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EXHIBIT 10
TITAN INTERNATIONAL, INC.
TITAN INVESTMENT CORPORATION
TITAN CREDIT CORPORATION
THIRD AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT
Harris Trust and Savings Bank,
as Agent
111 West Monroe Street
Chicago, Illinois 60603
The Banks party to the
Credit Agreement identified
and defined below
Ladies and Gentlemen:
Reference is hereby made to that certain Multicurrency Credit Agreement
dated as of September 17, 1998 (as amended, the "Credit Agreement") by and among
Titan International, Inc., an Illinois corporation (the "Company"), Titan
Investment Corporation, an Illinois corporation ("Titan Investment"), and Titan
Credit Corporation, a Nevada corporation ("Titan Credit"; the Company, Titan
Investment and Titan Credit being hereinafter referred to collectively as the
"Borrowers" and individually as a "Borrower") and each of you (the "Banks")
pursuant to which the Banks currently extend credit to the Borrowers.
Capitalized terms used herein shall have the same meaning herein as such terms
have in the Credit Agreement unless otherwise specified.
The Borrowers have requested that the Banks make certain amendments to
the Credit Agreement. The Required Banks have agreed to accommodate such
requests by the Borrowers on the terms and conditions set forth in this Third
Amendment to Multicurrency Credit Agreement (the "Amendment").
SECTION 1. DECREASE IN COMMITMENTS.
Upon the execution of this Amendment by the Borrowers, the Agent and
the Required Banks, the Commitments for all the Banks shall be reduced to
$115,000,000. Accordingly, upon such execution, the amount of each Bank's
Commitment set forth opposite its name on its signature page to the Credit
Agreement (or, if relevant, on an assignment agreement pursuant to Section 15.12
of the Credit Agreement, as the case may be) shall be supplemented so as to
reflect such Bank's Commitment as follows:
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BANK AMOUNT OF COMMITMENT
Harris Trust and Savings Bank $ 16,100,000.00
Bank One, NA $ 13,800,000.00
Bank of America, N.A. (formerly NationsBank, N.A.) $ 13,800,000.00
Comerica Bank $ 16,100,000.00
SunTrust Bank $ 13,800,000.00
ABN AMRO Bank N.V. $ 13,800,000.00
Standard Federal Bank (formerly Michigan National Bank) $ 9,200,000.00
The Bank of New York $ 9,200,000.00
Firstar Bank of Milwaukee, N.A. $ 9,200,000.00
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Total $115,000,000.00
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To further effectuate the foregoing, upon the effectiveness of this Amendment as
hereinafter set forth, Section 1.1 of the Credit Agreement shall be and hereby
is amended by striking the amount "$175,000,000" wherever appearing therein and
substituting therefor the amount "$115,000,000".
SECTION 2. AMENDMENTS.
Upon the effectiveness of this Amendment as hereinafter set forth, the
Credit Agreement shall be and hereby is amended as follows:
2.1. Section 7.1 of the Credit Agreement shall be amended by amending
and restating in its entirety the definitions of "EBITDA" and "Termination Date"
to read as follows:
"EBITDA" means, for any period, EBIT for such period
plus all amounts deducted in arriving at such EBIT in respect
of all amounts properly charged for depreciation of fixed
assets and amortization of intangible assets during such
period on the books of the Company and its Subsidiaries plus
any amounts deducted in arriving at such EBIT in respect of
restructuring charges during such period; provided, however,
that the amount of any such add back for restructuring charges
shall not exceed 5% of the total assets shown on the
quarter-end consolidated balance sheet of the Company and its
Subsidiaries in accordance with GAAP immediately prior to
giving effect to such charges.
"Termination Date" means December 31, 2001 or such
earlier date on which the Commitments are terminated in whole
pursuant to Sections 4.6, 4.7, 11.2 or 11.3 hereof.
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2.2. The first sentence of Section 10.13(a) of the Credit Agreement
shall be amended by deleting clause (y) thereof in its entirety and inserting in
its place the following:
(y) the amount of such non-excepted purchases, redemptions and
retirements in respect to capital stock (other than any such
purchase, redemption or retirement made in connection with the
Company's employee stock purchase plans) which are made during
the period from and including August 20, 2001 to and including
the Termination Date, