hedging Agreement, except to hedge risks arising in the Ordinary Course of Business and not for speculative purposes.

10.2.16.Conduct of Business; Issuance of Equity. (a) Engage in any business, other than its business as conducted on the Closing Date and any activities incidental thereto or (b) issue any Equity Interests other than (i) any issuance of shares of Titan International’s Common Stock pursuant to (X) a stock split approved by Titan International’s board of directors or (Y) any employee or director option program, benefit plan or compensation program; (ii) any issuance by a Subsidiary to Titan International or another Subsidiary in accordance with Section 10.2.4; (iii) any issuance of shares of Titan International’s Common Stock in connection with an Acquisition permitted hereunder or (iv) any issuance of shares of Titan International’s Common Stock in connection with the conversion of any of the 2009 Convertible Notes or any refinancing thereof permitted hereunder, including any transaction premium or discount, so long as no Default or Event of Default would occur and be continuing after giving effect to such issuance of Common Stock.

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10.2.17.Affiliate Transactions. Enter into or be party to any transaction with an Affiliate, except (a) transactions expressly permitted by the Loan Documents; (b) payment of reasonable compensation to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; (c) transactions solely among Borrowers; (d) transactions with Affiliates that were consummated prior to the Closing Date, as shown on Schedule 10.2.17; and (e) transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms fully disclosed to Agent and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate. In addition, if any such transaction or series of related transactions involves payments in excess of $25,000,000 in the aggregate, the terms of these transactions if not previously disclosed in Schedule 10.2.17 must be disclosed in advance to Agent. No Borrower or any of its Domestic Subsidiaries shall enter into any lending or borrowing transaction with any employees of any such Person, except loans to their respective employees on an arm’s-length basis in the ordinary course of business consistent with past practices for travel expenses, relocation costs and similar purposes and stock option financing up to a maximum of $1,000,000 in the aggregate at any one time outstanding.

10.2.18.Plans. Become party to any Multiemployer Plan or Foreign Plan, other than any in existence on the Closing Date or in place after the Accordion is exercised, if at all, with respect to a Foreign Plan, so long as such Foreign Plan is in compliance with the provisions set forth herein.

10.2.19.Amendments to Subordinated Debtor Indentures. Amend, supplement or otherwise modify the Indentures or any document, instrument or agreement relating to any Subordinated Debt, if such modification (a) increases the principal balance of such Debt, or increases any required payment of principal or interest; (b) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (c) shortens the final maturity date or otherwise accelerates amortization; (d) increases the interest rate; (e) increases or adds any fees or charges; (f) modifies any covenant in a manner or adds any representation, covenant or default that is more onerous or restrictive in any material respect for any Borrower or Subsidiary, or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; or (g) results in the Obligations (i) not constituting “Senior Debt” or “Designated Senior Debt” under the 2009 Note Indenture, (ii) not constituting “Permitted Debt” under the 2010 Note Indenture or (iii) otherwise not being fully benefited by the subordination provisions of any Subordinated Debt.

10.2.20.Unconditional Purchase Obligations

. Enter into or be a party to any contract for the purchase of materials, supplies or other property or services if such contract requires that payment be made by it regardless of whether delivery is ever made of such materials, supplies or other property or services, which is outside of the Ordinary Course of Business and inconsistent with past practices

10.2.21.Cancellation of Debt

. Cancel any claim or debt owing to it, except for reasonable consideration negotiated on an arms-length basis and in the Ordinary Course of Business consistent with past practices and customary

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write downs and charge offs for bad debts consistent with past practices.

10.2.22.Restricted Subsidiaries

. Neither Titan Luxembourg S.A.R.L., Titan Europe nor any of their respective Subsidiaries shall guaranty or directly or indirectly provide credit support for any Debt in excess of $25,000,000.00.

10.2.23.Negative Pledge

. (a) Grant a Lien on any Property (excluding Equipment, Real Estate and fixtures, but including without limitation any Equity Interests in a Borrower) owned by any Borrower or, if the Accordion is exercised providing Foreign Subsidiaries access to Euro borrowings, any of their Foreign Subsidiaries, other than Permitted Liens and Liens consented to in writing by Agent, unless such Liens are subject to an intercreditor agreement in form and substance satisfactory to Agent, or (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any Property (excluding Equipment, Real Estate and fixtures) owned by any Borrower or, if the Accordion is exercised, any of their Foreign Subsidiaries, in favor of Agent, whether now owned or hereafter acquired.

10.2.24.Holdings Covenant

. Titan Investment Corporation shall not own any Collateral, incur any liabilities or grant any Liens (including any Lien on its ownership interests in any Borrower) or engage in any business activities other than (a) administrative activities solely related to its ownership of its Subsidiaries and (b) activities solely related to the facilitation of Upstream Payments or other Distributions, in each case, permitted by and in accordance with the terms herein; provided, however, that Titan Investment Corporation may engage in any of the restricted actions above (other than granting a Lien on its ownership interests in any Borrower) upon prior written notice thereof to Agent and satisfaction of the requirements set forth in Section 10.1.9.

SECTION 11.EVENTS OF DEFAULT; REMEDIES ON DEFAULT

11.1.Events of Default. Each of the following shall be an “Event of Default” if it occurs for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:

(a)    Any Borrower fails to pay (i) any principal on any Loan when due (whether at stated maturity, on demand, upon acceleration or otherwise) or (ii) any interest, fees or any other Obligations when due (whether at stated maturity, on demand, upon acceleration or otherwise) and, in the case of this clause (ii), such failure continues for three (3) Business Days;

(b)    Any representation, warranty or other written statement of a Borrower made in connection with any Loan Documents or transactions contemplated thereby is incorrect or misleading in any material respect when given;

(c)    Any Borrower breaches or fail to perform any covenant contained in Section 7.2, 7.4, 7.6, 8.1, 8.2.4, 8.2.5, 8.6.2, 10.1.1, 10.1.2, or 10.2;

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(d)    A Borrower breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not cured within 30 days after a Senior Officer of such Borrower has knowledge thereof or receives notice thereof from Agent, whichever is sooner; provided, however, that such notice and opportunity to cure shall not apply if the breach or failure to perform is not capable of being cured within such period or is a willful breach by a Borrower;

(e)    a Borrower or third party denies or contests the validity or enforceability of any Loan Documents or Obligations, or the perfection or priority of any Lien granted to Agent; or any Loan Document ceases to be in full force or effect for any reason (other than a waiver or release by Agent and the applicable Lenders);

(f)    Any breach or default of a Borrower occurs under any Hedging Agreement, or under any instrument or agreement to which it is a party or by which it or any of its Properties is bound, relating to any Debt (other than the Obligations) in excess of $5,000,000, if the maturity of or any payment with respect to such Debt may be accelerated or demanded due to such breach;

(g)    Any judgment or order for the payment of money is entered against a Borrower in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against all Borrowers, $15,000,000, or, if a Restriction Trigger Period exists, $5,000,000 (net of insurance coverage therefor that has not been denied by the insurer), unless a stay of enforcement of such judgment or order is in effect, by reason of a pending appeal or otherwise;

(h)    A loss, theft, damage or destruction occurs with respect to any Collateral if the amount of the loss, theft, damage or destruction not covered by insurance exceeds $15,000,000, or, if a Restriction Trigger Period exists, $5,000,000;

(i)    A Borrower is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any material part of its business; a Borrower suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its business; there is a cessation of any material part of a Borrower’s business for a material period of time; any material Collateral or Property of a Borrower is taken or impaired through condemnation; a Borrower agrees to or commences any liquidation, dissolution or winding up of its affairs; or a default which is not cured within any applicable cure period in the payment when due, or in the performance or observance of, any material obligation of, or condition agreed to by, any Borrower with respect to any material purchase or lease of goods or services where such default, singly or in the aggregate with all other such defaults, might reasonably be expected to have a Material Adverse Effect;

(j)    An Insolvency Proceeding is commenced by a Borrower; a Borrower makes an offer of settlement, extension or composition to its unsecured creditors generally; a trustee is appointed to take possession of any substantial Property of or to operate any of the business of a Borrower; or an Insolvency Proceeding is commenced against a Borrower and: the Borrower consents to institution of the proceeding, the petition commencing the proceeding is not timely contested by the Borrower, the petition is not dismissed within 60 days after filing, or an order for relief is entered in the proceeding;

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(k)    An ERISA Event occurs that has resulted or could reasonably be expected to result in liability of a Borrower in an aggregate amount in excess of $15,000,000, or, if a Restriction Trigger Period exists, $5,000,000; a Borrower or ERISA Affiliate fails to pay when due any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; or any event similar to the foregoing occurs or exists with respect to a Foreign Plan;

(l)    A Borrower or any of its Senior Officers pleads guilty or is convicted for (i) a felony committed in the conduct of the Borrower’s business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal Exportation of War Materials Act) that in either case, i.e. (i) or (ii), leads to forfeiture of any material Collateral;

(m)    Any subordination provision in the 2009 Note Indenture or in any document or instrument governing Subordinated Debt, or any subordination provision in any guaranty by any Subsidiary of any Subordinated Debt, shall cease to be in full force and effect, or any Borrower or any other Person (including any holder of the 2009 Convertible Notes or the holder of any applicable Subordinated Debt) shall contest in any manner the validity, binding nature or enforceability of any such provision; or

(n)    A Change of Control occurs; or any event occurs or condition exists that has a Material Adverse Effect.

11.2.Remedies upon Default. If an Event of Default (taking into account any applicable cure period) described in Section 11.1(j) occurs with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:

(a)    declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;

(b)    terminate, reduce or condition any Commitment, or make any adjustment to the Borrowing Base;

(c)    require Borrowers to Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Borrowers fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and

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(d)    exercise any other rights or remedies afforded under any Loan Document, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof (subject to Section 11.3(b)), at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable, and that any sale conducted on the internet or to a licensor of Intellectual Property (such sale only permitted to the extent such Intellectual Property is part of or related to Collateral) shall be commercially reasonable. Agent may conduct sales on any Borrower’s premises, without charge, and any sale may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.

11.3.License; Right to Use.

(a)    Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of Borrowers, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. Each Borrower’s rights and interests under Intellectual Property shall inure to Agent’s benefit.

(b)    Notwithstanding anything to the contrary contained herein, for the purpose of enabling Agent to exercise rights and remedies with respect to the Collateral under this Agreement at such time as Agent shall be lawfully entitled to exercise such rights and remedies, Agent shall have the right to utilize, at no cost or expense to Agent (other than as set forth below), any Property of the Borrowers, including without limitation any of the Borrowers’ plant and Equipment, solely to the extent necessary or appropriate in order to sell, lease or otherwise dispose of any of the Collateral (notwithstanding the foregoing, Borrowers’ Obligations shall be reduced by (and to the extent not satisfied, Agent shall reimburse to Borrowers an amount equal to) any reasonable costs to repair any physical damage (wear and tear excepted) caused by Agent to such plant and Equipment of Borrowers during such utilization period, solely to the extent such damage is determined to result from the negligence or willful misconduct of Agent).

11.4.Setoff. At any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Borrower against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any

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demand under this Agreement or any other Loan Document although such Obligations are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

11.5.Remedies Cumulative; No Waiver.

11.5.6.Cumulative Rights. All agreements, warranties, guaranties, indemnities and other undertakings of Borrowers under the Loan Documents are cumulative and not in derogation of each other. The rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or remedies available by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until Full Payment of all Obligations.

11.5.7.Waivers. No waiver or course of dealing shall be established by (a) the failure or delay of Agent or any Lender to require strict performance by Borrowers with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by Agent or any Lender of any payment or performance by a Borrower under any Loan Documents in a manner other than that specified therein.

SECTION 12.AGENT

12.1.Appointment, Authority and Duties of Agent.

12.1.1.Appointment and Authority. Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for the benefit of Secured Parties. Any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents, Applicable Law or otherwise. The duties of Agent are ministerial and administrative in nature only, and Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent, in its Permitted Discretion, shall be authorized to determine whether any Account or Inventory meets the criteria for an Eligible Account or Eligible Inventory in accordance with the definitions thereof set out in Section 1 hereof; whether to impose or release any reserve; or whether any of the conditions to funding or to issuance of a Letter of Credit set out herein have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Secured Party for any error in judgment.

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12.1.2.Duties. Agent shall not have any duties except those expressly set forth in the Loan Documents. The conferral upon Agent of any right shall not imply a duty to exercise such right, unless instructed to do so by Lenders in accordance with this Agreement.

12.1.3.Agent Professionals. Agent may perform its duties through agents and employees. Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.

12.1.4.Instructions of Required Lenders. The rights and remedies conferred upon Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Agent may request instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with any Loan Documents or Collateral, and may seek assurances to its satisfaction from Secured Parties of their indemnification obligations against Claims that could be incurred by Agent. Agent may refrain from any act until it has received such instructions or assurances, and shall not incur liability to any Person by reason of so refraining. Instructions of Required Lenders shall be binding upon all Secured Parties, and no Secured Party shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting pursuant to instructions of Required Lenders. Notwithstanding the foregoing, instructions by and consent of specific parties shall be required to the extent provided in Section 14.1.1. In no event shall Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability.

12.2.Agreements Regarding Collateral and Borrower Materials.

12.2.1.    Lien Releases; Care of Collateral. Secured Parties authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of a disposition or Lien that Borrowers certify in writing is a Permitted Asset Disposition or a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; or (d) subject to Section 14.1, with the consent of Required Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent shall have no obligation to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected or insured, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

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12.2.2.    Possession of Collateral. Agent and Secured Parties appoint each Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control. If any Lender obtains possession or control of any Collateral, it shall notify Agent thereof and, promptly upon Agent’s request, deliver such Collateral to Agent or otherwise deal with it in accordance with Agent’s instructions.

12.2.3.    Reports. Agent shall promptly forward to Lenders, when received from Borrowers and when complete, any field audit, examination or appraisal report prepared for Agent with respect to any Borrower or Collateral (collectively “Reports”) and any financial statements, notifications or reports required under Section 10.1.2. Reports and other Borrower Materials may be made available to Lenders by providing access to them on the Platform, but Agent shall not be responsible for system failures or access issues that may occur from time to time. Each Lender agrees (a) that Reports are not intended to be comprehensive audits or examinations, and that Agent or any other Person performing an audit or examination will inspect only specific information regarding the Obligations or Collateral and will rely significantly upon Borrowers’ books, records and representations; (b) that Agent makes no representation or warranty as to the accuracy or completeness of any Borrower Materials and shall not be liable for any information contained in or omitted from any Borrower Materials, including any Report; and (c) to keep all Borrower Materials confidential and strictly for such Lender’s internal use, not to distribute any Report or other Borrower Materials (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants), and to use all Borrower Materials solely for administration of the Obligations. Each Lender shall indemnify and hold harmless Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Borrower Materials, as well as from any Claims arising as a direct or indirect result of Agent furnishing same to such Lender, via the Platform or otherwise.

12.3.Reliance By Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any delay in acting.

12.4.Action Upon Default. Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure to satisfy any conditions in Section 6, unless it has received written notice from a Borrower or Required Lenders specifying the occurrence and nature thereof. If any Lender acquires knowledge of a Default, Event of Default or failure of such conditions, it shall promptly notify Agent and the other Lenders thereof in writing. Each Secured Party agrees that, except as otherwise provided in any Loan Documents or with the written consent of Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations (other than Secured Bank Product Obligations), or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other dispositions of Collateral, or to assert any rights relating to any Collateral.

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12.5.Ratable Sharing. If any Lender obtains any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.6.2, as applicable, such Lender shall forthwith purchase from Agent, Issuing Bank and the other Lenders such participations in the affected Obligation as are necessary to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.6.2, as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, if a Defaulting Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the amount thereof to Agent for application under Section 4.2.2 and it shall provide a written statement to Agent describing the Obligation affected by such payment or reduction. No Lender shall set off against any Dominion Account without Agent’s prior consent.

12.6.Indemnification.EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY BORROWERS, ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE, PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR AGENT (IN THE CAPACITY OF AGENT). In Agent’s discretion, it may reserve for any Claims made against an Agent Indemnitee or Issuing Bank Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Secured Parties. If Agent is sued by any receiver, trustee or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata share.

12.7.Limitation on Responsibilities of Agent. Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Borrower, Lender or other Secured Party of any obligations under the Loan Documents. Agent does not make any express or implied representation, warranty or guarantee to Secured Parties with respect to any Obligations, Collateral, Loan Documents or Borrower. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents or Borrower Materials; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Borrower or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance by any Borrower of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

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12.8.Successor Agent and Co-Agents.

12.8.1.Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it, which shall be a Lender unless no Lender accepts the role. Upon acceptance by a successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Borrower.

12.8.2.Co-Collateral Agent. If necessary or appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document. Each right and remedy intended to be available to Agent under the Loan Document shall also be vested in such agent. Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment. If the agent so appointed shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.

12.9.Due Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has, independently and without reliance upon Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Borrower and its own decision to enter into this Agreement and to fund Loans and participate in LC Obligations hereunder. Each Secured Party has made such inquiries as it feels necessary concerning the Loan Documents, Collateral and Borrowers. Each Secured Party acknowledges and agrees that the other Secured Parties have made no representations or warranties concerning any Borrower, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Secured Party will, independently and without reliance upon any other Secured Party, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and participating in LC Obligations, and in taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender, Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports or certificates furnished to Agent by any Borrower or any credit or other information concerning the affairs, financial condition, business or Properties of any Borrower (or any of its Affiliates) which may come into possession of Agent or its Affiliates.

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12.10.Remittance of Payments and Collections.

12.10.1.Remittances Generally. All payments by any Lender to Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by Agent and request for payment is made by Agent by 11:00 a.m. on a Business Day, payment shall be made by Lender not later than 2:00 p.m. on such day, and if request is made after 11:00 a.m., then payment shall be made by 11:00 a.m. on the next Business Day. Payment by Agent to any Secured Party shall be made by wire transfer, in the type of funds received by Agent. Any such payment shall be subject to Agent’s right of offset for any amounts due from such payee under the Loan Documents.

12.10.2.Failure to Pay. If any Secured Party fails to pay any amount when due by it to Agent pursuant to the terms hereof, such amount shall bear interest, from the due date until paid in full, at the rate determined by Agent as customary for interbank compensation for two Business Days and thereafter at the Default Rate for Base Rate Revolver Loans. In no event shall Borrowers be entitled to receive credit for any interest paid by a Secured Party to Agent, nor shall any Defaulting Lender be entitled to interest on any amounts held by Agent pursuant to Section 4.2.

12.10.3.Recovery of Payments. If Agent pays an amount to a Secured Party in the expectation that a related payment will be received by Agent from a Borrower and such related payment is not received, then Agent may recover such amount from the Secured Party. If Agent determines that an amount received by it must be returned or paid to a Borrower or other Person pursuant to Applicable Law or otherwise, then, notwithstanding any other term of any Loan Document, Agent shall not be required to distribute such amount to any Secured Party. If any amounts received and applied by Agent to any Obligations are later required to be returned by Agent pursuant to Applicable Law, each Lender shall pay to Agent, on demand, such Lender’s Pro Rata share of the amounts required to be returned.

12.11.Individual Capacities. As a Lender, Bank of America shall have the same rights and remedies under the Loan Documents as any other Lender, and the terms “Lenders,” “Required Lenders” or any similar term shall include Bank of America in its capacity as a Lender. Agent, Lenders and their Affiliates may accept deposits from, lend money to, provide Bank Products to, act as financial or other advisor to, and generally engage in any kind of business with, Borrowers and their Affiliates, as if they were not Agent or Lenders hereunder, without any duty to account therefor to any Secured Party. In their individual capacities, Agent, Lenders and their Affiliates may receive information regarding Borrowers, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and shall have no obligation to provide such information to any Secured Party.

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12.12.Titles. Each Lender, other than Bank of America, that is designated (on the cover page of this Agreement or otherwise) by Bank of America as an “Arranger,” “Bookrunner” or “Agent” of any type shall have no right, power or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event have any fiduciary duty to any Secured Party.

12.13.Bank Product Providers. Each Secured Bank Product Provider, by delivery of a notice to Agent of a Bank Product, agrees to be bound by Section 5.6 and this Section 12. Each Secured Bank Product Provider shall indemnify and hold harmless Agent Indemnitees, to the extent not reimbursed by Borrowers, against all Claims that may be incurred by or asserted against any Agent Indemnitee in connection with such provider’s Secured Bank Product Obligations.

12.14.No Third Party Beneficiaries. This Section 12 is an agreement solely among Secured Parties and Agent, and shall survive Full Payment of the Obligations. This Section 12 does not confer any rights or benefits upon Borrowers or any other Person. As between Borrowers and Agent, any action that Agent may take under any Loan Documents or with respect to any Obligations shall be conclusively presumed to have been authorized and directed by Secured Parties.

SECTION 13.BENEFIT OF AGREEMENT; ASSIGNMENTS

13.1.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, Lenders, Secured Parties, and their respective successors and assigns, except that (a) no Borrower shall have the right to assign its rights or delegate its obligations under any Loan Documents; and (b) any assignment by a Lender must be made in compliance with Section 13.3. Agent may treat the Person which made any Loan as the owner thereof for all purposes until such Person makes an assignment in accordance with Section 13.3. Any authorization or consent of a Lender shall be conclusive and binding on any subsequent transferee or assignee of such Lender.

13.2.Participations.

13.2.1.Permitted Participants; Effect. Subject to Section 13.3.3, any Lender may sell to a financial institution (“Participant”) a participating interest in the rights and obligations of such Lender under any Loan Documents; provided that, so long as no Event of Default exists at the time of such sale, such Participant must be either (i) an Eligible Assignee pursuant to clause (a) in the definition thereof or (ii) approved by Borrower Agent (which approval shall not be unreasonably withheld or delayed). Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if it had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Borrowers agree otherwise in writing.

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13.2.2.Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or other modification of a Loan Document other than that which forgives principal, interest or fees, reduces the stated interest rate or fees payable with respect to any Loan or Commitment in which such Participant has an interest, postpones the Commitment Termination Date or any date fixed for any regularly scheduled payment of principal, interest or fees on such Loan or Commitment, or releases any Borrower or substantially all Collateral.

13.2.3.Benefit of Set-Off. Borrowers agree that each Participant shall have a right of set-off in respect of its participating interest to the same extent as if such interest were owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to any participating interests sold by it. By exercising any right of set-off, a Participant agrees to share with Lenders all amounts received through its set-off, in accordance with Section 12.5 as if such Participant were a Lender.

13.3.Assignments.

13.3.1.Permitted Assignments. A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent in its discretion); and (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to secure obligations of such Lender, including a pledge or assignment to a Federal Reserve Bank; provided, however, that no such pledge or assignment shall release the Lender from its obligations hereunder nor substitute the pledge or assignee for such Lender as a party hereto.

13.3.2.Effect; Effective Date. Upon delivery to Agent of an assignment notice in the form of Exhibit B and a processing fee of $3,500 (unless otherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 13.3. From such effective date, the Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a Lender thereunder. Upon consummation of an assignment, the transferor Lender, Agent and Borrowers shall make appropriate arrangements for issuance of replacement and/or new notes, if applicable. The transferee Lender shall comply with Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory to Agent.

13.3.3.Certain Assignees. No assignment or participation may be made to a Borrower, Affiliate of a Borrower, Defaulting Lender or natural person. Any assignment by a Defaulting Lender shall be effective only upon payment by the Eligible Assignee or Defaulting Lender to Agent of an aggregate amount sufficient, upon distribution (through direct payment, purchases of participations or other compensating actions as Agent deems appropriate), to satisfy all funding and payment liabilities then owing by the Defaulting Lender hereunder. If an assignment by a Defaulting Lender shall become

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effective under Applicable Law for any reason without compliance with the foregoing sentence, then the assignee shall be deemed a Defaulting Lender for all purposes until such compliance occurs.

13.3.4.Register. Agent, acting as a non-fiduciary agent of Borrowers (solely for tax purposes), shall maintain (a) a copy of each Assignment and Acceptance delivered to it, and (b) a register for recordation of the names, addresses and Commitments of, and the Loans, interest and LC Obligations owing to, each Lender. Entries in the register shall be conclusive, absent manifest error, and Borrowers, Agent and Lenders shall treat each lender recorded in such register as a Lender for all purposes under the Loan Documents, notwithstanding any notice to the contrary. The register shall be available for inspection by Borrowers or any Lender, from time to time upon reasonable notice.

13.4.Replacement of Certain Lenders. If a Lender (a) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) requests compensation or payment of additional amounts from any Borrower under either Section 3.7 or 3.9, (c) fails to increase its Commitment, following request thereto by Borrower Agent as permitted pursuant to the terms of Section 2.1.7 or (d) is a Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent or Borrower Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(s), within 20 days after the notice; provided, that, a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Agent or Borrower Agent to require such assignment and delegation cease to apply. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment; provided, that notwithstanding the foregoing sentence, Borrowers shall not be required to reimburse any departing Lender for any compensation or payment of additional amounts incurred pursuant to Section 3.7 or 3.9 to the extent such compensation or amounts resulted from a Change of Law (solely for purposes hereof, “Change of Law” shall be a Change of Law as defined in clause (c) of the definition thereof, without having the force of law) and either (x) such Lender did not give prior written notice to Borrower Agent of the implementation of such Change in Law resulting in such compensation or amounts or (y) Borrowers shall have removed such Lender pursuant to the terms of this Section 13.4 prior to the implementation of such Change in Law following the delivery of written notice by such Lender to Borrower Agent thereof pursuant to the terms of Section 3.3; provided, further, that following delivery to Borrower Agent of such notice, the Borrowers shall be required to reimburse Lenders for any such compensation or amounts incurred from the period of implementation of such Change in Law until the date of any such permitted assignment pursuant to this Section 13.4.

SECTION 14.MISCELLANEOUS

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14.1.Consents, Amendments and Waivers.

14.1.1.Amendment. No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of the Required Lenders (or by Agent with the consent of Required Lenders) and each Borrower party to such Loan Document; provided, however, that

(a)    without the prior written consent of Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of Agent;

(b)    without the prior written consent of Issuing Bank, no modification shall be effective with respect to any LC Obligations, Section 2.3 or any other provision in a Loan Document that relates to any rights, duties or discretion of Issuing Bank;

(c)    without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall be effective that would (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2); (iii) extend the Revolver Termination Date applicable to such Lender’s Obligations; or (iv) amend this clause (c);

(d)    without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall be effective that would (i) alter Section 5.6.2, 7.1 (except to add Collateral) or 14.1.1; (ii) amend the definition of Borrowing Base (or any defined term used in such definition), Pro Rata or Required Lenders; (iii) increase any advance rate or decrease the Availability Block; (v) release all or substantially all Collateral; or (vi) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Borrower from liability for any Obligations; and

(e)    without the prior written consent of a Secured Bank Product Provider, no modification shall be effective that affects its relative payment priority under Section 5.6.2.

14.1.2.Limitations. The agreement of Borrowers shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely with the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to any agreement relating to fees or a Bank Product shall be required for modification of such agreement, and no Bank Product provider (in such capacity) shall have any right to consent to modification of any Loan Document other than its Bank Product agreement. Any waiver or consent granted by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified.

14.1.3.Payment for Consents. No Borrower will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent.

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14.2.Indemnity.EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY BORROWER OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee.

14.3.Notices and Communications.

14.3.1.Notice Address. Subject to Section 4.1.4, all notices and other communications by or to a party hereto shall be in writing and shall be given to any Borrower, at Borrower Agent’s address shown on the signature pages hereof, and to any other Person at its address shown on the signature pages hereof (or, in the case of a Person who becomes a Lender after the Closing Date, at the address shown on its Assignment and Acceptance), or at such other address as a party may hereafter specify by notice in accordance with this Section 14.3. Each communication shall be effective only (a) if given by facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit in the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; or (c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged. Notwithstanding the foregoing, no notice to Agent pursuant to Section 2.1.4, 2.3, 3.1.2, 4.1.1 or 5.3.3 shall be effective until actually received by the individual to whose attention at Agent such notice is required to be sent (such required person’s name being set forth in the address below Agent’s signature hereon or such other name from time to time provided to Borrower Agent in writing). Any written communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed party. Any notice received by Borrower Agent shall be deemed received by all Borrowers.

14.3.2.Electronic Communications; Voice Mail. Electronic mail and internet websites may be used only for routine communications, such as delivery of Borrower Materials, administrative matters, distribution of Loan Documents, and matters permitted under Section 4.1.4 and 14.8. Agent and Lenders make no assurances as to the privacy and security of electronic communications. Electronic and voice mail may not be used as effective notice under the Loan Documents.

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14.3.3.Platform. Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent (“Platform”). Borrowers shall notify Agent of each posting of Borrower Materials on the Platform and the materials shall be deemed received by Agent only upon its receipt of such notice. Borrower Materials and other information relating to this credit facility may be made available to Lenders on the Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials or any issues involving the Platform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY AGENT WITH RESPECT TO BORROWER MATERIALS OR THE PLATFORM. Lenders acknowledge that Borrower Materials may include material non-public information of Borrowers and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Borrower’s securities. No Agent Indemnitee shall have any liability to Borrowers, Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) relating to use by any Person of the Platform or delivery of Borrower Materials and other information through the Platform.

14.3.4.Non-Conforming Communications. Agent and Lenders may rely upon any communications purportedly given by or on behalf of any Borrower even if they were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Each Borrower shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of a Borrower.

14.4.Performance of Borrowers’ Obligations. Agent may, in its discretion at any time and from time to time, at Borrowers’ expense, pay any amount or do any act required of any Borrower under any Loan Documents or otherwise lawfully requested by Agent or applicable Lenders to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of Agent under this Section shall be reimbursed to Agent by Borrowers, on demand, with interest from the date incurred until paid in full, at the Default Rate applicable to Base Rate Revolver Loans. Any payment made or action taken by Agent under this Section shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Loan Documents.

14.5.Credit Inquiries. Agent and Lenders may (but shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning any Borrower or Subsidiary.

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14.6.Severability. Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect.

14.7.Cumulative Effect; Conflict of Terms. The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several limitations or measurements to regulate similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.

14.8.Counterparts. Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Agent has received counterparts bearing the signatures of all parties hereto. Delivery of a signature page of any Loan Document by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement.

14.9.Entire Agreement. Time is of the essence with respect to all Loan Documents and Obligations. The Loan Documents constitute the entire agreement, and supersede all prior understandings and agreements, among the parties relating to the subject matter thereof.

14.10.Relationship with Lenders. The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations or Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt. It shall not be necessary for Agent or any other Lender to be joined as an additional party in any proceeding for such purposes. Nothing in this Agreement and no action of Agent, Lenders or any other Secured Party pursuant to the Loan Documents or otherwise shall be deemed to constitute Agent and any Secured Party to be a partnership, joint venture or similar arrangement.

14.11.No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated by any Loan Document, Borrowers acknowledge and agree that (a)(i) this credit facility and any related arranging or other services by Agent, any Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between Borrowers and such Person; (ii) Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate; and (iii) Borrowers are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated by the Loan Documents; (b) each of Agent, Lenders, their Affiliates and any arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrowers, any of their Affiliates or any other Person, and has no obligation with respect to the transactions contemplated by the Loan Documents except as expressly set forth therein; and (c) Agent, Lenders, their Affiliates and any arranger may be engaged in a broad range of transactions that involve interests that differ from those of Borrowers and their Affiliates, and have no obligation to disclose any of such interests to Borrowers or their Affiliates. To the fullest extent permitted by Applicable Law, each Borrower hereby waives and releases any claims that it may have against Agent,

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Lenders, their Affiliates and any arranger with respect to any breach of agency or fiduciary duty in connection with any transaction contemplated by a Loan Document.

14.12.Confidentiality. Each of Agent, Lenders and Issuing Bank shall maintain the confidentiality of all Information (as defined below), except that Information may be disclosed (a) to its Affiliates, and to its and their partners, directors, officers, employees, agents, advisors and representatives (provided such Persons are informed of the confidential nature of the Information and instructed to keep it confidential); (b) to the extent requested by any governmental, regulatory or self-regulatory authority purporting to have jurisdiction over it or its Affiliates; (c) to the extent required by Applicable Law or by any subpoena or other legal process; (d) to any other party hereto; (e) in connection with any action or proceeding relating to any Loan Documents or Obligations; (f) subject to an agreement containing provisions substantially the same as this Section, to any Transferee or any actual or prospective party (or its advisors) to any Bank Product; (g) with the consent of Borrower Agent; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) is available to Agent, any Lender, Issuing Bank or any of their Affiliates on a nonconfidential basis from a source other than Borrowers. Notwithstanding the foregoing, Agent and Lenders may publish or disseminate general information concerning this credit facility for league table, tombstone and advertising purposes, and may use Borrowers’ logos, trademarks or product photographs in advertising materials. As used herein, “Information” means all information received from a Borrower or Subsidiary relating to it or its business that is identified as confidential when delivered. Any Person required to maintain the confidentiality of Information pursuant to this Section shall be deemed to have complied if it exercises a degree of care similar to that which it accords its own confidential information. Each of Agent, Lenders and Issuing Bank acknowledges that (i) Information may include material non-public information; (ii) it has developed compliance procedures regarding the use of material non-public information; and (iii) it will handle such material non-public information in accordance with Applicable Law.

14.13.Certifications Regarding Indentures. Borrowers certify to Agent and Lenders that neither the execution or performance of the Loan Documents nor the incurrence of any Obligations by Borrowers violates the Indentures, including without limitation Section 4.09 of the 2010 Note Indenture. Borrowers further certify that the Commitments and Obligations constitute “Senior Debt” and “Designated Senior Debt” under the 2009 Note Indenture and “Permitted Debt” under the 2010 Note Indenture. Agent may condition Borrowings, Letters of Credit and other credit accommodations under the Loan Documents from time to time upon Agent’s receipt of evidence reasonably satisfactory to Agent that the Commitments and Obligations continue to constitute “Senior Debt”, “Designated Senior Debt” and “Permitted Debt”, as applicable, at such time.

14.14.GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

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14.15.Consent to Forum. EACH BORROWER HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER ILLINOIS, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH BORROWER IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1. Nothing herein shall limit the right of Agent or any Lender to bring proceedings against any Borrower in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.

14.16.Waivers by Borrowers. To the fullest extent permitted by Applicable Law, each Borrower waives (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which a Borrower may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent, Issuing Bank or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each Borrower acknowledges that the foregoing waivers are a material inducement to Agent, Issuing Bank and Lenders entering into this Agreement and that they are relying upon the foregoing in their dealings with Borrowers. Each Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

14.17.Patriot Act Notice. Agent and Lenders hereby notify Borrowers that pursuant to the Patriot Act, Agent and Lenders are required to obtain, verify and record information that identifies each Borrower, including its legal name, address, tax ID number and other information that will allow Agent and Lenders to identify it in accordance with the Patriot Act. Agent and Lenders will also require information regarding each personal guarantor, if any, and may require information regarding Borrowers’ management and owners, such as legal name, address, social security number and date of birth.

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14.18.Amendment and Restatement. On the Closing Date, the Original Credit Agreement and the Original Guaranty and Collateral Agreement shall be amended, restated and superseded hereby in their entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant to Section 2.1.2 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Original Credit Agreement) under the Original Credit Agreement as in effect prior to the Closing Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens on the Collateral (as defined herein) and as granted under the Collateral Documents (as defined in the Original Credit Agreement) securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; provided, that the Property of the Borrowers’ securing such Liens is amended and restated pursuant to the terms of this Agreement; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, it is understood and agreed that the Borrowers’ security obligations under the Original Guaranty and Collateral Agreement are evidenced by this Agreement.

14.19.Consent and Affirmation. (a)    To the extent that any Continuing Lender (such Continuing Lender, an “Assigning Lender”) assigned any Existing Revolving Commitments or Existing Revolving Loans (such interests, the “Assigned Interests”) to any other Lender in connection with the transactions contemplated hereby, such Assigning Lender (i) represents and warrants that it is legally authorized to transfer such Assigned Interests and (ii) confirms that it has not created any adverse claim upon any Assigned Interests and that such Assigned Interests are free and clear of any such adverse claim.

(b)     Each Continuing Lender hereby consents to the release of Titan Investment Corporation from its obligations under the Original Guaranty and Collateral Agreement and agrees that Titan Investment Corporation shall be released as a guarantor under the Original Guaranty and Collateral Agreement as of the Closing Date.

[Remainder of page intentionally left blank; signatures begin on following page]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set forth above.

BORROWERS:

TITAN INTERNATIONAL, INC.

By:  /s/ TITAN INTERNATIONAL, INC.

Name:

Title:

Address:

   2701 Spruce Street

   Quincy, Illinois 62301

   Attn: Cheri T. Holley

   Telecopy: 217-228-3040

TITAN WHEEL CORPORATION OF ILLINOIS

By:    /s/ TITAN WHEEL CORPORATION OF ILLINOIS

Name:

Title:

TITAN TIRE CORPORATION

By:  /s/ TITAN TIRE CORPORATION

Name:

Title:

TITAN TIRE CORPORATION OF FREEPORT

By:   /s/ TITAN TIRE CORPORATION OF FREEPORT

Name:

Title:

TITAN TIRE CORPORATION OF BRYAN

By:    /s/ TITAN TIRE CORPORATION OF BRYAN

Name:

Title:

[Signature Page to Credit Agreement]

AGENT AND LENDERS:

BANK OF AMERICA, N.A.,

as Agent and Lender

By:    /s/ BANK OF AMERICA, N.A.,

Title:

Address:

   Bank of America, N.A.

   135 South LaSalle Street, Suite 925

   Chicago, Illinois 60603

   Attn: John D. Whetstone

   Telecopy: 312-904-7190

[Signature Page to Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION,

 
as Lender

By:   /s/ WELLS FARGO BANK, NATIONAL ASSOCIATION

Title:

Address:

   Attn:

   Telecopy:

[Signature Page to Credit Agreement]

BMO HARRIS BANK N.A.,
as Lender

By:   /s/ BMO HARRIS BANK N.A.,

Title:

Address:

   Attn:

   Telecopy:

[Signature Page to Credit Agreement]

EXHIBIT A

to

Second Amended and Restated Credit and Security Agreement

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Second Amended and Restated Credit and Security Agreement dated as of December 21, 2012, as amended (“Credit Agreement”), among TITAN INTERNATIONAL, INC., an Illinois corporation, TITAN WHEEL CORPORATION OF ILLINOIS, an Illinois corporation, TITAN TIRE CORPORATION, an Illinois corporation, TITAN TIRE CORPORATION OF FREEPORT, an Illinois corporation, TITAN TIRE CORPORATION OF BRYAN, an Ohio corporation (collectively, “Borrowers”), BANK OF AMERICA, N.A., as agent (“Agent”) for the financial institutions from time to time party to the Credit Agreement (“Lenders”), and such Lenders. Terms are used herein as defined in the Credit Agreement.

______________________________________ (“Assignor”) and _________________________ _____________ (“Assignee”) agree as follows:

1.Assignor hereby assigns to Assignee and Assignee hereby purchases and assumes from Assignor (a) a principal amount of $________ of Assignor's outstanding Revolver Loans and $___________ of Assignor's participations in LC Obligations and (b) the amount of $__________ of Assignor's Revolver Commitment (which represents ____% of the total Revolver Commitments) (the foregoing items being, collectively, the “Assigned Interest”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the date (“Effective Date”) indicated in the corresponding Assignment Notice delivered to Agent, provided such Assignment Notice is executed by Assignor, Assignee, Agent and Borrower, if applicable. From and after the Effective Date, Assignee hereby expressly assumes, and undertakes to perform, all of Assignor's obligations in respect of the Assigned Interest, and all principal, interest, fees and other amounts which would otherwise be payable to or for Assignor's account in respect of the Assigned Interest shall be payable to or for Assignee's account, to the extent such amounts accrue on or after the Effective Date.

2.Assignor (a) represents that as of the date hereof, prior to giving effect to this assignment, its Revolver Commitment is $__________ and the outstanding balance of its Revolver Loans and participations in LC Obligations is $__________; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, other than that Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance by Borrowers of their obligations under the Loan Documents. [Assignor is attachingthe Note[s] held by it and requests that Agent exchange such Note[s] for new Notes payable to Assignee [and Assignor].]

1

3.Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received copies of the Credit Agreement and such other Loan Documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it shall, independently and without reliance upon Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (d) confirms that it is an Eligible Assignee; (e) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto; (f) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” under the Loan Documents; and (g) represents and warrants that the assignment evidenced hereby will not result in a non-exempt “prohibited transaction” under Section 406 of ERISA.

4.This Agreement shall be governed by the laws of the State of Illinois. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Agreement shall remain in full force and effect.

5.Each notice or other communication hereunder shall be in writing, shall be sent by messenger, by telecopy or facsimile transmission, or by first-class mail, shall be deemed given when sent and shall be sent as follows:

(a) If to Assignee, to the following address (or to such other address as Assignee may designate from time to time):

__________________________

__________________________

__________________________

(b) If to Assignor, to the following address (or to such other address as Assignor may designate from time to time):

__________________________

__________________________

__________________________

__________________________

Payments hereunder shall be made by wire transfer of immediately available Dollars as follows:

If to Assignee, to the following account (or to such other account as Assignee may designate from time to time):

______________________________

______________________________

ABA No._______________________

______________________________

Account No.____________________

Reference: _____________________

2

If to Assignor, to the following account (or to such other account as Assignor may designate from time to time):

______________________________

______________________________

ABA No._______________________

______________________________

Account No.____________________

Reference: _____________________

3

IN WITNESS WHEREOF, this Assignment and Acceptance is executed as of _____________.

_____________________________________

(“Assignee”)

By___________________________________

Title:

_____________________________________

(“Assignor”)

By___________________________________

Title:

4

EXHIBIT B

to

Second Amended and Restated Credit and Security Agreement

ASSIGNMENT NOTICE

Reference is made to (1) the Second Amended and Restated Credit and Security Agreement dated as of December 21, 2012, as amended (“Credit Agreement”), among TITAN INTERNATIONAL, INC., an Illinois corporation, TITAN WHEEL CORPORATION OF ILLINOIS, an Illinois corporation, TITAN TIRE CORPORATION, an Illinois corporation, TITAN TIRE CORPORATION OF FREEPORT, an Illinois corporation, TITAN TIRE CORPORATION OF BRYAN, an Ohio corporation (collectively, “Borrowers”), BANK OF AMERICA, N.A., as agent (“Agent”) for the financial institutions from time to time party to the Credit Agreement (“Lenders”), and such Lenders; and (2) the Assignment and Acceptance dated as of ____________, 20__ (“Assignment Agreement”), between __________________ (“Assignor”) and ____________________ (“Assignee”). Terms are used herein as defined in the Credit Agreement.

Assignor hereby notifies Borrowers and Agent of Assignor's intent to assign to Assignee pursuant to the Assignment Agreement (a) a principal amount of $________ of Assignor's outstanding Revolver Loans and $___________ of Assignor's participations in LC Obligations and (b) the amount of $__________ of Assignor's Revolver Commitment (which represents ____% of the total Revolver Commitments), (the foregoing items being, collectively, the “Assigned Interest”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the date (“Effective Date”) indicated below, provided this Assignment Notice is executed by Assignor, Assignee, Agent and Borrower Agent, if applicable. Pursuant to the Assignment Agreement, Assignee has expressly assumed all of Assignor's obligations under the Credit Agreement to the extent of the Assigned Interest, as of the Effective Date.

For purposes of the Credit Agreement, Agent shall deem Assignor's Revolver Commitment to be reduced by $_________, and Assignee's Revolver Commitment to be increased by $_________.

The address of Assignee to which notices and information are to be sent under the terms of the Credit Agreement is:

________________________

________________________

________________________

________________________

5

The address of Assignee to which payments are to be sent under the terms of the Credit Agreement is shown in the Assignment and Acceptance.

This Notice is being delivered to Borrowers and Agent pursuant to Section 13.3 of the Credit Agreement. Please acknowledge your acceptance of this Notice by executing and returning to Assignee and Assignor a copy of this Notice.

IN WITNESS WHEREOF, this Assignment Notice is executed as of _____________.

_____________________________________

(“Assignee”)

By___________________________________

Title:

_____________________________________

(“Assignor”)

By___________________________________

Title:

ACKNOWLEDGED AND AGREED,

AS OF THE DATE SET FORTH ABOVE:

BORROWER AGENT:*

TITAN INTERNATIONAL, INC.

By_______________________________

Title:

* No signature required if Assignee is a Lender, U.S.-based Affiliate of a Lender or Approved Fund, or if an Event of Default exists.

BANK OF AMERICA, N.A.,

as Agent

By_______________________________

Title:

6

SCHEDULE 1.1

to

Second Amended and Restated Credit and Security Agreement

COMMITMENTS OF LENDERS

Lender	Total Revolver Commitments
Bank of America, N.A.	$60,000,000
Wells Fargo Bank, National Association	$60,000,000
BMO Harris Bank N.A.	$30,000,000
TOTAL	$150,000,000

SCHEDULE 8.5

to

Loan and Security Agreement

DEPOSIT ACCOUNTS

Depository Bank Type of Account Account Number

**

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

SCHEDULE 8.6.1

to

Loan and Security Agreement

BUSINESS LOCATIONS

1. Borrowers currently have the following business locations, and no others:

Chief Executive Office:

2701 Spruce Street, Quincy, IL 62301

Owned by Titan Wheel Corporation of Illinois

Other Locations:

3769 Route 20 East, Freeport, IL 61032

Owned by Titan Tire Corporation of Freeport

927 South Union Street, Bryan, OH 43506

Owned by Titan Tire Corporation of Bryan

2345 East Market Street, Des Moines, IA 50317

Owned by Titan Tire Corporation

2. In the five years preceding the Closing Date, Borrowers have had no office or place of business located in any county other than as set forth above, except: NONE

3. The following bailees, warehouseman, similar parties and consignees hold inventory of a Borrower or Subsidiary:

BORROWERS	COLLATERAL ($000)	LESSOR OR CONSIGNEE
Titan Wheel Corporation of Illinois	$28,437 Inventory	Hagerty Steel & Aluminum Company 601 N Main Street, East Peoria, IL 61611
Titan Wheel Corporation of Illinois	Inventory	Heidtman Steel Products, Inc. 10 N. Gate Industrial Drive Granite City, IL 62040
Titan Tire Corporation	$1,386 Inventory	1385 Valentine Industrial Parkway Pendergrass, GA 30567
Titan Tire Corporation	$1,396 Inventory	3260 Goodyear Blvd, Union City, TN 38261
Titan Tire Corporation of Bryan	$1,086 Inventory	SWT Titan Mining Services Caribou Industrial Park Ft. McMurray, Alberta, Canada T9H 5N3
Titan Tire Corporation of Bryan	$975 Inventory	Steel City Tire 6049 S Jackson Ave Hammond, IN 46320
Titan Tire Corporation of Bryan	$254 Inventory	Hardwood Timber Yard South of Sedonkdi Road Takoradi, Ghana, West Africa
Titan Tire Corporation of Bryan	$243 Inventory	ArcelorMittal - Tube City D Street & Slab Hauler Burns Harbor, IN 46304
Titan Tire Corporation of Bryan	$155 Inventory	ArcerlorMittal 3001 Dickey Road East Chicago, IN 46312

SCHEDULE 9.1.4(a)

to

Loan and Security Agreement

9.1.4(a) NAMES AND CAPITAL STRUCTURE

1.    The corporate names, jurisdictions of incorporation, and authorized and issued Equity Interests of each Borrower and Subsidiary are as follows:

Titan International, Inc.

Outstanding Stock:

Publicly traded on the NYSE under symbol TWI

Subsidiaries:

Name of Subsidiary% of Ownership

1.Titan Wheel Corporation of Illinois100%

2.Titan Wheel Corporation of Virginia100%

3.Titan Investment Corporation100%

Titan Wheel Corporation of Illinois

Outstanding Stock:

10,000 shares authorized - 1,000 shares issued to Titan International, Inc.

Subsidiaries:

Name of Subsidiary% of Ownership

1.NoneN/A

Titan Wheel Corporation of Virginia

Outstanding Stock:

10,000 shares authorized - 1,000 shares issued to Titan International, Inc.

Subsidiaries:

Name of Subsidiary% of Ownership

1.NoneN/A

Titan Investment Corporation

Outstanding Stock:

1,000,000 shares authorized - 1,000 shares issued to Titan International, Inc.

Subsidiaries:

Name of Subsidiary% of Ownership

1.Titan Tire Corporation100%

Titan Tire Corporation

Outstanding Stock:

10,000,000 shares authorized - 10,000 shares issued to Titan Investment Corporation

Subsidiaries:

Name of Subsidiary% of Ownership

1.Titan Tire Corporation of Freeport100%

2.Titan Tire Corporation of Bryan100%

Titan Tire Corporation of Freeport

Outstanding Stock:

10,000 shares authorized - 1,000 shares issued to Titan Tire Corporation

Subsidiaries:

Name of Subsidiary% of Ownership

1.NoneN/A

Titan Tire Corporation of Bryan

Outstanding Stock:

1,000 shares authorized - 100 shares issued to Titan Tire Corporation

Subsidiaries:

Name of Subsidiary% of Ownership

1.NoneN/A

3.    All agreements binding on holders of Equity Interests of Borrowers with respect to such interests are as follows: NONE

9.1.4(b) PURCHASE OPTIONS, WARRANTS, CONVERTIBLE STOCK INTERESTS

1.    Stock options held by officers and/or directors of Titan International, Inc. per its Stock Option Plan.

2.    Conversion rights to common shares held by the holders of the 2009 Convertible Notes of which $112,900,000 are outstanding.

SCHEDULE 9.1.15

to

Loan and Security Agreement

BURDENSOME CONTRACTS

NONE

SCHEDULE 9.1.16

to

Loan and Security Agreement

LITIGATION

1.    Proceedings and investigations pending (or threatened) against Borrowers or Subsidiaries: (a) related to Loan Documents or the Loan transactions or (b) if adversely determined would have a Material Adverse Effect: NONE

SCHEDULE 9.1.18

to

Loan and Security Agreement

PENSION PLAN DISCLOSURES

NONE

SCHEDULE 9.1.20

to

Loan and Security Agreement

LABOR CONTRACTS

Borrowers and Subsidiaries are party to the following collective bargaining agreements, management agreements and consulting agreements:

NONE

SCHEDULE 10.2.1

to

Loan and Security Agreement

EXISTING DEBT/BORROWERD MONEY

None, that is not otherwise a Permitted Debt

SCHEDULE 10.2.2

to

Loan and Security Agreement

EXISTING LIENS

Lien on various printers and multifunction copies in favor of Ikon Office Solutions

SCHEDULE 10.2.17

to

Loan and Security Agreement

EXISTING AFFILIATE TRANSACTIONS

Accounts Receivable Due from Affiliates

Amount                Due from

Titan Tire Corporation

$4,105,000                Titan Europe Plc subsidiaries

Titan Wheel Corporation of Illinois    

222,000                Titan Europe Plc subsidiaries

Titan Wheel Corporation of Virginia

1,014,000                Titan Europe Plc subsidiaries

$5,341,000                Total accounts receivable due from affiliates

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Maurice M. Taylor Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q 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;

4. 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:

a. 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;

b. 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;

c. 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

d. 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):

a. 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

b. 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:	July 24, 2013	By:	/s/ MAURICE M. TAYLOR JR.
			Maurice M. Taylor Jr.
			Chief Executive Officer and Chairman
			(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Paul G. Reitz, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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;

4. 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:

a. 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;

b. 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;

c. 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

d. 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):

a. 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

b. 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:	July 24, 2013	By:	/s/ PAUL G. REITZ
			Paul G. Reitz
			Chief Financial Officer
			(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION

In connection with the Quarterly Report of Titan International, Inc. on Form 10-Q for the period ended June 30, 2013, 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:	July 24, 2013	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)

XML

DERIVATIVE FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

Prior to the April 2013 payoff of its Term Loan with Bank of America, N.A. (BoA Term Loan), the Company used financial derivatives to mitigate its exposure to volatility in the interest rate and foreign currency exchange rate in Brazil. The Company used these derivative instruments to hedge exposure in the ordinary course of business and did not invest in derivative instruments for speculative purposes. In order to reduce interest rate and foreign currency risk on the BoA Term Loan, the Company entered into an interest rate swap agreement and cross currency swap transactions with Bank of America Merrill Lynch Banco Multiplo S.A. that was designed to convert the outstanding $5.0 million US Dollar based LIBOR loan to a Brazilian Real based CDI loan. The Company did not designate these agreements as a hedging instrument. Changes in the fair value of the cross currency swap were recorded in other income (expense) and changes in the fair value of the interest rate swap agreement were recorded as interest expense (or gain as an offset to interest expense). For the three months ended June 30, 2013, the Company recorded $(0.5) million of other expense and $0.0 million of interest expense related to these derivatives. For the six months ended June 30, 2013, the Company recorded $(0.6) million of other expense and $0.1 million of interest expense related to these derivatives.

The Company also used derivative financial instruments to manage its exposure to market risks from changes in interest rates in Europe. These derivative financial instruments are recognized at fair value. The Company has not designated these financial instruments as hedging instruments. Any gain or loss on the re-measurement of the fair value is taken to interest expense. For the three months ended June 30, 2013, the Company recorded interest expense of $0.0 million related to these derivatives. For the six months ended June 30, 2013, the Company recorded an offset to interest expense of $1.1 million related to these derivatives.

XML

INVENTORIES (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]
Raw material	$ 134,840	$ 153,308
Work-in-process	56,789	69,030
Finished goods	184,750	154,785
Inventory, Gross	376,379	377,123
Adjustment to LIFO basis	(7,416)	(10,738)
Inventory, Net	$ 368,963	$ 366,385
Percentage of LIFO Inventory	14.00%	16.00%

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Statement of Other Comprehensive Income [Abstract]
Unrealized gain (loss) on investments, tax	$ 0	$ 3,276	$ 0	$ 199
Pension liability adjustments, tax	$ 586	$ 491	$ 1,113	$ 982

XML

ACQUISITIONS

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

Acquisition of Titan Europe Plc.

On October 31, 2012, Titan acquired over 97% of the outstanding stock of Titan Europe Plc (Titan Europe) and in December 2012, the remaining 3% interest was acquired. Titan Europe is an international engineering group which designs and manufactures wheels, undercarriage components and assemblies for tracked and wheeled "off-road vehicles". The Titan Europe acquisition allowed the Company to expand its global presence and expand its product line. Prior to the acquisition, Titan held a 21.8% ownership percentage in Titan Europe. Titan Europe shareholders received one share of new Titan common stock for every 11 Titan Europe shares held. A total of 6,257,051 new shares of Titan were issued with a value of $121.8 million. In addition, Titan paid cash of $5.6 million for option payouts and partial shares. Titan's previous investment in Titan Europe had a fair value on the acquisition date of $31.7 million based on Titan Europe's stock price on the AIM market in London. Total consideration including the value of stock issued, cash payments, and the fair value of previously held Titan Europe shares totaled $159.1 million. A gain of $26.7 million was recorded on Titan's previously held interest in Titan Europe which was recorded as Noncash Titan Europe Plc gain in the consolidated statement of operations. This gain was previously recorded in other comprehensive income.

The purchase price was allocated to the assets acquired and liabilities assumed based on their fair values. Inventory was valued using the comparative sales method. Real and personal property was valued at fair value. The Company continues to evaluate the preliminary purchase price allocation, primarily the value of certain deferred taxes and property, plant & equipment, and may revise the purchase price allocation in future periods as these estimates are finalized.

The purchase price allocation of the Titan Europe acquisition consisted of the following (amounts in thousands):

Cash	$	39,122
Accounts receivable	128,585
Inventories	178,407
Deferred income taxes - current asset	22,068
Prepaid & other current assets	21,745
Earthquake insurance receivable	17,024
Property, plant & equipment	217,309
Investment in Wheels India Limited	36,804
Other assets	8,414
Short term debt	(96,822		)
Accounts payable	(142,752		)
Other current liabilities	(56,391		)
Long term debt	(158,183		)
Deferred income taxes - noncurrent liability	(12,636		)
Other noncurrent liabilities	(31,874		)
Net assets acquired	$	170,820

The purchase price allocation has changed from that reported in the Form 10-K for the year ended December 31, 2012, and the 10-Q for the quarter ended March 31, 2013. Titan Europe's wheel manufacturing facility in Finale Emilia, Italy experienced damage from an earthquake in May 2012, prior to Titan's acquisition of Titan Europe.  The plant was closed for production during initial remedial work. This resulted in a limited transfer of production to other facilities within Titan Europe as well as sourcing product from facilities in the US owned by Titan and competitors.  In the second quarter of 2013, Titan received a final insurance settlement payment of $38.7 million. As a result of this information, Titan has recorded an earthquake insurance receivable of $17.0 million, decreased the current deferred income taxes by $5.3 million, and recorded bargain purchase gain of $11.7 million for the year ended December 31, 2012.

Pro forma financial information

The following unaudited pro forma financial information gives effect to the acquisition of Titan Europe Plc as if the acquisition had taken place on January 1, 2012. The pro forma financial information for Titan Europe Plc was derived from the historical accounting records of Titan Europe. The Titan Europe results were adjusted to reflect additional depreciation.

Pro forma financial information is as follows (in thousands, except per share data):

	Six Months ended June 30, 2012
Net sales	$	1,313,277
Net income	87,344
Net income attributable to Titan	87,100
Basic earnings per share	$	1.80
Diluted earnings per share	1.50

The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2012, nor is it necessarily indicative of Titan's future consolidated results of operations or financial position.

XML

INCOME TAXES

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company recorded income tax expense of $21.0 million and $33.2 million for the three and six months ended June 30, 2013, respectively, as compared to $31.0 million and $51.1 million for the three and six months ended June 30, 2012. The Company's effective income tax rate was 44% and 39% for the six months ended June 30, 2013 and 2012, respectively.

The Company's 2013 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 the Italian law changing the insurance proceeds from the earthquake to non-taxable. In addition, as a result of the reassessment of the realizability of the deferred tax assets, the valuation allowance was established on the Italy net deferred tax assets. This valuation allowance was needed due to the decrease in expectations related to taxable income related to the insurance proceeds becoming non-taxable as a result of the tax law change. Other items contributing to the rate difference are state tax expense, expense for unrecognized tax benefits, foreign earnings, domestic production activities deduction, and tax deductible expenses related to the convertible bond repurchase.

Accounting standards for income taxes provide that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination. The Company's unrecognized tax benefits were $17.9 million and $14.3 million as of June 30, 2013 and December 31, 2012, respectively. As of June 30, 2013, $14.2 million would affect income tax expense if recognized. The majority of the increase in unrecognized tax benefits relates to potential state tax exposures. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. The amount of accrued interest and penalties included in the unrecognized tax benefits at June 30, 2013 and December 31, 2012 was $3.0 million and $2.4 million, respectively.

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SEGMENT INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Segment Reporting Information [Line Items]
Net sales	$ 593,291	$ 459,233	$ 1,171,678	$ 922,321
Gross profit (loss)	86,655	82,086	183,406	175,449
Income (loss) from operations	36,906	80,969	84,789	139,640
Interest expense	(13,069)	(6,217)	(23,510)	(12,512)
Convertible debt conversion charge	0	0	(7,273)	0
Gain on earthquake insurance recovery	22,451	0	22,451	0
Other income, net	(2,429)	613	(1,010)	3,724
Income (loss) before income taxes	43,859	75,365	75,447	130,852
Agricultural [Member]
Segment Reporting Information [Line Items]
Net sales	323,943	288,993	634,496	584,798
Gross profit (loss)	56,150	59,501	110,220	125,593
Income (loss) from operations	45,686	54,562	87,301	115,225
Earthmoving/construction [Member]
Segment Reporting Information [Line Items]
Net sales	208,226	110,541	417,842	215,109
Gross profit (loss)	26,820	19,562	64,315	41,909
Income (loss) from operations	8,519	17,516	29,198	37,917
Consumer [Member]
Segment Reporting Information [Line Items]
Net sales	61,122	59,699	119,340	122,414
Gross profit (loss)	4,331	3,773	10,478	9,472
Income (loss) from operations	1,027	27,416	4,169	30,518
Unallocated Amount to Segment [Member]
Segment Reporting Information [Line Items]
Gross profit (loss)	(646)	(750)	(1,607)	(1,525)
Income (loss) from operations	$ (18,326)	$ (18,525)	$ (35,879)	$ (44,020)

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WARRANTY (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended		3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 Minimum [Member]	Jun. 30, 2013 Maximum [Member]
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Warranty liability at January 1	$ 27,482	$ 17,659
Provision for warranty liabilities	24,078	15,568
Warranty payments made	(17,079)	(12,040)
Warranty liability at June 30	$ 34,481	$ 21,187
Length of Limited Warranty, Term			0 years	10 years

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LEASE COMMITMENTS

6 Months Ended

Jun. 30, 2013

Leases, Operating [Abstract]

LEASE COMMITMENTS

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. 

At June 30, 2013, future minimum rental commitments under noncancellable operating leases with initial terms of at least one year were as follows (amounts in thousands):

July 1 - December 31, 2013	$	7,401
2014	7,320
2015	4,627
2016	3,590
2017	5,776
Total future minimum lease payments	$	28,714

At June 30, 2013, the Company had assets held as capital leases with a net book value of $9.4 million included in property, plant and equipment. Total future capital lease obligations relating to these leases are as follows (amounts in thousands):

July 1 - December 31, 2013	$	854
2014	899
2015	522
2016	304
2017	135
Thereafter	112
Total future capital lease obligation payments	2,826
Less amount representing interest	(171		)
Present value of future capital lease obligation payments	$	2,655

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

6 Months Ended

Jun. 30, 2013

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

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 April 1, 2013	$	(21,084	)	$	—	$	(34,728	)	$	(55,812	)
Other comprehensive income (loss) before
reclassifications	(22,365		)	—		—			(22,365		)
Reclassification adjustments:
Amortization of unrecognized losses and prior
service cost, net of tax of $(586)	—			—		1,070			1,070
Balance at June 30, 2013	$	(43,449	)	$	—	$	(33,658	)	$	(77,107	)

	Currency Translation Adjustments			Unrealized Gain (Loss) on Investments			Unrecognized Losses and Prior Service Cost			Total
Balance at January 1, 2013	$	(20,793	)	$	3		$	(35,679	)	$	(56,469	)
Other comprehensive income (loss) before
reclassifications	(22,656		)	(3		)	—			(22,659		)
Reclassification adjustments:
Amortization of unrecognized losses and prior
service cost, net of tax of $(1,113)	—			—			2,021			2,021
Balance at June 30, 2013	$	(43,449	)	$	—		$	(33,658	)	$	(77,107	)

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REVOLVING CREDIT FACILITY AND LONG-TERM DEBT (Details)	3 Months Ended		6 Months Ended										3 Months Ended
	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2013 Senior Secured Notes 7.875 Percent Total [Member] USD ($)	Jun. 30, 2013 Titan Europe [Member] USD ($)	Dec. 31, 2012 Titan Europe [Member] USD ($)	Jun. 30, 2013 Senior Secured Notes 7.875 Percent Issued 2010 [Member] USD ($)	Dec. 31, 2012 Senior Secured Notes 7.875 Percent Issued 2010 [Member] USD ($)	Jun. 30, 2013 Senior Secured Notes 7.875 Percent Issued 2013 [Member] USD ($)	Dec. 31, 2012 Senior Secured Notes 7.875 Percent Issued 2013 [Member] USD ($)	Jun. 30, 2013 5.625% convertible senior subordinated notes [Member] USD ($)	Dec. 31, 2012 5.625% convertible senior subordinated notes [Member] USD ($)	Jun. 30, 2013 Other Debt Obligations [Member] USD ($)	Dec. 31, 2012 Other Debt Obligations [Member] USD ($)	Jun. 30, 2013 Brazil Term Loan [Member]	Jun. 30, 2013 Titan Brazil [Member] USD ($)	Jun. 30, 2013 Minimum [Member]	Jun. 30, 2013 Maximum [Member]	Jun. 30, 2013 Bank of America [Member] Line of Credit [Member] USD ($)	Jun. 30, 2013 Titan Brazil [Member] Brazil Line of Credit [Member] USD ($)	Jun. 30, 2013 Titan Brazil [Member] Brazil Line of Credit [Member] BRL	Jun. 30, 2013 Titan National Australia Holdings [Member] Australia Other Debt [Member] USD ($)	Jun. 30, 2013 Titan Europe [Member] USD ($)
Debt Instrument [Line Items]
Line of Credit Facility, Increase, Additional Borrowings			$ 0
Line of Credit Facility, Amount Outstanding	0		0
Debt Instruments [Abstract]
7.875% senior secured notes due 2017	544,100,000		544,100,000			525,000,000			200,000,000	200,000,000	325,000,000	0
Debt Instrument, Unamortized Premium											19,111,000	0
Other Borrowings							82,114,000	202,097,000
5.625% convertible senior subordinated notes due 2017	60,200,000		60,200,000										60,161,000	112,881,000
Other debt															54,744,000	69,151,000
Capital leases							2,826,000	3,110,000
Total Long-term debt	743,956,000		743,956,000		587,239,000
Less amounts due within one year	105,110,000		105,110,000		145,801,000													9,300,000						1,200,000	44,200,000
Long-term debt	638,846,000		638,846,000		441,438,000
Maturities of Long-term Debt [Abstract]
2013	102,426,000		102,426,000
2014	20,762,000		20,762,000
2015	9,857,000		9,857,000
2016	18,814,000		18,814,000
2017	589,589,000		589,589,000
Thereafter	2,508,000		2,508,000
Debt Instrument, Interest Rate, Stated Percentage													5.625%						2.00%	6.90%
Debt Instrument, Interest Rate, Effective Percentage	6.277%		6.277%
Debt Conversion, Initial Base Conversion Rate, Shares													0
Debt Conversion, Initial Base Conversion, Amount													1,000
Debt Instrument, Convertible, Conversion Price													$ 10.75
Debt Conversion, Additional Base Conversion Rate, Shares													9.3002
Debt Conversion, Original Debt, Amount													52,700,000
Debt Conversion, Converted Instrument, Shares Issued	4,900,000
Debt Extinguishment Costs, Early Tender Premium													14,200,000
Induced Conversion of Convertible Debt Expense	0	0	7,273,000	0									7,300,000
Line of Credit Facility, Maximum Borrowing Capacity																					$ 150,000,000	$ 7,200,000	16,000,000
Debt Instrument, Basis Spread on Variable Rate	24700.00%		24700.00%														2.00%					2.47%	2.47%

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WARRANTY (Tables)

6 Months Ended

Jun. 30, 2013

WARRANTY COSTS [Abstract]

Schedule of Product Warranty Liability [Table Text Block]

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

	2013			2012
Warranty liability, January 1	$	27,482		$	17,659
Provision for warranty liabilities	24,078			15,568
Warranty payments made	(17,079		)	(12,040		)
Warranty liability, June 30	$	34,481		$	21,187

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment information

SEGMENT INFORMATION

The table below presents information about certain revenues and income from operations used by the chief executive officer of the Company for the three and six months ended June 30, 2013 and 2012 (amounts in thousands):

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Revenues from external customers
Agricultural	$	323,943		$	288,993		$	634,496		$	584,798
Earthmoving/construction	208,226			110,541			417,842			215,109
Consumer	61,122			59,699			119,340			122,414
	$	593,291		$	459,233		$	1,171,678		$	922,321
Gross profit
Agricultural	$	56,150		$	59,501		$	110,220		$	125,593
Earthmoving/construction	26,820			19,562			64,315			41,909
Consumer	4,331			3,773			10,478			9,472
Unallocated corporate	(646		)	(750		)	(1,607		)	(1,525		)
	$	86,655		$	82,086		$	183,406		$	175,449
Income from operations
Agricultural	$	45,686		$	54,562		$	87,301		$	115,225
Earthmoving/construction	8,519			17,516			29,198			37,917
Consumer	1,027			27,416			4,169			30,518
Unallocated corporate	(18,326		)	(18,525		)	(35,879		)	(44,020		)
Income from operations	36,906			80,969			84,789			139,640
Interest expense	(13,069		)	(6,217		)	(23,510		)	(12,512		)
Convertible debt conversion charge	—			—			(7,273		)	—
Gain on earthquake insurance recovery	22,451			—			22,451			—
Other income (expense), net	(2,429		)	613			(1,010		)	3,724
Income before income taxes	$	43,859		$	75,365		$	75,447		$	130,852

Assets by segment were as follows (amounts in thousands):

	June 30, 2013		December 31, 2012
Total assets
Agricultural	$	716,139	$	630,222
Earthmoving/construction	798,040		851,995
Consumer	144,476		142,341
Unallocated corporate	285,892		85,677
	$	1,944,547	$	1,710,235

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LITIGATION

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

LITIGATION

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.

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting Information [Line Items]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The table below presents information about certain revenues and income from operations used by the chief executive officer of the Company for the three and six months ended June 30, 2013 and 2012 (amounts in thousands):

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Revenues from external customers
Agricultural	$	323,943		$	288,993		$	634,496		$	584,798
Earthmoving/construction	208,226			110,541			417,842			215,109
Consumer	61,122			59,699			119,340			122,414
	$	593,291		$	459,233		$	1,171,678		$	922,321
Gross profit
Agricultural	$	56,150		$	59,501		$	110,220		$	125,593
Earthmoving/construction	26,820			19,562			64,315			41,909
Consumer	4,331			3,773			10,478			9,472
Unallocated corporate	(646		)	(750		)	(1,607		)	(1,525		)
	$	86,655		$	82,086		$	183,406		$	175,449
Income from operations
Agricultural	$	45,686		$	54,562		$	87,301		$	115,225
Earthmoving/construction	8,519			17,516			29,198			37,917
Consumer	1,027			27,416			4,169			30,518
Unallocated corporate	(18,326		)	(18,525		)	(35,879		)	(44,020		)
Income from operations	36,906			80,969			84,789			139,640
Interest expense	(13,069		)	(6,217		)	(23,510		)	(12,512		)
Convertible debt conversion charge	—			—			(7,273		)	—
Gain on earthquake insurance recovery	22,451			—			22,451			—
Other income (expense), net	(2,429		)	613			(1,010		)	3,724
Income before income taxes	$	43,859		$	75,365		$	75,447		$	130,852

Assets by segment were as follows (amounts in thousands):

	June 30, 2013		December 31, 2012
Total assets
Agricultural	$	716,139	$	630,222
Earthmoving/construction	798,040		851,995
Consumer	144,476		142,341
Unallocated corporate	285,892		85,677
	$	1,944,547	$	1,710,235

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ACCOUNTS RECEIVABLE (Tables)

6 Months Ended

Jun. 30, 2013

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Accounts receivable consisted of the following (amounts in thousands):

	June 30, 2013			December 31, 2012
Accounts receivable	$	343,599		$	302,928
Allowance for doubtful accounts	(7,745		)	(5,130		)
Accounts receivable, net	$	335,854		$	297,798

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LEASE COMMITMENTS (Tables)

6 Months Ended

Jun. 30, 2013

LEASE COMMITMENTS [Abstract]

Operating Leases of Lessee Disclosure [Table Text Block]

At June 30, 2013, future minimum rental commitments under noncancellable operating leases with initial terms of at least one year were as follows (amounts in thousands):

July 1 - December 31, 2013	$	7,401
2014	7,320
2015	4,627
2016	3,590
2017	5,776
Total future minimum lease payments	$	28,714

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

At June 30, 2013, the Company had assets held as capital leases with a net book value of $9.4 million included in property, plant and equipment. Total future capital lease obligations relating to these leases are as follows (amounts in thousands):

July 1 - December 31, 2013	$	854
2014	899
2015	522
2016	304
2017	135
Thereafter	112
Total future capital lease obligation payments	2,826
Less amount representing interest	(171		)
Present value of future capital lease obligation payments	$	2,655

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SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Tables)

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2013

Condensed Financial Statements, Captions [Line Items]

Condensed Financial Information, Condensed Statement of Operations [Table Text Block]

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Three Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	323,482	$	269,809		$	—		$	593,291
Cost of sales	277			261,789		244,570			—			506,636
Gross profit (loss)	(277		)	61,693		25,239			—			86,655
Selling, general and administrative expenses	2,130			20,300		21,223			—			43,653
Research and development expenses	(28		)	1,400		1,429			—			2,801
Royalty expense	—			1,850		1,445			—			3,295
Income (loss) from operations	(2,379		)	38,143		1,142			—			36,906
Interest expense	(10,833		)	—		(2,236		)	—			(13,069		)
Gain on earthquake insurance recovery	—			—		22,451			—			22,451
Intercompany interest income (expense)	2,192			—		(2,192		)	—			—
Other income (expense)	904			2		(3,335		)	—			(2,429		)
Income (loss) before income taxes	(10,116		)	38,145		15,830			—			43,859
Provision for income taxes	6,491			13,637		875			—			21,003
Equity in earnings of subsidiaries	39,463			—		14,892			(54,355		)	—
Net income (loss)	22,856			24,508		29,847			(54,355		)	22,856
Net loss noncontrolling interests	—			—		(361		)	—			(361		)
Net income (loss) attributable to Titan	$	22,856		$	24,508	$	30,208		$	(54,355	)	$	23,217

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Three Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	373,035	$	86,198		$	—		$	459,233
Cost of sales	257			297,636		79,254			—			377,147
Gross profit (loss)	(257		)	75,399		6,944			—			82,086
Selling, general and administrative expenses	3,396			15,062		4,952			—			23,410
Research and development expenses	48			1,081		60			—			1,189
Royalty expense	—			1,779		873			—			2,652
Supply agreement termination income	—			—		(26,134		)	—			(26,134		)
Income (loss) from operations	(3,701		)	57,477		27,193			—			80,969
Interest expense	(6,045		)	—		(172		)	—			(6,217		)
Other income	283			313		17			—			613
Income (loss) before income taxes	(9,463		)	57,790		27,038			—			75,365
Provision for income taxes	1,884			18,872		10,284			—			31,040
Equity in earnings of subsidiaries	55,672			—		18,822			(74,494		)	—
Net income (loss)	44,325			38,918		35,576			(74,494		)	44,325
Net income noncontrolling interests	—			—		269			—			269
Net income (loss) attributable to Titan	$	44,325		$	38,918	$	35,307		$	(74,494	)	$	44,056

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Six Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	647,376	$	524,302		$	—		$	1,171,678
Cost of sales	667			518,015		469,590			—			988,272
Gross profit (loss)	(667		)	129,361		54,712			—			183,406
Selling, general and administrative expenses	4,447			38,124		43,525			—			86,096
Research and development expenses	(18		)	2,713		2,808			—			5,503
Royalty expense	—			3,628		3,390			—			7,018
Income (loss) from operations	(5,096		)	84,896		4,989			—			84,789
Interest expense	(18,564		)	—		(4,946		)	—			(23,510		)
Convertible debt conversion charge	(7,273		)	—		—			—			(7,273		)
Gain on earthquake insurance recovery	—			—		22,451			—			22,451
Intercompany interest income (expense)	2,689			—		(2,689		)	—			—
Other income (expense)	1,548			26		(2,584		)	—			(1,010		)
Income (loss) before income taxes	(26,696		)	84,922		17,221			—			75,447
Provision (benefit) for income taxes	(1,844		)	30,590		4,456			—			33,202
Equity in earnings of subsidiaries	67,097			—		33,524			(100,621		)	—
Net income (loss)	42,245			54,332		46,289			(100,621		)	42,245
Net loss noncontrolling interests	—			—		(447		)	—			(447		)
Net income (loss) attributable to Titan	$	42,245		$	54,332	$	46,736		$	(100,621	)	$	42,692

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Six Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	744,164	$	178,157		$	—		$	922,321
Cost of sales	559			582,660		163,653			—			746,872
Gross profit (loss)	(559		)	161,504		14,504			—			175,449
Selling, general and administrative expenses	13,983			30,737		9,525			—			54,245
Research and development expenses	172			2,379		146			—			2,697
Royalty expense	—			3,472		1,529			—			5,001
Supply agreement termination income	—			—		(26,134		)	—			(26,134		)
Income (loss) from operations	(14,714		)	124,916		29,438			—			139,640
Interest expense	(12,107		)	—		(405		)	—			(12,512		)
Other income	2,457			810		457			—			3,724
Income (loss) before income taxes	(24,364		)	125,726		29,490			—			130,852
Provision (benefit) for income taxes	(5,068		)	43,913		12,288			—			51,133
Equity in earnings of subsidiaries	99,015			—		18,822			(117,837		)	—
Net income (loss)	79,719			81,813		36,024			(117,837		)	79,719
Net income noncontrolling interests	—			—		244			—			244
Net income (loss) attributable to Titan	$	79,719		$	81,813	$	35,780		$	(117,837	)	$	79,475

Condensed Financial Information, Condensed Statement of Comprehensive Income [Table Text Block]

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Three Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	22,856		$	24,508	$	29,847		$	(54,355	)	$	22,856
Currency translation adjustment, net	(25,171		)	—		(25,171		)	25,171			(25,171		)
Pension liability adjustments, net of tax	1,070			781		289			(1,070		)	1,070
Comprehensive income (loss)	(1,245		)	25,289		4,965			(30,254		)	(1,245		)
Net comprehensive loss attributable to noncontrolling interests	—			—		(3,167		)	—			(3,167		)
Comprehensive income (loss) attributable to Titan	$	(1,245	)	$	25,289	$	8,132		$	(30,254	)	$	1,922

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Three Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	44,325		$	38,918	$	35,576		$	(74,494	)	$	44,325
Unrealized gain (loss) on investments, net of tax	(5,580		)	—		(5,580		)	5,580			(5,580		)
Currency translation adjustment, net	(8,136		)	—		(8,136		)	8,136			(8,136		)
Pension liability adjustments, net of tax	836			790		46			(836		)	836
Comprehensive income (loss)	31,445			39,708		21,906			(61,614		)	31,445
Net comprehensive income attributable to noncontrolling interests	—			—		269			—			269
Comprehensive income (loss) attributable to Titan	$	31,445		$	39,708	$	21,637		$	(61,614	)	$	31,176

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Six Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	42,245		$	54,332	$	46,289		$	(100,621	)	$	42,245
Unrealized gain (loss) on investments, net of tax	(3		)	—		(3		)	3			(3		)
Currency translation adjustment, net	(25,367		)	—		(25,367		)	25,367			(25,367		)
Pension liability adjustments, net of tax	2,021			1,562		459			(2,021		)	2,021
Comprehensive income (loss)	18,896			55,894		21,378			(77,272		)	18,896
Net comprehensive loss attributable to noncontrolling interests	—			—		(3,158		)	—			(3,158		)
Comprehensive income (loss) attributable to Titan	$	18,896		$	55,894	$	24,536		$	(77,272	)	$	22,054

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Six Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	79,719		$	81,813	$	36,024		$	(117,837	)	$	79,719
Unrealized gain (loss) on investments, net of tax	337			—		337			(337		)	337
Currency translation adjustment, net	(4,569		)	—		(4,569		)	4,569			(4,569		)
Pension liability adjustments, net of tax	1,672			1,580		92			(1,672		)	1,672
Comprehensive income (loss)	77,159			83,393		31,884			(115,277		)	77,159
Net comprehensive income attributable to noncontrolling interests	—			—		244			—			244
Comprehensive income (loss) attributable to Titan	$	77,159		$	83,393	$	31,640		$	(115,277	)	$	76,915

Condensed Financial Information, Condensed Balance Sheet [Table Text Block]

(Amounts in thousands)	Consolidating Condensed Balance Sheets June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	326,016		$	4		$	98,367	$	—		$	424,387
Accounts receivable	—			156,728			179,126		—			335,854
Inventories	—			137,006			231,957		—			368,963
Prepaid and other current assets	59,138			6,643			51,984		—			117,765
Total current assets	385,154			300,381			561,434		—			1,246,969
Property, plant and equipment, net	14,119			207,152			332,883		—			554,154
Investment in subsidiaries	607,585			—			128,373		(735,958		)	—
Other assets	36,962			422			106,040		—			143,424
Total assets	$	1,043,820		$	507,955		$	1,128,730	$	(735,958	)	$	1,944,547
Liabilities and Stockholders’ Equity
Short-term debt	$	4,058		$	—		$	101,052	$	—		$	105,110
Accounts payable	843			22,859			188,176		—			211,878
Other current liabilities	19,376			57,481			57,315		—			134,172
Total current liabilities	24,277			80,340			346,543		—			451,160
Long-term debt	600,214			—			38,632		—			638,846
Other long-term liabilities	42,526			32,813			78,484		—			153,823
Intercompany accounts	(301,161		)	(80,728		)	381,889		—			—
Titan stockholders' equity	677,964			475,530			260,428		(735,958		)	677,964
Noncontrolling interests	—			—			22,754		—			22,754
Total liabilities and stockholders’ equity	$	1,043,820		$	507,955		$	1,128,730	$	(735,958	)	$	1,944,547

(Amounts in thousands)	Consolidating Condensed Balance Sheets December 31, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	103,154		$	4		$	85,956	$	—		$	189,114
Accounts receivable	(72		)	128,917			168,953		—			297,798
Inventories	—			142,070			224,315		—			366,385
Prepaid and other current assets	49,438			17,021			76,367		—			142,826
Total current assets	152,520			288,012			555,591		—			996,123
Property, plant and equipment, net	11,497			208,734			348,113		—			568,344
Investment in subsidiaries	565,811			—			86,189		(652,000		)	—
Other assets	35,564			499			109,705		—			145,768
Total assets	$	765,392		$	497,245		$	1,099,598	$	(652,000	)	$	1,710,235
Liabilities and Stockholders’ Equity
Short-term debt	$	—		$	—		$	145,801	$	—		$	145,801
Accounts payable	1,000			21,222			157,843		—			180,065
Other current liabilities	13,911			55,290			72,013		—			141,214
Total current liabilities	14,911			76,512			375,657		—			467,080
Long-term debt	312,881			—			128,557		—			441,438
Other long-term liabilities	44,512			35,482			89,361		—			169,355
Intercompany accounts	(213,529		)	(34,272		)	247,801		—			—
Titan stockholders' equity	606,617			419,523			232,477		(652,000		)	606,617
Noncontrolling interests	—			—			25,745		—			25,745
Total liabilities and stockholders’ equity	$	765,392		$	497,245		$	1,099,598	$	(652,000	)	$	1,710,235

Condensed Financial Information, Condensed Statement of Cash Flows [Table Text Block]

(Amounts in thousands)	Consolidating Condensed Statements of Cash Flows For the Six Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Net cash provided by (used for) operating activities	$	(100,008	)	$	15,562		$	171,056		$	86,610
Cash flows from investing activities:
Capital expenditures	(3,189		)	(15,564		)	(17,315		)	(36,068		)
Acquisitions, net of cash acquired	—			—			(1,671		)	(1,671		)
Additional equity investment in Wheels India	—			—			(8,017		)	(8,017		)
Insurance proceeds	—			—			2,879			2,879
Other, net	—			2			177			179
Net cash used for investing activities	(3,189		)	(15,562		)	(23,947		)	(42,698		)
Cash flows from financing activities:
Proceeds from borrowings	345,313			—			—			345,313
Payment on debt	—			—			(155,082		)	(155,082		)
Term loan borrowing	—			—			25,157			25,157
Convertible note conversion	(14,090		)	—			—			(14,090		)
Proceeds from exercise of stock options	841			—			—			841
Excess tax benefit from stock options exercised	(42		)	—			—			(42		)
Payment of financing fees	(5,452		)	—			—			(5,452		)
Dividends paid	(511		)	—			—			(511		)
Net cash provided by (used for) financing activities	326,059			—			(129,925		)	196,134
Effect of exchange rate change on cash	—			—			(4,773		)	(4,773		)
Net increase in cash and cash equivalents	222,862			—			12,411			235,273
Cash and cash equivalents, beginning of period	103,154			4			85,956			189,114
Cash and cash equivalents, end of period	$	326,016		$	4		$	98,367		$	424,387

(Amounts in thousands)	Consolidating Condensed Statements of Cash Flows For the Six Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Net cash provided by operating activities	$	15,859		$	12,406		$	20,418		$	48,683
Cash flows from investing activities:
Capital expenditures	(1,338		)	(12,595		)	(5,073		)	(19,006		)
Other, net	—			189			264			453
Net cash used for investing activities	(1,338		)	(12,406		)	(4,809		)	(18,553		)
Cash flows from financing activities:
Payment on debt	—			—			(14,226		)	(14,226		)
Term loan borrowing	—			—			4,378			4,378
Proceeds from exercise of stock options	887			—			—			887
Excess tax benefit from stock options exercised	190			—			—			190
Dividends paid	(423		)	—			—			(423		)
Net cash provided by (used for) financing activities	654			—			(9,848		)	(9,194		)
Effect of exchange rate change on cash	—			—			(656		)	(656		)
Net increase in cash and cash equivalents	15,175			—			5,105			20,280
Cash and cash equivalents, beginning of period	125,266			4			3,900			129,170
Cash and cash equivalents, end of period	$	140,441		$	4		$	9,005		$	149,450

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SUBSIDIARY GUARANTOR FINANCIAL INFORMATION

3 Months Ended

Jun. 30, 2013

Condensed Financial Statements, Captions [Line Items]

Condensed Financial Information of Parent Company Only Disclosure [Text Block]

SUBSIDIARY GUARANTOR FINANCIAL INFORMATION

The Company's 7.875% senior secured notes and 5.625% convertible senior subordinated notes are guaranteed by the following 100% owned subsidiaries of the Company: Titan Tire Corporation, Titan Tire Corporation of Bryan, Titan Tire Corporation of Freeport, and Titan Wheel Corporation of Illinois. The note guarantees are full and unconditional, joint and several obligations of the guarantors. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. 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.

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Three Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	323,482	$	269,809		$	—		$	593,291
Cost of sales	277			261,789		244,570			—			506,636
Gross profit (loss)	(277		)	61,693		25,239			—			86,655
Selling, general and administrative expenses	2,130			20,300		21,223			—			43,653
Research and development expenses	(28		)	1,400		1,429			—			2,801
Royalty expense	—			1,850		1,445			—			3,295
Income (loss) from operations	(2,379		)	38,143		1,142			—			36,906
Interest expense	(10,833		)	—		(2,236		)	—			(13,069		)
Gain on earthquake insurance recovery	—			—		22,451			—			22,451
Intercompany interest income (expense)	2,192			—		(2,192		)	—			—
Other income (expense)	904			2		(3,335		)	—			(2,429		)
Income (loss) before income taxes	(10,116		)	38,145		15,830			—			43,859
Provision for income taxes	6,491			13,637		875			—			21,003
Equity in earnings of subsidiaries	39,463			—		14,892			(54,355		)	—
Net income (loss)	22,856			24,508		29,847			(54,355		)	22,856
Net loss noncontrolling interests	—			—		(361		)	—			(361		)
Net income (loss) attributable to Titan	$	22,856		$	24,508	$	30,208		$	(54,355	)	$	23,217

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Three Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	373,035	$	86,198		$	—		$	459,233
Cost of sales	257			297,636		79,254			—			377,147
Gross profit (loss)	(257		)	75,399		6,944			—			82,086
Selling, general and administrative expenses	3,396			15,062		4,952			—			23,410
Research and development expenses	48			1,081		60			—			1,189
Royalty expense	—			1,779		873			—			2,652
Supply agreement termination income	—			—		(26,134		)	—			(26,134		)
Income (loss) from operations	(3,701		)	57,477		27,193			—			80,969
Interest expense	(6,045		)	—		(172		)	—			(6,217		)
Other income	283			313		17			—			613
Income (loss) before income taxes	(9,463		)	57,790		27,038			—			75,365
Provision for income taxes	1,884			18,872		10,284			—			31,040
Equity in earnings of subsidiaries	55,672			—		18,822			(74,494		)	—
Net income (loss)	44,325			38,918		35,576			(74,494		)	44,325
Net income noncontrolling interests	—			—		269			—			269
Net income (loss) attributable to Titan	$	44,325		$	38,918	$	35,307		$	(74,494	)	$	44,056

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Six Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	647,376	$	524,302		$	—		$	1,171,678
Cost of sales	667			518,015		469,590			—			988,272
Gross profit (loss)	(667		)	129,361		54,712			—			183,406
Selling, general and administrative expenses	4,447			38,124		43,525			—			86,096
Research and development expenses	(18		)	2,713		2,808			—			5,503
Royalty expense	—			3,628		3,390			—			7,018
Income (loss) from operations	(5,096		)	84,896		4,989			—			84,789
Interest expense	(18,564		)	—		(4,946		)	—			(23,510		)
Convertible debt conversion charge	(7,273		)	—		—			—			(7,273		)
Gain on earthquake insurance recovery	—			—		22,451			—			22,451
Intercompany interest income (expense)	2,689			—		(2,689		)	—			—
Other income (expense)	1,548			26		(2,584		)	—			(1,010		)
Income (loss) before income taxes	(26,696		)	84,922		17,221			—			75,447
Provision (benefit) for income taxes	(1,844		)	30,590		4,456			—			33,202
Equity in earnings of subsidiaries	67,097			—		33,524			(100,621		)	—
Net income (loss)	42,245			54,332		46,289			(100,621		)	42,245
Net loss noncontrolling interests	—			—		(447		)	—			(447		)
Net income (loss) attributable to Titan	$	42,245		$	54,332	$	46,736		$	(100,621	)	$	42,692

(Amounts in thousands)	Consolidating Condensed Statements of Operations For the Six Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	744,164	$	178,157		$	—		$	922,321
Cost of sales	559			582,660		163,653			—			746,872
Gross profit (loss)	(559		)	161,504		14,504			—			175,449
Selling, general and administrative expenses	13,983			30,737		9,525			—			54,245
Research and development expenses	172			2,379		146			—			2,697
Royalty expense	—			3,472		1,529			—			5,001
Supply agreement termination income	—			—		(26,134		)	—			(26,134		)
Income (loss) from operations	(14,714		)	124,916		29,438			—			139,640
Interest expense	(12,107		)	—		(405		)	—			(12,512		)
Other income	2,457			810		457			—			3,724
Income (loss) before income taxes	(24,364		)	125,726		29,490			—			130,852
Provision (benefit) for income taxes	(5,068		)	43,913		12,288			—			51,133
Equity in earnings of subsidiaries	99,015			—		18,822			(117,837		)	—
Net income (loss)	79,719			81,813		36,024			(117,837		)	79,719
Net income noncontrolling interests	—			—		244			—			244
Net income (loss) attributable to Titan	$	79,719		$	81,813	$	35,780		$	(117,837	)	$	79,475

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Three Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	22,856		$	24,508	$	29,847		$	(54,355	)	$	22,856
Currency translation adjustment, net	(25,171		)	—		(25,171		)	25,171			(25,171		)
Pension liability adjustments, net of tax	1,070			781		289			(1,070		)	1,070
Comprehensive income (loss)	(1,245		)	25,289		4,965			(30,254		)	(1,245		)
Net comprehensive loss attributable to noncontrolling interests	—			—		(3,167		)	—			(3,167		)
Comprehensive income (loss) attributable to Titan	$	(1,245	)	$	25,289	$	8,132		$	(30,254	)	$	1,922

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Three Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	44,325		$	38,918	$	35,576		$	(74,494	)	$	44,325
Unrealized gain (loss) on investments, net of tax	(5,580		)	—		(5,580		)	5,580			(5,580		)
Currency translation adjustment, net	(8,136		)	—		(8,136		)	8,136			(8,136		)
Pension liability adjustments, net of tax	836			790		46			(836		)	836
Comprehensive income (loss)	31,445			39,708		21,906			(61,614		)	31,445
Net comprehensive income attributable to noncontrolling interests	—			—		269			—			269
Comprehensive income (loss) attributable to Titan	$	31,445		$	39,708	$	21,637		$	(61,614	)	$	31,176

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Six Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	42,245		$	54,332	$	46,289		$	(100,621	)	$	42,245
Unrealized gain (loss) on investments, net of tax	(3		)	—		(3		)	3			(3		)
Currency translation adjustment, net	(25,367		)	—		(25,367		)	25,367			(25,367		)
Pension liability adjustments, net of tax	2,021			1,562		459			(2,021		)	2,021
Comprehensive income (loss)	18,896			55,894		21,378			(77,272		)	18,896
Net comprehensive loss attributable to noncontrolling interests	—			—		(3,158		)	—			(3,158		)
Comprehensive income (loss) attributable to Titan	$	18,896		$	55,894	$	24,536		$	(77,272	)	$	22,054

(Amounts in thousands)	Consolidating Condensed Statements of Comprehensive Income For the Six Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	79,719		$	81,813	$	36,024		$	(117,837	)	$	79,719
Unrealized gain (loss) on investments, net of tax	337			—		337			(337		)	337
Currency translation adjustment, net	(4,569		)	—		(4,569		)	4,569			(4,569		)
Pension liability adjustments, net of tax	1,672			1,580		92			(1,672		)	1,672
Comprehensive income (loss)	77,159			83,393		31,884			(115,277		)	77,159
Net comprehensive income attributable to noncontrolling interests	—			—		244			—			244
Comprehensive income (loss) attributable to Titan	$	77,159		$	83,393	$	31,640		$	(115,277	)	$	76,915

(Amounts in thousands)	Consolidating Condensed Balance Sheets June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	326,016		$	4		$	98,367	$	—		$	424,387
Accounts receivable	—			156,728			179,126		—			335,854
Inventories	—			137,006			231,957		—			368,963
Prepaid and other current assets	59,138			6,643			51,984		—			117,765
Total current assets	385,154			300,381			561,434		—			1,246,969
Property, plant and equipment, net	14,119			207,152			332,883		—			554,154
Investment in subsidiaries	607,585			—			128,373		(735,958		)	—
Other assets	36,962			422			106,040		—			143,424
Total assets	$	1,043,820		$	507,955		$	1,128,730	$	(735,958	)	$	1,944,547
Liabilities and Stockholders’ Equity
Short-term debt	$	4,058		$	—		$	101,052	$	—		$	105,110
Accounts payable	843			22,859			188,176		—			211,878
Other current liabilities	19,376			57,481			57,315		—			134,172
Total current liabilities	24,277			80,340			346,543		—			451,160
Long-term debt	600,214			—			38,632		—			638,846
Other long-term liabilities	42,526			32,813			78,484		—			153,823
Intercompany accounts	(301,161		)	(80,728		)	381,889		—			—
Titan stockholders' equity	677,964			475,530			260,428		(735,958		)	677,964
Noncontrolling interests	—			—			22,754		—			22,754
Total liabilities and stockholders’ equity	$	1,043,820		$	507,955		$	1,128,730	$	(735,958	)	$	1,944,547

(Amounts in thousands)	Consolidating Condensed Balance Sheets December 31, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	103,154		$	4		$	85,956	$	—		$	189,114
Accounts receivable	(72		)	128,917			168,953		—			297,798
Inventories	—			142,070			224,315		—			366,385
Prepaid and other current assets	49,438			17,021			76,367		—			142,826
Total current assets	152,520			288,012			555,591		—			996,123
Property, plant and equipment, net	11,497			208,734			348,113		—			568,344
Investment in subsidiaries	565,811			—			86,189		(652,000		)	—
Other assets	35,564			499			109,705		—			145,768
Total assets	$	765,392		$	497,245		$	1,099,598	$	(652,000	)	$	1,710,235
Liabilities and Stockholders’ Equity
Short-term debt	$	—		$	—		$	145,801	$	—		$	145,801
Accounts payable	1,000			21,222			157,843		—			180,065
Other current liabilities	13,911			55,290			72,013		—			141,214
Total current liabilities	14,911			76,512			375,657		—			467,080
Long-term debt	312,881			—			128,557		—			441,438
Other long-term liabilities	44,512			35,482			89,361		—			169,355
Intercompany accounts	(213,529		)	(34,272		)	247,801		—			—
Titan stockholders' equity	606,617			419,523			232,477		(652,000		)	606,617
Noncontrolling interests	—			—			25,745		—			25,745
Total liabilities and stockholders’ equity	$	765,392		$	497,245		$	1,099,598	$	(652,000	)	$	1,710,235

(Amounts in thousands)	Consolidating Condensed Statements of Cash Flows For the Six Months Ended June 30, 2013
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Net cash provided by (used for) operating activities	$	(100,008	)	$	15,562		$	171,056		$	86,610
Cash flows from investing activities:
Capital expenditures	(3,189		)	(15,564		)	(17,315		)	(36,068		)
Acquisitions, net of cash acquired	—			—			(1,671		)	(1,671		)
Additional equity investment in Wheels India	—			—			(8,017		)	(8,017		)
Insurance proceeds	—			—			2,879			2,879
Other, net	—			2			177			179
Net cash used for investing activities	(3,189		)	(15,562		)	(23,947		)	(42,698		)
Cash flows from financing activities:
Proceeds from borrowings	345,313			—			—			345,313
Payment on debt	—			—			(155,082		)	(155,082		)
Term loan borrowing	—			—			25,157			25,157
Convertible note conversion	(14,090		)	—			—			(14,090		)
Proceeds from exercise of stock options	841			—			—			841
Excess tax benefit from stock options exercised	(42		)	—			—			(42		)
Payment of financing fees	(5,452		)	—			—			(5,452		)
Dividends paid	(511		)	—			—			(511		)
Net cash provided by (used for) financing activities	326,059			—			(129,925		)	196,134
Effect of exchange rate change on cash	—			—			(4,773		)	(4,773		)
Net increase in cash and cash equivalents	222,862			—			12,411			235,273
Cash and cash equivalents, beginning of period	103,154			4			85,956			189,114
Cash and cash equivalents, end of period	$	326,016		$	4		$	98,367		$	424,387

(Amounts in thousands)	Consolidating Condensed Statements of Cash Flows For the Six Months Ended June 30, 2012
	Titan  Intl., Inc. (Parent)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Net cash provided by operating activities	$	15,859		$	12,406		$	20,418		$	48,683
Cash flows from investing activities:
Capital expenditures	(1,338		)	(12,595		)	(5,073		)	(19,006		)
Other, net	—			189			264			453
Net cash used for investing activities	(1,338		)	(12,406		)	(4,809		)	(18,553		)
Cash flows from financing activities:
Payment on debt	—			—			(14,226		)	(14,226		)
Term loan borrowing	—			—			4,378			4,378
Proceeds from exercise of stock options	887			—			—			887
Excess tax benefit from stock options exercised	190			—			—			190
Dividends paid	(423		)	—			—			(423		)
Net cash provided by (used for) financing activities	654			—			(9,848		)	(9,194		)
Effect of exchange rate change on cash	—			—			(656		)	(656		)
Net increase in cash and cash equivalents	15,175			—			5,105			20,280
Cash and cash equivalents, beginning of period	125,266			4			3,900			129,170
Cash and cash equivalents, end of period	$	140,441		$	4		$	9,005		$	149,450

XML

OTHER INCOME (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Component of Other Income, Nonoperating [Line Items]
Interest income	$ 1,530	$ 180	$ 1,931	$ 385
Discount amortization on prepaid royalty	787	933	1,703	1,972
Other income (expense)	468	181	1,238	665
Income (Loss) from Equity Method Investments	0	0	0	0
Building rental income	224	188	404	363
Gain (loss) related to contractual obligation investments	213	(473)	93	795
Foreign Currency Transaction Gain (Loss), before Tax	(6,111)	(396)	(6,654)	(456)
Nonoperating Income (Expense)	(2,429)	613	(1,010)	3,724
Wheels India [Member]
Component of Other Income, Nonoperating [Line Items]
Income (Loss) from Equity Method Investments	$ 460	$ 0	$ 275	$ 0

XML

SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2011	Dec. 31, 2010
Condensed Financial Statements, Captions [Line Items]
Net Income (Loss) Attributable to Noncontrolling Interest	$ (361)	$ 269	$ (447)	$ 244
Income Statement [Abstract]
Net sales	593,291	459,233	1,171,678	922,321
Cost of Goods Sold	506,636	377,147	988,272	746,872
Gross Profit	86,655	82,086	183,406	175,449
Selling, General and Administrative Expense	43,653	23,410	86,096	54,245
Research and Development Expense	2,801	1,189	5,503	2,697
Royalty Expense	3,295	2,652	7,018	5,001
Supply agreement termination income	0	(26,134)	0	(26,134)
Operating Income (Loss)	36,906	80,969	84,789	139,640
Interest expense	(13,069)	(6,217)	(23,510)	(12,512)
Convertible debt conversion charge	0	0	(7,273)	0
Gain on earthquake insurance recovery	22,451	0	22,451	0
Interest Expense, Related Party	0		0
Other income	(2,429)	613	(1,010)	3,724
Income (loss) before income taxes	43,859	75,365	75,447	130,852
Income Tax Expense (Benefit)	21,003	31,040	33,202	51,133
Income (Loss) from Equity Method Investments	0	0	0	0
Net income (loss)	22,856	44,325	42,245	79,719
Net income attributable to Titan	23,217	44,056	42,692	79,475
Comprehensive Income Statement [Abstract]
Net income (loss)	22,856	44,325	42,245	79,719
Unrealized gain (loss) on investments, net of tax	0	(5,580)	(3)	337
Currency translation adjustment, net	(25,171)	(8,136)	(25,367)	(4,569)
Pension liability adjustments, net of tax	1,070	836	2,021	1,672
Comprehensive Income (Loss)	(1,245)	31,445	18,896	77,159
Comprehensive income (loss) attributable to Titan	1,922	31,176	22,054	76,915
Statement of Financial Position [Abstract]
Cash and Cash Equivalents, at Carrying Value	424,387	149,450	424,387	149,450	189,114	129,170	149,450	129,170
Accounts Receivable, Net, Current	335,854		335,854		297,798
Inventory, Net	368,963		368,963		366,385
Prepaid Expense, Deffered Income Taxes and Other Assets, Current	117,765		117,765		142,826
Assets, Current	1,246,969		1,246,969		996,123
Property, Plant and Equipment, Net	554,154		554,154		568,344
Equity Method Investments	0		0		0
Other Assets, Goodwill, Deferred Income Tax Asset, Noncurrent	143,424		143,424		145,768
Assets	1,944,547		1,944,547		1,710,235
Short-term debt	105,110		105,110		145,801
Accounts Payable, Current	211,878		211,878		180,065
Other current liabilities	134,172		134,172		141,214
Liabilities, Current	451,160		451,160		467,080
Long-term debt	638,846		638,846		441,438
Liabilities, Other than Long-term Debt, Noncurrent	153,823		153,823		169,355
Due to Related Parties	0		0		0
Stockholders' Equity Attributable to Parent	677,964		677,964		606,617
Stockholders' Equity Attributable to Noncontrolling Interest	22,754		22,754		25,745
Liabilities and Equity	1,944,547		1,944,547		1,710,235
Statement of Cash Flows [Abstract]
Net Cash Provided by (Used in) Operating Activities			86,610	48,683
Capital expenditures			(36,068)	(19,006)
Acquisitions, net of cash acquired	1,671		1,671	0
Payments to Acquire Equity Method Investments			8,017	0
Payments for (Proceeds from) Other Investing Activities			179	453
Net Cash Provided by (Used in) Investing Activities			(42,698)	(18,553)
Proceeds from borrowings	345,313		345,313	0
Repayments of Other Debt			(155,082)	(14,226)
Term loan borrowing			25,157	4,378
Debt Conversion, Converted Instrument, Amount			(14,090)	0
Proceeds from Stock Options Exercised			841	887
Excess Tax Benefit from Share-based Compensation, Financing Activities			(42)	190
Payment of financing fees			(5,452)	0
Payments of Dividends, Common Stock			(511)	(423)
Net Cash Provided by (Used in) Financing Activities			196,134	(9,194)
Effect of Exchange Rate on Cash and Cash Equivalents			(4,773)	(656)
Cash and Cash Equivalents, Period Increase (Decrease)			235,273	20,280
Cash and Cash Equivalents, at Carrying Value	424,387	149,450	424,387	149,450	189,114	129,170	149,450	129,170
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	(3,167)	269	(3,158)	244
Proceeds from Insurance Settlement, Investing Activities			2,879	0
Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Net Income (Loss) Attributable to Noncontrolling Interest	0	0
Income Statement [Abstract]
Net sales	0	0
Cost of Goods Sold	277	257
Gross Profit	(277)	(257)
Selling, General and Administrative Expense	2,130	3,396
Research and Development Expense	(28)	48
Royalty Expense	0	0
Supply agreement termination income		0
Operating Income (Loss)	(2,379)	(3,701)
Interest expense	(10,833)	(6,045)
Gain on earthquake insurance recovery	0
Interest Expense, Related Party	2,192		2,689
Other income	904	283
Income (loss) before income taxes	(10,116)	(9,463)
Income Tax Expense (Benefit)	6,491	1,884
Income (Loss) from Equity Method Investments	39,463	55,672
Net income (loss)	22,856	44,325
Net income attributable to Titan	22,856	44,325
Comprehensive Income Statement [Abstract]
Net income (loss)	22,856	44,325
Unrealized gain (loss) on investments, net of tax		(5,580)
Currency translation adjustment, net	(25,171)	(8,136)
Pension liability adjustments, net of tax	1,070	836
Comprehensive Income (Loss)	(1,245)	31,445
Comprehensive income (loss) attributable to Titan	(1,245)	31,445
Statement of Financial Position [Abstract]
Cash and Cash Equivalents, at Carrying Value	326,016		326,016		103,154		140,441	125,266
Accounts Receivable, Net, Current	0		0		(72)
Inventory, Net	0		0		0
Prepaid Expense, Deffered Income Taxes and Other Assets, Current	59,138		59,138		49,438
Assets, Current	385,154		385,154		152,520
Property, Plant and Equipment, Net	14,119		14,119		11,497
Equity Method Investments	607,585		607,585		565,811
Other Assets, Goodwill, Deferred Income Tax Asset, Noncurrent	36,962		36,962		35,564
Assets	1,043,820		1,043,820		765,392
Short-term debt	4,058		4,058		0
Accounts Payable, Current	843		843		1,000
Other current liabilities	19,376		19,376		13,911
Liabilities, Current	24,277		24,277		14,911
Long-term debt	600,214		600,214		312,881
Liabilities, Other than Long-term Debt, Noncurrent	42,526		42,526		44,512
Due to Related Parties	(301,161)		(301,161)		(213,529)
Stockholders' Equity Attributable to Parent	677,964		677,964		606,617
Stockholders' Equity Attributable to Noncontrolling Interest	0		0		0
Liabilities and Equity	1,043,820		1,043,820		765,392
Statement of Cash Flows [Abstract]
Net Cash Provided by (Used in) Operating Activities			(100,008)	15,859
Capital expenditures			(3,189)	(1,338)
Payments for (Proceeds from) Other Investing Activities			0	0
Net Cash Provided by (Used in) Investing Activities			(3,189)	(1,338)
Proceeds from borrowings	(345,313)
Repayments of Other Debt			0	0
Term loan borrowing			0
Debt Conversion, Converted Instrument, Amount			14,090
Proceeds from Stock Options Exercised			841	887
Excess Tax Benefit from Share-based Compensation, Financing Activities			(42)	190
Payment of financing fees			5,452
Payments of Dividends, Common Stock			(511)	(423)
Net Cash Provided by (Used in) Financing Activities			326,059	654
Effect of Exchange Rate on Cash and Cash Equivalents			0	0
Cash and Cash Equivalents, Period Increase (Decrease)			222,862	15,175
Cash and Cash Equivalents, at Carrying Value	326,016		326,016		103,154		140,441	125,266
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	0	0
Parent [Member] | 7.875% senior secured notes [Member]
Condensed Financial Statements, Captions [Line Items]
Net Income (Loss) Attributable to Noncontrolling Interest			0	0
Income Statement [Abstract]
Net sales			0	0
Cost of Goods Sold			667	559
Gross Profit			(667)	(559)
Selling, General and Administrative Expense			4,447	13,983
Research and Development Expense			(18)	172
Royalty Expense			0	0
Operating Income (Loss)			(5,096)	(14,714)
Interest expense			(18,564)	(12,107)
Convertible debt conversion charge			(7,273)
Gain on earthquake insurance recovery			0
Other income			1,548	2,457
Income (loss) before income taxes			(26,696)	(24,364)
Income Tax Expense (Benefit)			(1,844)	(5,068)
Income (Loss) from Equity Method Investments			67,097	99,015
Net income (loss)			42,245	79,719
Net income attributable to Titan			42,245	79,719
Comprehensive Income Statement [Abstract]
Net income (loss)			42,245	79,719
Unrealized gain (loss) on investments, net of tax			(3)	337
Currency translation adjustment, net			(25,367)	(4,569)
Pension liability adjustments, net of tax			2,021	1,672
Comprehensive Income (Loss)			18,896	77,159
Comprehensive income (loss) attributable to Titan			18,896	77,159
Statement of Cash Flows [Abstract]
Acquisitions, net of cash acquired	0
Payments to Acquire Equity Method Investments			0
Term loan borrowing				0
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest			0	0
Proceeds from Insurance Settlement, Investing Activities			0
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net Income (Loss) Attributable to Noncontrolling Interest	0	0
Income Statement [Abstract]
Net sales	323,482	373,035
Cost of Goods Sold	261,789	297,636
Gross Profit	61,693	75,399
Selling, General and Administrative Expense	20,300	15,062
Research and Development Expense	1,400	1,081
Royalty Expense	1,850	1,779
Supply agreement termination income		0
Operating Income (Loss)	38,143	57,477
Interest expense	0	0
Gain on earthquake insurance recovery	0
Interest Expense, Related Party	0		0
Other income	2	313
Income (loss) before income taxes	38,145	57,790
Income Tax Expense (Benefit)	13,637	18,872
Income (Loss) from Equity Method Investments	0	0
Net income (loss)	24,508	38,918
Net income attributable to Titan	24,508	38,918
Comprehensive Income Statement [Abstract]
Net income (loss)	24,508	38,918
Unrealized gain (loss) on investments, net of tax		0
Currency translation adjustment, net	0	0
Pension liability adjustments, net of tax	781	790
Comprehensive Income (Loss)	25,289	39,708
Comprehensive income (loss) attributable to Titan	25,289	39,708
Statement of Financial Position [Abstract]
Cash and Cash Equivalents, at Carrying Value	4		4		4		4	4
Accounts Receivable, Net, Current	156,728		156,728		128,917
Inventory, Net	137,006		137,006		142,070
Prepaid Expense, Deffered Income Taxes and Other Assets, Current	6,643		6,643		17,021
Assets, Current	300,381		300,381		288,012
Property, Plant and Equipment, Net	207,152		207,152		208,734
Equity Method Investments	0		0		0
Other Assets, Goodwill, Deferred Income Tax Asset, Noncurrent	422		422		499
Assets	507,955		507,955		497,245
Short-term debt	0		0		0
Accounts Payable, Current	22,859		22,859		21,222
Other current liabilities	57,481		57,481		55,290
Liabilities, Current	80,340		80,340		76,512
Long-term debt	0		0		0
Liabilities, Other than Long-term Debt, Noncurrent	32,813		32,813		35,482
Due to Related Parties	(80,728)		(80,728)		(34,272)
Stockholders' Equity Attributable to Parent	475,530		475,530		419,523
Stockholders' Equity Attributable to Noncontrolling Interest	0		0		0
Liabilities and Equity	507,955		507,955		497,245
Statement of Cash Flows [Abstract]
Net Cash Provided by (Used in) Operating Activities			15,562	12,406
Capital expenditures			(15,564)	(12,595)
Payments for (Proceeds from) Other Investing Activities			2	189
Net Cash Provided by (Used in) Investing Activities			(15,562)	(12,406)
Proceeds from borrowings	0
Repayments of Other Debt			0	0
Term loan borrowing			0
Debt Conversion, Converted Instrument, Amount			0
Proceeds from Stock Options Exercised			0	0
Excess Tax Benefit from Share-based Compensation, Financing Activities			0	0
Payment of financing fees			0
Payments of Dividends, Common Stock			0	0
Net Cash Provided by (Used in) Financing Activities			0	0
Effect of Exchange Rate on Cash and Cash Equivalents			0	0
Cash and Cash Equivalents, Period Increase (Decrease)			0	0
Cash and Cash Equivalents, at Carrying Value	4		4		4		4	4
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	0	0
Guarantor Subsidiaries [Member] | 7.875% senior secured notes [Member]
Condensed Financial Statements, Captions [Line Items]
Net Income (Loss) Attributable to Noncontrolling Interest			0	0
Income Statement [Abstract]
Net sales			647,376	744,164
Cost of Goods Sold			518,015	582,660
Gross Profit			129,361	161,504
Selling, General and Administrative Expense			38,124	30,737
Research and Development Expense			2,713	2,379
Royalty Expense			3,628	3,472
Operating Income (Loss)			84,896	124,916
Interest expense			0	0
Convertible debt conversion charge			0
Gain on earthquake insurance recovery			0
Other income			26	810
Income (loss) before income taxes			84,922	125,726
Income Tax Expense (Benefit)			30,590	43,913
Income (Loss) from Equity Method Investments			0	0
Net income (loss)			54,332	81,813
Net income attributable to Titan			54,332	81,813
Comprehensive Income Statement [Abstract]
Net income (loss)			54,332	81,813
Unrealized gain (loss) on investments, net of tax			0	0
Currency translation adjustment, net			0	0
Pension liability adjustments, net of tax			1,562	1,580
Comprehensive Income (Loss)			55,894	83,393
Comprehensive income (loss) attributable to Titan			55,894	83,393
Statement of Cash Flows [Abstract]
Acquisitions, net of cash acquired	0
Payments to Acquire Equity Method Investments			0
Term loan borrowing				0
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest			0	0
Proceeds from Insurance Settlement, Investing Activities			0
Non-Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net Income (Loss) Attributable to Noncontrolling Interest	(361)	269
Income Statement [Abstract]
Net sales	269,809	86,198
Cost of Goods Sold	244,570	79,254
Gross Profit	25,239	6,944
Selling, General and Administrative Expense	21,223	4,952
Research and Development Expense	1,429	60
Royalty Expense	1,445	873
Supply agreement termination income		26,134
Operating Income (Loss)	1,142	27,193
Interest expense	(2,236)	(172)
Gain on earthquake insurance recovery	22,451
Interest Expense, Related Party	(2,192)		(2,689)
Other income	(3,335)	17
Income (loss) before income taxes	15,830	27,038
Income Tax Expense (Benefit)	875	10,284
Income (Loss) from Equity Method Investments	14,892	18,822
Net income (loss)	29,847	35,576
Net income attributable to Titan	30,208	35,307
Comprehensive Income Statement [Abstract]
Net income (loss)	29,847	35,576
Unrealized gain (loss) on investments, net of tax		(5,580)
Currency translation adjustment, net	(25,171)	(8,136)
Pension liability adjustments, net of tax	289	46
Comprehensive Income (Loss)	4,965	21,906
Comprehensive income (loss) attributable to Titan	8,132	21,637
Statement of Financial Position [Abstract]
Cash and Cash Equivalents, at Carrying Value	98,367		98,367		85,956		9,005	3,900
Accounts Receivable, Net, Current	179,126		179,126		168,953
Inventory, Net	231,957		231,957		224,315
Prepaid Expense, Deffered Income Taxes and Other Assets, Current	51,984		51,984		76,367
Assets, Current	561,434		561,434		555,591
Property, Plant and Equipment, Net	332,883		332,883		348,113
Equity Method Investments	128,373		128,373		86,189
Other Assets, Goodwill, Deferred Income Tax Asset, Noncurrent	106,040		106,040		109,705
Assets	1,128,730		1,128,730		1,099,598
Short-term debt	101,052		101,052		145,801
Accounts Payable, Current	188,176		188,176		157,843
Other current liabilities	57,315		57,315		72,013
Liabilities, Current	346,543		346,543		375,657
Long-term debt	38,632		38,632		128,557
Liabilities, Other than Long-term Debt, Noncurrent	78,484		78,484		89,361
Due to Related Parties	381,889		381,889		247,801
Stockholders' Equity Attributable to Parent	260,428		260,428		232,477
Stockholders' Equity Attributable to Noncontrolling Interest	22,754		22,754		25,745
Liabilities and Equity	1,128,730		1,128,730		1,099,598
Statement of Cash Flows [Abstract]
Net Cash Provided by (Used in) Operating Activities			171,056	20,418
Capital expenditures			(17,315)	(5,073)
Payments for (Proceeds from) Other Investing Activities			177	264
Net Cash Provided by (Used in) Investing Activities			(23,947)	(4,809)
Proceeds from borrowings	0
Repayments of Other Debt			(155,082)	(14,226)
Term loan borrowing			25,157
Debt Conversion, Converted Instrument, Amount			0
Proceeds from Stock Options Exercised			0	0
Excess Tax Benefit from Share-based Compensation, Financing Activities			0	0
Payment of financing fees			0
Payments of Dividends, Common Stock			0	0
Net Cash Provided by (Used in) Financing Activities			(129,925)	(9,848)
Effect of Exchange Rate on Cash and Cash Equivalents			(4,773)	(656)
Cash and Cash Equivalents, Period Increase (Decrease)			12,411	5,105
Cash and Cash Equivalents, at Carrying Value	98,367		98,367		85,956		9,005	3,900
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	(3,167)	269
Non-Guarantor Subsidiaries [Member] | 7.875% senior secured notes [Member]
Condensed Financial Statements, Captions [Line Items]
Net Income (Loss) Attributable to Noncontrolling Interest			(447)	244
Income Statement [Abstract]
Net sales			524,302	178,157
Cost of Goods Sold			469,590	163,653
Gross Profit			54,712	14,504
Selling, General and Administrative Expense			43,525	9,525
Research and Development Expense			2,808	146
Royalty Expense			3,390	1,529
Operating Income (Loss)			4,989	29,438
Interest expense			(4,946)	(405)
Convertible debt conversion charge			0
Gain on earthquake insurance recovery			22,451
Other income			(2,584)	457
Income (loss) before income taxes			17,221	29,490
Income Tax Expense (Benefit)			4,456	12,288
Income (Loss) from Equity Method Investments			33,524	18,822
Net income (loss)			46,289	36,024
Net income attributable to Titan			46,736	35,780
Comprehensive Income Statement [Abstract]
Net income (loss)			46,289	36,024
Unrealized gain (loss) on investments, net of tax			(3)	337
Currency translation adjustment, net			(25,367)	(4,569)
Pension liability adjustments, net of tax			459	92
Comprehensive Income (Loss)			21,378	31,884
Comprehensive income (loss) attributable to Titan			24,536	31,640
Statement of Cash Flows [Abstract]
Acquisitions, net of cash acquired	1,671
Payments to Acquire Equity Method Investments			8,017
Term loan borrowing				(4,378)
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest			(3,158)	244
Proceeds from Insurance Settlement, Investing Activities			2,879
Consolidation, Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net Income (Loss) Attributable to Noncontrolling Interest	0	0
Income Statement [Abstract]
Net sales	0	0
Cost of Goods Sold	0	0
Gross Profit	0	0
Selling, General and Administrative Expense	0	0
Research and Development Expense	0	0
Royalty Expense	0	0
Supply agreement termination income		0
Operating Income (Loss)	0	0
Interest expense	0	0
Gain on earthquake insurance recovery	0
Interest Expense, Related Party	0		0
Other income	0	0
Income (loss) before income taxes	0	0
Income Tax Expense (Benefit)	0	0
Income (Loss) from Equity Method Investments	(54,355)	(74,494)
Net income (loss)	(54,355)	(74,494)
Net income attributable to Titan	(54,355)	(74,494)
Comprehensive Income Statement [Abstract]
Net income (loss)	(54,355)	(74,494)
Unrealized gain (loss) on investments, net of tax		5,580
Currency translation adjustment, net	25,171	8,136
Pension liability adjustments, net of tax	(1,070)	(836)
Comprehensive Income (Loss)	(30,254)	(61,614)
Comprehensive income (loss) attributable to Titan	(30,254)	(61,614)
Statement of Financial Position [Abstract]
Cash and Cash Equivalents, at Carrying Value	0		0		0
Accounts Receivable, Net, Current	0		0		0
Inventory, Net	0		0		0
Prepaid Expense, Deffered Income Taxes and Other Assets, Current	0		0		0
Assets, Current	0		0		0
Property, Plant and Equipment, Net	0		0		0
Equity Method Investments	(735,958)		(735,958)		(652,000)
Other Assets, Goodwill, Deferred Income Tax Asset, Noncurrent	0		0		0
Assets	(735,958)		(735,958)		(652,000)
Short-term debt	0		0		0
Accounts Payable, Current	0		0		0
Other current liabilities	0		0		0
Liabilities, Current	0		0		0
Long-term debt	0		0		0
Liabilities, Other than Long-term Debt, Noncurrent	0		0		0
Due to Related Parties	0		0		0
Stockholders' Equity Attributable to Parent	(735,958)		(735,958)		(652,000)
Stockholders' Equity Attributable to Noncontrolling Interest	0		0		0
Liabilities and Equity	(735,958)		(735,958)		(652,000)
Statement of Cash Flows [Abstract]
Cash and Cash Equivalents, at Carrying Value	0		0		0
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	0	0
Consolidation, Eliminations [Member] | 7.875% senior secured notes [Member]
Condensed Financial Statements, Captions [Line Items]
Net Income (Loss) Attributable to Noncontrolling Interest			0	0
Income Statement [Abstract]
Net sales			0	0
Cost of Goods Sold			0	0
Gross Profit			0	0
Selling, General and Administrative Expense			0	0
Research and Development Expense			0	0
Royalty Expense			0	0
Operating Income (Loss)			0	0
Interest expense			0	0
Convertible debt conversion charge			0
Gain on earthquake insurance recovery			0
Other income			0	0
Income (loss) before income taxes			0	0
Income Tax Expense (Benefit)			0	0
Income (Loss) from Equity Method Investments			(100,621)	(117,837)
Net income (loss)			(100,621)	(117,837)
Net income attributable to Titan			(100,621)	(117,837)
Comprehensive Income Statement [Abstract]
Net income (loss)			(100,621)	(117,837)
Unrealized gain (loss) on investments, net of tax			3	(337)
Currency translation adjustment, net			25,367	4,569
Pension liability adjustments, net of tax			(2,021)	(1,672)
Comprehensive Income (Loss)			(77,272)	(115,277)
Comprehensive income (loss) attributable to Titan			(77,272)	(115,277)
Statement of Cash Flows [Abstract]
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest			$ 0	$ 0

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GAIN ON EARTHQUAKE INSURANCE RECOVERY (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
GAIN ON EARTHQUAKE INSURANCE RECOVERY [Abstract]
Gain on earthquake insurance recovery	$ 22,451,000	$ 0	$ 22,451,000	$ 0
Insurance Recoveries	$ 38,700,000

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GAIN ON EARTHQUAKE INSURANCE RECOVERY (Tables)

6 Months Ended

Jun. 30, 2013

GAIN ON EARTHQUAKE INSURANCE RECOVERY [Abstract]

Schedule of Business Insurance Recoveries [Table Text Block]

Gain on earthquake insurance recovery consisted of the following (amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Gain on earthquake insurance recovery	$	22,451	$	—	$	22,451	$	—

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FAIR VALUE MEASUREMENTS (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Financial Instruments, Liabilities, Fair Value Disclosure	$ (145)	$ (7,376)
Fair Value, Measurements, Recurring [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments for contractual obligations	7,502	7,408
Interest Rate Derivative Assets, at Fair Value	0	1,048
Other Assets, Fair Value Disclosure	250	250
Assets, Fair Value Disclosure	7,607	1,330
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Preferred stock at beginning of period		250
Preferred stock at end of period	250	250
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments for contractual obligations	7,502	7,408
Interest Rate Derivative Assets, at Fair Value	0	0
Other Assets, Fair Value Disclosure	0	0
Derivative Financial Instruments, Liabilities, Fair Value Disclosure	0	0
Assets, Fair Value Disclosure	7,502	7,408
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Preferred stock at beginning of period		0
Preferred stock at end of period	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments for contractual obligations	0	0
Interest Rate Derivative Assets, at Fair Value	0	1,048
Other Assets, Fair Value Disclosure	0	0
Derivative Financial Instruments, Liabilities, Fair Value Disclosure	(145)	(7,376)
Assets, Fair Value Disclosure	(145)	(6,328)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Preferred stock at beginning of period		0
Preferred stock at end of period	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments for contractual obligations	0	0
Interest Rate Derivative Assets, at Fair Value	0	0
Other Assets, Fair Value Disclosure	250
Derivative Financial Instruments, Liabilities, Fair Value Disclosure	0	0
Assets, Fair Value Disclosure	250	250
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Preferred stock at beginning of period	250
Gain (Loss) on Investments	0
Preferred stock at end of period	$ 250

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

Earnings per share (EPS) were as follows (amounts in thousands, except per share data):

	Three months ended
	June 30, 2013					June 30, 2012
	Titan Net income		Weighted- average shares	Per share  amount		Titan Net income		Weighted- average shares	Per share  amount
Basic earnings per share	$	23,217	53,426	$	0.43	$	44,056	42,158	$	1.05
Effect of stock options/trusts	—		280			—		270
Effect of convertible notes	609		5,798			1,143		11,088
Diluted earnings per share	$	23,826	59,504	$	0.40	$	45,199	53,516	$	0.84

	Six months ended
	June 30, 2013					June 30, 2012
	Titan Net income		Weighted- average shares	Per share  amount		Titan Net income		Weighted- average shares	Per share  amount
Basic earnings per share	$	42,692	52,625	$	0.81	$	79,475	42,132	$	1.89
Effect of stock options/trusts	—		290			—		272
Effect of convertible notes	1,381		6,612			2,286		11,088
Diluted earnings per share	$	44,073	59,527	$	0.74	$	81,761	53,492	$	1.53

There were no stock options/trusts or convertible notes that were antidilutive for the periods presented.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Liabilities and Equity [Abstract]
Common Stock, par value	$ 0	$ 0
Common Stock, shares authorized (in shares)	120,000,000	120,000,000
Common Stock, shares issued (in shares)	55,253,092	50,350,048
Treasury Stock, shares (in shares)	1,738,661	1,787,844

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities:
Net income	$ 42,245	$ 79,719
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	40,031	23,553
Amortization of debt premium	(1,202)	0
Deferred income tax provision	9,213	572
Convertible debt conversion charge	7,273	0
Gain on Business Interruption Insurance Recovery	(22,451)	0
Supply agreement termination income	0	(26,134)
Stock-based compensation	2,800	2,175
Excess tax benefit from stock options exercised	42	(190)
Proceeds from Insurance Settlement, Operating Activities	35,808	0
Issuance of treasury stock under 401(k) plan	326	293
(Increase) decrease in assets:
Accounts receivable	(48,349)	(51,659)
Inventories	(14,599)	(26,335)
Prepaid and other current assets	(15,634)	(11,305)
Other assets	4,818	2,342
Increase (decrease) in liabilities:
Accounts payable	42,014	37,346
Other current liabilities	(402)	(259)
Other liabilities	4,677	18,565
Net cash provided by operating activities	86,610	48,683
Cash flows from investing activities:
Capital expenditures	(36,068)	(19,006)
Acquisitions, net of cash acquired	(1,671)	0
Additional equity investment in Wheels India	(8,017)	0
Proceeds from Insurance Settlement, Investing Activities	(2,879)	0
Other	179	453
Net cash used for investing activities	(42,698)	(18,553)
Cash flows from financing activities:
Proceeds from borrowings	345,313	0
Payment on debt	(155,082)	(14,226)
Term loan borrowing	25,157	4,378
Convertible note conversion	(14,090)	0
Proceeds from exercise of stock options	841	887
Excess tax benefit from stock options exercised	(42)	190
Payment of financing fees	(5,452)	0
Dividends paid	(511)	(423)
Net cash provided by (used for) financing activities	196,134	(9,194)
Effect of exchange rate changes on cash	(4,773)	(656)
Net increase (decrease) in cash and cash equivalents	235,273	20,280
Cash and cash equivalents, beginning of period	189,114	129,170
Cash and cash equivalents, end of period	424,387	149,450
Supplemental Cash Flow Information [Abstract]
Interest paid	16,375	11,856
Income taxes paid	37,207	46,944
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Issuance of common stock for convertible debt payment	$ 45,903	$ 0

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ACCOUNTS RECEIVABLE

6 Months Ended

Jun. 30, 2013

Receivables [Abstract]

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following (amounts in thousands):

	June 30, 2013			December 31, 2012
Accounts receivable	$	343,599		$	302,928
Allowance for doubtful accounts	(7,745		)	(5,130		)
Accounts receivable, net	$	335,854		$	297,798

Accounts receivable are reduced by an allowance for doubtful accounts which is based on historical losses.

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ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2013

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract]

ACCOUNTING POLICIES

ACCOUNTING POLICIES

In the opinion of Titan International, Inc. (Titan or the Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are normal and recurring in nature and necessary for a fair statement of the Company's financial position as of June 30, 2013, and the results of operations and cash flows for the three and six months ended June 30, 2013 and 2012.

Accounting policies have continued without significant change and are described in the Description of Business and Significant Accounting Policies contained in the Company's 2012 Annual Report on Form 10-K. These interim financial statements have been prepared pursuant to the Securities and Exchange Commission's rules for Form 10-Q's and, therefore, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2012 Annual Report on Form 10-K.

Sales

Sales and revenues are presented net of sales taxes and other related taxes.

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 due to their short term or stated rates.  Investments in marketable equity securities are recorded at fair value.  The 7.875% senior secured notes due 2017 (senior secured notes) and 5.625% convertible senior subordinated notes due 2017 (convertible notes) are carried at cost of $544.1 million and $60.2 million at June 30, 2013, respectively. The fair value of the senior secured notes at June 30, 2013, as obtained through an independent pricing source, was approximately $579.5 million.

Cash dividends

The Company declared cash dividends of $.005 and $.010 per share of common stock for each of the three and six months ended June 30, 2013, and 2012. The second quarter 2013 cash dividend of $.005 per share of common stock was paid July 15, 2013, to stockholders of record on June 28, 2013.

Interest paid

Titan paid $0.8 million and $0.3 million for interest for the quarters ended June 30, 2013 and 2012, respectively, and $16.4 million and $11.9 million for interest for the six months ended June 30, 2013 and 2012, respectively.

Income taxes paid

Titan paid $27.2 million and $37.0 million for income taxes for the quarters ended June 30, 2013 and 2012, respectively, and $37.2 million and $46.9 million for income taxes for the six months ended June 30, 2013 and 2012, respectively.

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.

Reclassification

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

Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the date of issuance of the financial statements.

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EMPLOYEE BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2013

EMPLOYEE BENEFIT PLANS [Abstract]

Schedule of Net Benefit Costs [Table Text Block]

The components of net periodic pension cost consisted of the following (amounts in thousands):

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Service cost	$	214		$	—		$	386		$	—
Interest cost	1,350			1,133			2,704			2,266
Expected return on assets	(1,396		)	(1,252		)	(2,792		)	(2,504		)
Amortization of unrecognized prior service cost	34			34			68			68
Amortization of net unrecognized loss	1,317			1,293			2,635			2,586
Net periodic pension cost	$	1,519		$	1,208		$	3,001		$	2,416

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

Accounting standards for fair value measurements establish 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):

	June 30, 2013										December 31, 2012
	Total			Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3
Contractual obligation investments	$	7,502		$	7,502	$	—		$	—	$	7,408		$	7,408	$	—		$	—
Interest rate swap	—			—		—			—		1,048			—		1,048			—
Preferred stock	250			—		—			250		250			—		—			250
Derivative financial instruments liability	(145		)	—		(145		)	—		(7,376		)	—		(7,376		)	—
Total	$	7,607		$	7,502	$	(145	)	$	250	$	1,330		$	7,408	$	(6,328	)	$	250

The following table presents the changes during the periods presented in Titan's Level 3 investments that are measured at fair value on a recurring basis (amounts in thousands):

	Preferred stock
Balance at December 31, 2012	$	250
Total realized and unrealized gains and losses	—
Balance as of June 30, 2013	$	250

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ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2013

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Revenue Recognition, Sales of Goods [Policy Text Block]

Sales

Sales and revenues are presented net of sales taxes and other related taxes.

Fair value of financial instruments

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 due to their short term or stated rates.  Investments in marketable equity securities are recorded at fair value.  The 7.875% senior secured notes due 2017 (senior secured notes) and 5.625% convertible senior subordinated notes due 2017 (convertible notes) are carried at cost of $544.1 million and $60.2 million at June 30, 2013, respectively. The fair value of the senior secured notes at June 30, 2013, as obtained through an independent pricing source, was approximately $579.5 million.

Use of Estimates, Policy [Policy Text Block]

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.

Comparability of Prior Year Financial Data, Policy [Policy Text Block]

Reclassification

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

Subsequent Events, Policy [Policy Text Block]

Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the date of issuance of the financial statements.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Mar. 31, 2013	Dec. 31, 2012
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ (43,449)		$ (43,449)		$ (21,084)	$ (20,793)
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax	0		0		0	3
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	(33,658)		(33,658)		(34,728)	(35,679)
Accumulated other comprehensive loss	(77,107)		(77,107)		(55,812)	(56,469)
Currency translation adjustment, net	(25,171)	(8,136)	(25,367)	(4,569)
Unrealized gain (loss) on investments, net of tax	0	(5,580)	(3)	337
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	(22,365)		(22,659)
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	$ (1,070)	$ (836)	$ (2,021)	$ (1,672)

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GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2013

GOODWILL [Abstract]

Schedule of Goodwill [Table Text Block]

Changes in goodwill consisted of the following (amounts in thousands):

	2013									2012
				Earthmoving/									Earthmoving/
	Agricultural			Construction						Agricultural			Construction
	Segment			Segment			Total			Segment			Segment		Total
Goodwill balance, January 1	$	11,522		$	13,419		$	24,941		$	19,841		$	—	$	19,841
Acquisition adjustment	—			—			—			(7,289		)	—		(7,289		)
Foreign currency translation	(993		)	(1,605		)	(2,598		)	(904		)	—		(904		)
Goodwill balance, June 30	$	10,529		$	11,814		$	22,343		$	11,648		$	—	$	11,648

Schedule of Intangible Assets and Goodwill [Table Text Block]

The components of intangible assets consisted of the following (amounts in thousands):

	Weighted- Average Useful Lives (in Years)	June 30, 2013		December 31, 2012
Amortizable intangible assets:
Customer relationships	14.0	17,125		19,357
Patents, trademarks and other	2.2	3,297		3,658
Total at cost		20,422		23,015
Less accumulated amortization		(2,777	)	(1,807	)
		17,645		21,208

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

The estimated aggregate amortization expense at June 30, 2013, is as follows (amounts in thousands):

July 1 - December 31, 2013	$	1,053
2014	2,103
2015	1,732
2016	1,158
2017	1,096
Thereafter	10,503
	$	17,645

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RELATED PARTY TRANSACTIONS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Related Party Transaction [Line Items]
Related Party Transaction, Revenues from Transactions with Related Party	$ 0.8	$ 0.7	$ 1.4	$ 1.1
Related Party Transaction, Due from (to) Related Party	0.3		0.3		0.2
Related Party Transaction, Expenses from Transactions with Related Party	0.6	0.7	1.3	1.4
Accounts Payable, Related Parties, Current	$ 0.2		$ 0.2		$ 0.4
Wheels India [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	41.73%		41.73%
Titan Wheels Australia [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	100.00%		100.00%
Titan National Australia Holdings [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	56.00%		56.00%

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GOODWILL AND INTANGIBLE ASSETS (Details) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Goodwill [Roll Forward]
Goodwill at beginning of period	$ 24,941,000	$ 19,841,000
Goodwill, Translation and Purchase Accounting Adjustments		(7,289,000)
Foreign currency translation		(904,000)
Goodwill at end of period	22,343,000	11,648,000
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	14 years 0 months
Finite-Lived Customer Relationships, Gross	17,125,000		19,357,000
Finite-Lived Intangible Asset, Useful Life	2 years 2 months
Finite-Lived Trademarks, Gross	3,297,000		3,658,000
Finite-Lived Intangible Assets, Gross	20,422,000		23,015,000
Finite-Lived Intangible Assets, Accumulated Amortization	(2,777,000)		(1,807,000)
Intangible Assets, Net (Excluding Goodwill)	17,645,000		21,208,000
Amortization of Intangible Assets	1,200,000	100,000
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year	1,053,000
Finite-Lived Intangible Assets, Amortization Expense, Year Two	2,103,000
Finite-Lived Intangible Assets, Amortization Expense, Year Three	1,732,000
Finite-Lived Intangible Assets, Amortization Expense, Year Four	1,158,000
Finite-Lived Intangible Assets, Amortization Expense, Year Five	1,096,000
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	10,503,000
Intangible Assets, Net (Excluding Goodwill)	17,645,000		21,208,000
Agricultural [Member]
Goodwill [Roll Forward]
Goodwill at beginning of period	11,522,000	19,841,000
Goodwill, Translation and Purchase Accounting Adjustments	0	(7,289,000)
Foreign currency translation	(993,000)	(904,000)
Goodwill at end of period	10,529,000	11,648,000
Earthmoving/construction [Member]
Goodwill [Roll Forward]
Goodwill at beginning of period	13,419,000	0
Goodwill, Translation and Purchase Accounting Adjustments	0	0
Foreign currency translation	(1,605,000)	0
Goodwill at end of period	$ 11,814,000	$ 0

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ACCOUNTING POLICIES (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 7.875% senior secured notes [Member]	Jun. 30, 2013 5.625% convertible senior subordinated notes [Member]	Dec. 31, 2012 5.625% convertible senior subordinated notes [Member]
Organization And Accounting Policies [Line Items]
Debt Instrument, Interest Rate, Stated Percentage					7.875%	5.625%
Senior Notes	$ 544,100,000		$ 544,100,000
Convertible Debt	60,200,000		60,200,000			60,161,000	112,881,000
Debt Instrument, Fair Value Disclosure	579,500,000		579,500,000
Common Stock, Dividends, Per Share, Declared	$ 0.005	$ 0.005	$ 0.01	$ 0.01
Interest paid	800,000	300,000	16,375,000	11,856,000
Income taxes paid	$ 27,200,000	$ 37,000,000	$ 37,207,000	$ 46,944,000

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Earnings per share (EPS) were as follows (amounts in thousands, except per share data):

	Three months ended
	June 30, 2013					June 30, 2012
	Titan Net income		Weighted- average shares	Per share  amount		Titan Net income		Weighted- average shares	Per share  amount
Basic earnings per share	$	23,217	53,426	$	0.43	$	44,056	42,158	$	1.05
Effect of stock options/trusts	—		280			—		270
Effect of convertible notes	609		5,798			1,143		11,088
Diluted earnings per share	$	23,826	59,504	$	0.40	$	45,199	53,516	$	0.84

	Six months ended
	June 30, 2013					June 30, 2012
	Titan Net income		Weighted- average shares	Per share  amount		Titan Net income		Weighted- average shares	Per share  amount
Basic earnings per share	$	42,692	52,625	$	0.81	$	79,475	42,132	$	1.89
Effect of stock options/trusts	—		290			—		272
Effect of convertible notes	1,381		6,612			2,286		11,088
Diluted earnings per share	$	44,073	59,527	$	0.74	$	81,761	53,492	$	1.53

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net income	$ 22,856	$ 44,325	$ 42,245	$ 79,719
Unrealized gain (loss) on investments, net of tax of $0, and $3,475, respectively	0	(5,580)	(3)	337
Currency translation adjustment, net	(25,171)	(8,136)	(25,367)	(4,569)
Pension liability adjustments, net of tax of $527, and $491, respectively	1,070	836	2,021	1,672
Comprehensive income	(1,245)	31,445	18,896	77,159
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	(3,167)	269	(3,158)	244
Comprehensive income attributable to Titan	$ 1,922	$ 31,176	$ 22,054	$ 76,915

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GOODWILL

6 Months Ended

Jun. 30, 2013

GOODWILL [Abstract]

Goodwill Disclosure [Text Block]

GOODWILL AND INTANGIBLE ASSETS

Changes in goodwill consisted of the following (amounts in thousands):

	2013									2012
				Earthmoving/									Earthmoving/
	Agricultural			Construction						Agricultural			Construction
	Segment			Segment			Total			Segment			Segment		Total
Goodwill balance, January 1	$	11,522		$	13,419		$	24,941		$	19,841		$	—	$	19,841
Acquisition adjustment	—			—			—			(7,289		)	—		(7,289		)
Foreign currency translation	(993		)	(1,605		)	(2,598		)	(904		)	—		(904		)
Goodwill balance, June 30	$	10,529		$	11,814		$	22,343		$	11,648		$	—	$	11,648

The Company's agricultural segment goodwill balance is related to the acquisition of Goodyear's Latin American farm tire business which included the Sao Paulo, Brazil manufacturing facility. The Company's earthmoving/construction goodwill balance is related to the acquisition of Planet Group in August 2012. 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's consumer segment does not have any recorded goodwill.

The components of intangible assets consisted of the following (amounts in thousands):

	Weighted- Average Useful Lives (in Years)	June 30, 2013		December 31, 2012
Amortizable intangible assets:
Customer relationships	14.0	17,125		19,357
Patents, trademarks and other	2.2	3,297		3,658
Total at cost		20,422		23,015
Less accumulated amortization		(2,777	)	(1,807	)
		17,645		21,208

Amortization related to intangible assets for the six months ended June 30, 2013 and 2012, totaled $1.2 million and $0.1 million, respectively. Intangible assets are included as a component of other assets in the consolidated condensed balance sheet.

The estimated aggregate amortization expense at June 30, 2013, is as follows (amounts in thousands):

July 1 - December 31, 2013	$	1,053
2014	2,103
2015	1,732
2016	1,158
2017	1,096
Thereafter	10,503
	$	17,645

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 424,387	$ 189,114
Accounts receivable, net	335,854	297,798
Inventories	368,963	366,385
Deferred income taxes	30,208	50,558
Prepaid and other current assets	87,557	92,268
Total current assets	1,246,969	996,123
Property, plant and equipment, net	554,154	568,344
Goodwill	22,343	24,941
Deferred income taxes	7,566	8,383
Other assets	113,515	112,444
Total assets	1,944,547	1,710,235
Current liabilities
Short-term debt	105,110	145,801
Accounts payable	211,878	180,065
Other current liabilities	134,172	141,214
Total current liabilities	451,160	467,080
Long-term debt	638,846	441,438
Deferred income taxes	50,305	62,259
Other long-term liabilities	103,518	107,096
Total liabilities	1,243,829	1,077,873
Titan stockholders' equity
Common stock (no par, 120,000,000 shares authorized, 55,253,092 and 50,350,048 issued, respectively)	0	0
Additional paid-in capital	556,455	507,199
Retained earnings	215,564	173,407
Treasury stock (at cost, 1,724,107 and 1,787,844 shares, respectively)	(15,873)	(16,445)
Treasury stock reserved for deferred compensation	(1,075)	(1,075)
Accumulated other comprehensive loss	(77,107)	(56,469)
Total Titan stockholders' equity	677,964	606,617
Noncontrolling interests	22,754	25,745
Total equity	700,718	632,362
Total liabilities and equity	$ 1,944,547	$ 1,710,235

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DERIVATIVE FINANCIAL INSTRUMENTS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net		$ (0.6)
Interest Expense, Other		0.1
Derivative [Member]
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	(0.5)
Interest Expense, Other	0
Brazil Term Loan [Member]
Derivative [Line Items]
Unsecured Debt, Amount Outstanding	5.0	5.0
Titan Europe [Member] | Derivative [Member]
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	$ 0	$ 1.1

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net sales	$ 593,291	$ 459,233	$ 1,171,678	$ 922,321
Cost of sales	506,636	377,147	988,272	746,872
Gross profit	86,655	82,086	183,406	175,449
Selling, general & administrative expenses	43,653	23,410	86,096	54,245
Research and development expenses	2,801	1,189	5,503	2,697
Royalty expense	3,295	2,652	7,018	5,001
Supply agreement termination income	0	(26,134)	0	(26,134)
Income from operations	36,906	80,969	84,789	139,640
Interest expense	(13,069)	(6,217)	(23,510)	(12,512)
Convertible debt conversion charge	0	0	(7,273)	0
Gain on earthquake insurance recovery	22,451	0	22,451	0
Other income	(2,429)	613	(1,010)	3,724
Income before income taxes	43,859	75,365	75,447	130,852
Provision for income taxes	21,003	31,040	33,202	51,133
Net income	22,856	44,325	42,245	79,719
Net loss attributable to noncontrolling interests	(361)	269	(447)	244
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	(3,167)	269	(3,158)	244
Net income attributable to Titan	$ 23,217	$ 44,056	$ 42,692	$ 79,475
Earnings per common share:
Basic (in dollars per share)	$ 0.43	$ 1.05	$ 0.81	$ 1.89
Diluted (in dollars per share)	$ 0.40	$ 0.84	$ 0.74	$ 1.53
Average common shares outstanding:
Basic (in shares)	53,426	42,158	52,625	42,132
Diluted (in shares)	59,504	53,516	59,527	53,492
Dividends declared per common share:	$ 0.005	$ 0.005	$ 0.01	$ 0.01

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ACQUISITIONS (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2012	Dec. 15, 2012	Oct. 31, 2012	Oct. 19, 2012
Business Acquisition [Line Items]
Business Acquisition Exchanged Shares of Acquiree's Ordinary Stock		11
Available-for-sale Securities, Gross Realized Gains		$ 26,700,000
Titan Europe [Member]
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired			3.00%	97.00%
Stock Issued During Period, Shares, Acquisitions		6,257,051
Stock Issued During Period, Value, Acquisitions		121,800,000
Business Acquisition, Cost of Acquired Entity, Cash Paid				5,600,000
Business Acquisition, Purchase Price Allocation [Abstract]
Business Acquisition, Purchase Price Allocation, Current Assets, Cash and Cash Equivalents					39,122,000
Business Acquisition, Purchase Price Allocation, Current Assets, Receivables					128,585,000
Business Acquisition, Purchase Price Allocation, Current Assets, Inventory					178,407,000
Business Acquisition, Purchase Price Allocation, Deferred Income Taxes, Assets					22,068,000
Business Acquisition, Purchase Price Allocation, Current Assets, Prepaid Expense and Other Assets					21,745,000
Business Acquisition, Preacquisition Contingency, Amount					17,024,000
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment					217,309,000
Business Acquisition, Purchase Price Allocation, Other Assets					36,804,000
Business Acquisition, Purchase Price Allocation, Other Noncurrent Assets					8,414,000
Business Acquisition, Purchase Price Allocation, Current Liabilities, Long-term Debt					(96,822,000)
Business Acquisition, Purchase Price Allocation, Current Liabilities, Accounts Payable					(142,752,000)
Business Acquisition, Purchase Price Allocation, Current Liabilities					56,391,000
Business Acquisition, Purchase Price Allocation, Noncurrent Liabilities, Long-term Debt					(158,183,000)
Business Acquisition, Purchase Price Allocation, Deferred Income Taxes, Asset (Liability), Net					(12,636,000)
Business Acquisition, Purchase Price Allocation, Other Noncurrent Liabilities					31,874,000
Business Acquisition, Purchase Price Allocation, Assets Acquired (Liabilities Assumed), Net					170,820,000
Business Acquisition, Purchase Price Allocation, Current Liabilities, Other Liabilities					5,300,000
Business Combination, Bargain Purchase, Gain Recognized, Amount		11,700,000
Business Acquisition, Pro Forma Information [Abstract]
Net sales	1,313,277,000
Net income	87,344,000
Net income attributable to Titan	87,100,000
Basic earnings per share	$ 1.80
Diluted earnings per share	$ 1.50
Titan Europe [Member]
Business Acquisition [Line Items]
Available for Sale Security, Ownership Percentage				21.80%
Available-for-sale Securities				31,700,000
Business Acquisition, Cost of Acquired Entity, Purchase Price				$ 159,100,000

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2013

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

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.  Sales of Titan products to these companies were approximately $0.8 million and $1.4 million for the three and six months ended June 30, 2013, respectively, as compared to $0.7 million and $1.1 million for the three and six months ended June 30, 2012. Titan had trade receivables due from these companies of approximately $0.3 million at June 30, 2013, and approximately $0.2 million at December 31, 2012.  On other sales referred to Titan from the above manufacturing representative companies, commissions were approximately $0.6 million and $1.3 million for the three and six months ended June 30, 2013, respectively as compared to $0.7 million and $1.4 million for the three and six months ended June 30, 2012.

The Company has a 41.7% equity stake in Wheels India Limited, a company incorporated in India and listed on the National Stock Exchange in India. The Company had trade payables due to Wheels India of approximately $0.2 million at June 30, 2013, and approximately $0.4 million at December 31, 2012.

In the second quarter of 2013, the Company sold Titan Wheels Australia, a 100% owned subsidiary, to Titan National Australia Holdings, a 56% owned subsidiary operating as the Planet Corporation Group. The Company maintained financial control over Titan Wheels Australia and no gain or loss was recognized for the transaction.

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OTHER INCOME

6 Months Ended

Jun. 30, 2013

Other Income and Expenses [Abstract]

OTHER INCOME, NET

OTHER INCOME (EXPENSE)

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

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Interest income	$	1,530		$	180		$	1,931		$	385
Discount amortization on prepaid royalty	787			933			1,703			1,972
Other income	468			181			1,238			665
Wheels India Limited equity gain	460			—			275			—
Building rental income	224			188			404			363
Investment gain (loss) related to contractual obligation investments	213			(473		)	93			795
Currency exchange loss	(6,111		)	(396		)	(6,654		)	(456		)
	$	(2,429	)	$	613		$	(1,010	)	$	3,724

The Company's investment in Wheels India Limited increased from 35.9% to 41.7% during the second quarter of 2013.

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OTHER INCOME (Tables)

6 Months Ended

Jun. 30, 2013

OTHER INCOME, NET [Abstract]

Interest and Other Income [Table Text Block]

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

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Interest income	$	1,530		$	180		$	1,931		$	385
Discount amortization on prepaid royalty	787			933			1,703			1,972
Other income	468			181			1,238			665
Wheels India Limited equity gain	460			—			275			—
Building rental income	224			188			404			363
Investment gain (loss) related to contractual obligation investments	213			(473		)	93			795
Currency exchange loss	(6,111		)	(396		)	(6,654		)	(456		)
	$	(2,429	)	$	613		$	(1,010	)	$	3,724

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PROPERTY, PLANT AND EQUIPMENT, NET (Details) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 981,176,000		$ 979,885,000
Less accumulated depreciation	(427,022,000)		(411,541,000)
Property, Plant and Equipment, Net	554,154,000		568,344,000
Depreciation	37,800,000	22,600,000
Capital Leased Assets, Gross	9,400,000
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	64,270,000		66,012,000
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	190,173,000		192,135,000
Capital Leased Assets, Gross	4,400,000		4,500,000
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	566,225,000		555,261,000
Capital Leased Assets, Gross	35,800,000		36,000,000
Tools, Dies and Molds [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	103,112,000		117,341,000
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 57,396,000		$ 49,136,000

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INCOME TAXES (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
INCOME TAXES [Abstract]
Income Tax Expense (Benefit)	$ 21,003,000	$ 31,040,000	$ 33,202,000	$ 51,133,000
Effective Income Tax Rate, Continuing Operations			44.00705%	39.07697%
Unrecognized Tax Benefits	17,900,000		17,900,000		14,300,000
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	14,200,000		14,200,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 3,000,000		$ 3,000,000		$ 2,400,000

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REVOLVING CREDIT FACILITY AND LONG-TERM DEBT (Tables)

6 Months Ended

Jun. 30, 2013

Debt Instrument [Line Items]

Schedule of Long-term Debt Instruments [Table Text Block]

Long-term debt consisted of the following (amounts in thousands):

	June 30, 2013		December 31, 2012
7.875% senior secured notes due 2017 - Issued 2013	$	325,000	$	—
Unamortized premium based on 7.875% notes issued 2013	19,111		—
7.875% senior secured notes due 2017 - Issued 2010	200,000		200,000
European credit facilities	82,114		202,097
5.625% convertible senior subordinated notes due 2017	60,161		112,881
Other debt	54,744		69,151
Capital leases	2,826		3,110
	743,956		587,239
Less amounts due within one year	105,110		145,801
	$	638,846	$	441,438

Schedule of Maturities of Long-term Debt [Table Text Block]

Aggregate maturities of long-term debt at June 30, 2013, were as follows (amounts in thousands):

July 1 - December 31, 2013	$	102,426
2014	20,762
2015	9,857
2016	18,814
2017	589,589
Thereafter	2,508
	$	743,956

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consisted of the following (amounts in thousands):

	June 30, 2013			December 31, 2012
Raw material	$	134,840		$	153,308
Work-in-process	56,789			69,030
Finished goods	184,750			154,785
	376,379			377,123
Adjustment to LIFO basis	(7,416		)	(10,738		)
	$	368,963		$	366,385

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PROPERTY, PLANT AND EQUIPMENT, NET (Tables)

6 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment, net consisted of the following (amounts in thousands):

	June 30, 2013			December 31, 2012
Land and improvements	$	64,270		$	66,012
Buildings and improvements	190,173			192,135
Machinery and equipment	566,225			555,261
Tools, dies and molds	103,112			117,341
Construction-in-process	57,396			49,136
	981,176			979,885
Less accumulated depreciation	(427,022		)	(411,541		)
	$	554,154		$	568,344

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PROPERTY, PLANT AND EQUIPMENT, NET

6 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consisted of the following (amounts in thousands):

	June 30, 2013			December 31, 2012
Land and improvements	$	64,270		$	66,012
Buildings and improvements	190,173			192,135
Machinery and equipment	566,225			555,261
Tools, dies and molds	103,112			117,341
Construction-in-process	57,396			49,136
	981,176			979,885
Less accumulated depreciation	(427,022		)	(411,541		)
	$	554,154		$	568,344

Depreciation on fixed assets for the six months ended June 30, 2013 and 2012, totaled $37.8 million and $22.6 million, respectively.

Included in the total building and improvements are capital leases of $4.4 million and $4.5 million at June 30, 2013, and December 31, 2012, respectively. Included in the total of machinery and equipment are capital leases of $35.8 million and $36.0 million at June 30, 2013, and December 31, 2012, respectively.

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SUPPLY AGREEMENT TERMINATION INCOME (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
SUPPLY AGREEMENT TERMINATION INCOME [Abstract]
Supply agreement termination income	$ 0	$ 26,134	$ 0	$ 26,134

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Notes)

6 Months Ended

Jun. 30, 2013

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract]

Comprehensive Income (Loss) Note [Text Block]

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 April 1, 2013	$	(21,084	)	$	—	$	(34,728	)	$	(55,812	)
Other comprehensive income (loss) before
reclassifications	(22,365		)	—		—			(22,365		)
Reclassification adjustments:
Amortization of unrecognized losses and prior
service cost, net of tax of $(586)	—			—		1,070			1,070
Balance at June 30, 2013	$	(43,449	)	$	—	$	(33,658	)	$	(77,107	)

	Currency Translation Adjustments			Unrealized Gain (Loss) on Investments			Unrecognized Losses and Prior Service Cost			Total
Balance at January 1, 2013	$	(20,793	)	$	3		$	(35,679	)	$	(56,469	)
Other comprehensive income (loss) before
reclassifications	(22,656		)	(3		)	—			(22,659		)
Reclassification adjustments:
Amortization of unrecognized losses and prior
service cost, net of tax of $(1,113)	—			—			2,021			2,021
Balance at June 30, 2013	$	(43,449	)	$	—		$	(33,658	)	$	(77,107	)

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SUPPLY AGREEMENT TERMINATION INCOME (Tables)

6 Months Ended

Jun. 30, 2013

SUPPLY AGREEMENT TERMINATION INCOME [Abstract]

Supply Commitment [Table Text Block]

Supply agreement termination income consisted of the following (amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Supply agreement termination income	$	—	$	26,134	$	—	$	26,134

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REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

Long-term debt consisted of the following (amounts in thousands):

	June 30, 2013		December 31, 2012
7.875% senior secured notes due 2017 - Issued 2013	$	325,000	$	—
Unamortized premium based on 7.875% notes issued 2013	19,111		—
7.875% senior secured notes due 2017 - Issued 2010	200,000		200,000
European credit facilities	82,114		202,097
5.625% convertible senior subordinated notes due 2017	60,161		112,881
Other debt	54,744		69,151
Capital leases	2,826		3,110
	743,956		587,239
Less amounts due within one year	105,110		145,801
	$	638,846	$	441,438

Aggregate maturities of long-term debt at June 30, 2013, were as follows (amounts in thousands):

July 1 - December 31, 2013	$	102,426
2014	20,762
2015	9,857
2016	18,814
2017	589,589
Thereafter	2,508
	$	743,956

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 Tire Corporation of Bryan, Titan Tire Corporation of Freeport and Titan Wheel Corporation of Illinois.  The Company’s senior secured notes outstanding balance was $525.0 million at June 30, 2013 including $200.0 million issued in 2010 and $325.0 million issued in 2013. The 2013 amount was issued at a premium. Otherwise, all the notes have the same terms. The senior secured notes issued in 2013 have an imputed interest rate of 6.277% and an unamortized premium balance of $19.1 million at June 30, 2013.

Titan Europe credit facilities

The Titan Europe credit facilities contain borrowings from various institutions totaling $82.1 million at June 30, 2013. Maturity dates on this debt range from less than one year to eleven years and interest rates range from 2% to 6.9%. The European facilities are secured by the assets of select European subsidiaries.

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 notes balance was $60.2 million at June 30, 2013.

In the first quarter of 2013, the Company closed an Exchange Agreement with a note holder of the convertible notes. The two parties privately negotiated an agreement to exchange approximately $52.7 million in aggregate principal amount of the convertible notes for approximately 4.9 million shares of the Company's common stock plus a cash payment totaling $14.2 million. In connection with this exchange, the Company recognized a charge of $7.3 million in accordance with accounting standards related to debt conversions.

Revolving credit facility

The Company’s $150 million revolving credit facility (credit facility) with agent Bank of America, N.A. has a December 2017 termination date and is collateralized by the accounts receivable and inventory of Titan and certain of its domestic subsidiaries.  During the first six months of 2013 and at June 30, 2013, there were no borrowings under the credit facility.

Other debt

Brazil Revolving Line of Credit

The Company's wholly-owned Brazilian subsidiary, Titan Pneus Do Brasil Ltda (Titan Brazil), has a revolving line of credit (Brazil line of credit) established with Bank of America Merrill Lynch Banco Multiplo S.A. in May 2011. Titan Brazil could borrow up to 16.0 million Brazilian Reais, which equates to approximately $7.2 million dollars as of June 30, 2013, for working capital purposes. Under the terms of the Brazil line of credit, borrowings, if any, bear interest at a rate of 1 month LIBOR plus 247 basis points. During the first six months of 2013 and at June 30, 2013 there were no borrowings outstanding on this line of credit.

Brazil Other Debt

Titan Brazil has working capital loans for the Sao Paulo, Brazil manufacturing facility totaling $9.3 million at June 30, 2013.

Australia Other Debt

Titan National Australia Holdings has capital leases totaling $1.2 million at June 30, 2013.

Titan Europe Other Debt

Titan Europe has overdraft facilities totaling $44.2 million at June 30, 2013.

Titan Europe Capital Leases

Titan Europe has capital lease obligations totaling $2.8 million at June 30, 2013.

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INVENTORIES

6 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

INVENTORIES

Inventories consisted of the following (amounts in thousands):

	June 30, 2013			December 31, 2012
Raw material	$	134,840		$	153,308
Work-in-process	56,789			69,030
Finished goods	184,750			154,785
	376,379			377,123
Adjustment to LIFO basis	(7,416		)	(10,738		)
	$	368,963		$	366,385

At June 30, 2013, approximately 14% of the Company's inventories were valued under the last-in, first-out (LIFO) method. At December 31, 2012, approximately 16% of the Company's inventories were valued under the LIFO method. The remaining inventories were valued under the first-in, first-out (FIFO) method or average cost method. All inventories are valued at lower of cost or market. The LIFO reserve decreased primarily as a result of the composition of inventory. An overall increase in raw material relative to total inventory resulted in a greater decrease in the FIFO cost versus the LIFO cost.

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $) In Thousands, except Share data	Total USD ($)	Common Stock [Member]	Additional paid-in capital [Member] USD ($)	Retained earnings [Member] USD ($)	Treasury stock [Member] USD ($)	Treasury stock reserved for deferred compensation [Member] USD ($)	Accumulated other comprehensive income (loss) [Member] USD ($)	Parent [Member] USD ($)	Noncontrolling interest [Member] USD ($)
Balance, Beginning at Dec. 31, 2012	$ 632,362		$ 507,199	$ 173,407	$ (16,445)	$ (1,075)	$ (56,469)	$ 606,617	$ 25,745
Balance, Beginning (in shares) at Dec. 31, 2012		48,562,204
Net income	42,245			42,692				42,692	(447)
Currency translation adjustment	(25,367)						(22,656)	(22,656)
Pension liability adjustments, net of tax	2,021						2,021	2,021
Unrealized loss on investments, net of tax	(3)						(3)	(3)
Dividends on common stock	(535)			(535)				(535)
Note conversion	(45,903)
Exercise of stock options	841		405		436			841
Exercise of stock options (in shares)		48,568
Acquisitions	167							0	167
Stock-based compensation	2,800		2,800					2,800
Tax benefit related to stock-based compensation	(42)		(42)					(42)
Issuance of treasury stock under 401(k) plan	326		190		136			326
Issuance of treasury stock under 401(k) plan (in shares)		15,169
Balance, Ending at Jun. 30, 2013	700,718		556,455	215,564	(15,873)	(1,075)	(77,107)	677,964	22,754
Balance, Ending (in shares) at Jun. 30, 2013		53,528,985
Balance, Beginning at Mar. 31, 2013
Net income	22,856
Currency translation adjustment	(25,171)
Pension liability adjustments, net of tax	1,070
Note conversion	(45,903)		(45,903)					(45,903)
Note conversion (in shares)		4,903,044
Balance, Ending at Jun. 30, 2013	$ 700,718		$ 556,455			$ (1,075)		$ 677,964
Balance, Ending (in shares) at Jun. 30, 2013		53,528,985

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ACCOUNTS RECEIVABLE (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Receivables [Abstract]
Accounts receivable	$ 343,599	$ 302,928
Allowance for doubtful accounts	(7,745)	(5,130)
Accounts receivable, net	$ 335,854	$ 297,798

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value, Measurement Inputs, Disclosure [Table Text Block]

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

	June 30, 2013										December 31, 2012
	Total			Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3
Contractual obligation investments	$	7,502		$	7,502	$	—		$	—	$	7,408		$	7,408	$	—		$	—
Interest rate swap	—			—		—			—		1,048			—		1,048			—
Preferred stock	250			—		—			250		250			—		—			250
Derivative financial instruments liability	(145		)	—		(145		)	—		(7,376		)	—		(7,376		)	—
Total	$	7,607		$	7,502	$	(145	)	$	250	$	1,330		$	7,408	$	(6,328	)	$	250

Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Table Text Block]

The following table presents the changes during the periods presented in Titan's Level 3 investments that are measured at fair value on a recurring basis (amounts in thousands):

	Preferred stock
Balance at December 31, 2012	$	250
Total realized and unrealized gains and losses	—
Balance as of June 30, 2013	$	250

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ACQUISITIONS (Tables) (Titan Europe [Member])

6 Months Ended

Jun. 30, 2013

Titan Europe [Member]

Business Acquisition [Line Items]

Schedule of Purchase Price Allocation [Table Text Block]

The purchase price allocation of the Titan Europe acquisition consisted of the following (amounts in thousands):

Cash	$	39,122
Accounts receivable	128,585
Inventories	178,407
Deferred income taxes - current asset	22,068
Prepaid & other current assets	21,745
Earthquake insurance receivable	17,024
Property, plant & equipment	217,309
Investment in Wheels India Limited	36,804
Other assets	8,414
Short term debt	(96,822		)
Accounts payable	(142,752		)
Other current liabilities	(56,391		)
Long term debt	(158,183		)
Deferred income taxes - noncurrent liability	(12,636		)
Other noncurrent liabilities	(31,874		)
Net assets acquired	$	170,820

Business Acquisition, Pro Forma Information [Table Text Block]

Pro forma financial information is as follows (in thousands, except per share data):

	Six Months ended June 30, 2012
Net sales	$	1,313,277
Net income	87,344
Net income attributable to Titan	87,100
Basic earnings per share	$	1.80
Diluted earnings per share	1.50

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income attributable to Titan	$ 23,217	$ 44,056	$ 42,692	$ 79,475
Dilutive Securities, Effect on Basic Earnings Per Share, Including Options and Restrictive Stock Units	0	0	0	0
Dilutive Securities, Effect on Basic Earnings Per Share	609	1,143	1,381	2,286
Titan Net income (loss)	$ 23,826	$ 45,199	$ 44,073	$ 81,761
Weighted Average Number of Shares Outstanding, Basic	53,426	42,158	52,625	42,132
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	280	270	290	272
Incremental Common Shares Attributable to Conversion of Debt Securities	5,798	11,088	6,612	11,088
Weighted-average shares	59,504	53,516	59,527	53,492
Earnings Per Share, Basic	$ 0.43	$ 1.05	$ 0.81	$ 1.89
Earnings Per Share, Diluted	$ 0.40	$ 0.84	$ 0.74	$ 1.53

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LEASE COMMITMENTS (Details) (USD $)	Jun. 30, 2013
Operating Leases, Future Minimum Payments Due [Abstract]
2013	$ 7,401,000
2014	7,320,000
2015	4,627,000
2016	3,590,000
2017	5,776,000
Total future minimum lease payments	28,714,000
Capital Leased Assets, Gross	9,400,000
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2013	854,000
2014	899,000
2015	522,000
2016	304,000
2017	135,000
Thereafter	112,000
Total future capital lease obligation payments	2,826,000
Less amount representing interest	(171,000)
Present value of future capital lease obligation payments	$ 2,655,000

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EMPLOYEE BENEFIT PLANS

6 Months Ended

Jun. 30, 2013

EMPLOYEE BENEFIT PLANS [Abstract]

Compensation and Retirement Disclosure [Abstract]

EMPLOYEE BENEFIT PLANS

The Company has three frozen defined benefit pension plans covering certain employees or former employees of three U.S. subsidiaries. The Company also has pension plans covering certain employees of several foreign subsidiaries. The Company also sponsors four 401(k) retirement savings plans in the U.S. and a number of defined contribution plans at foreign subsidiaries. The Company contributed approximately $3.2 million to the pension plans during the six months ended June 30, 2013 and expects to contribute approximately $3.6 million to the pension plans during the remainder of 2013.

The components of net periodic pension cost consisted of the following (amounts in thousands):

	Three months ended						Six months ended
	June 30,						June 30,
	2013			2012			2013			2012
Service cost	$	214		$	—		$	386		$	—
Interest cost	1,350			1,133			2,704			2,266
Expected return on assets	(1,396		)	(1,252		)	(2,792		)	(2,504		)
Amortization of unrecognized prior service cost	34			34			68			68
Amortization of net unrecognized loss	1,317			1,293			2,635			2,586
Net periodic pension cost	$	1,519		$	1,208		$	3,001		$	2,416

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WARRANTY

6 Months Ended

Jun. 30, 2013

Product Warranties Disclosures [Abstract]

WARRANTY COSTS

WARRANTY

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

	2013			2012
Warranty liability, January 1	$	27,482		$	17,659
Provision for warranty liabilities	24,078			15,568
Warranty payments made	(17,079		)	(12,040		)
Warranty liability, June 30	$	34,481		$	21,187

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 Condensed Balance Sheets.

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SEGMENT INFORMATION ASSETS (details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Assets	$ 1,944,547	$ 1,710,235
Agricultural [Member]
Segment Reporting Information [Line Items]
Assets	716,139	630,222
Earthmoving/construction [Member]
Segment Reporting Information [Line Items]
Assets	798,040	851,995
Consumer [Member]
Segment Reporting Information [Line Items]
Assets	144,476	142,341
Unallocated Amount to Segment [Member]
Segment Reporting Information [Line Items]
Assets	$ 285,892	$ 85,677

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GAIN ON EARTHQUAKE INSURANCE RECOVERY (Notes)

6 Months Ended

Jun. 30, 2013

GAIN ON EARTHQUAKE INSURANCE RECOVERY [Abstract]

Business Insurance Recoveries [Text Block]

GAIN ON EARTHQUAKE INSURANCE RECOVERY

Gain on earthquake insurance recovery consisted of the following (amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Gain on earthquake insurance recovery	$	22,451	$	—	$	22,451	$	—

Titan Europe's wheel manufacturing facility in Finale Emilia, Italy experienced damage from an earthquake in May 2012, prior to Titan's acquisition of Titan Europe.  The plant was closed for production during initial remedial work. This resulted in a limited transfer of production to other facilities within Titan Europe as well as sourcing product from facilities in the US owned by Titan and competitors.  In the second quarter of 2013, Titan received a final insurance settlement payment of $38.7 million, which offset the earthquake insurance receivable and resulted in a gain of $22.5 million.

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ROYALTY EXPENSE

6 Months Ended

Jun. 30, 2013

Royalty Expense [Abstract]

ROYALTY EXPENSE

ROYALTY EXPENSE

The Company has a trademark license agreement with Goodyear to manufacture and sell certain tires in North America and Latin America under the Goodyear name.  The North American and Latin American farm tire royalties were prepaid for seven years as part of the 2011 Goodyear Latin American farm tire acquisition. In May 2012, the Company and Goodyear entered into an agreement under which Titan will sell certain non-farm tire products directly to third party customers and pay a royalty to Goodyear. Royalty expenses recorded were $3.3 million and $2.7 million for the quarters ended June 30, 2013 and 2012, respectively. Royalty expenses were $7.0 million and $5.0 million for the six months ended June 30, 2013 and 2012, respectively.

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Document and Entitiy Information	6 Months Ended
	Jun. 30, 2013	Jul. 22, 2013
Document Information [Line Items]
Entity Registrant Name	TITAN INTERNATIONAL INC
Entity Central Index Key	0000899751
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		53,539,136

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SUPPLY AGREEMENT TERMINATION INCOME (Notes)

6 Months Ended

Jun. 30, 2013

SUPPLY AGREEMENT TERMINATION INCOME [Abstract]

Purchase and Supply Commitment, Excluding Long-term Commitment [Text Block]

13. SUPPLY AGREEMENT TERMINATION INCOME

Supply agreement termination income consisted of the following (amounts in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2013		2012		2013		2012
Supply agreement termination income	$	—	$	26,134	$	—	$	26,134

The Company's April 2011 acquisition of Goodyear's farm tire business included a three year supply agreement with Goodyear for certain non-farm tire products. A liability was recorded as the supply agreement was for sales at below market prices. In May 2012, the Company and Goodyear terminated this supply agreement and entered into an agreement under which Titan will sell these products directly to third party customers and pay a royalty to Goodyear. The remaining balance of the supply agreement liability was recorded as income as the Company is no longer obligated to sell the products at below market prices.

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ROYALTY EXPENSE (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Royalty Expense [Abstract]
Royalty Expense	$ 3,295	$ 2,652	$ 7,018	$ 5,001

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EMPLOYEE BENEFIT PLANS (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
EMPLOYEE BENEFIT PLANS [Abstract]
Defined Benefit Plan, Contributions by Employer			$ 3,200,000
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year	3,600,000		3,600,000
Defined Benefit Plan, Service Cost	214,000	0	386,000	0
Defined Benefit Plan, Interest Cost	1,350,000	1,133,000	2,704,000	2,266,000
Defined Benefit Plan, Expected Return on Plan Assets	(1,396,000)	(1,252,000)	(2,792,000)	(2,504,000)
Other Comprehensive Income (Loss), Amortization, Pension and Other Postretirement Benefit Plans, Net Prior Service Cost (Credit) Recognized in Net Periodic Benefit Cost, before Tax	34,000	34,000	68,000	68,000
Defined Benefit Plan, Amortization of Gains (Losses)	1,317,000	1,293,000	2,635,000	2,586,000
Defined Benefit Plan, Net Periodic Benefit Cost	$ 1,519,000	$ 1,208,000	$ 3,001,000	$ 2,416,000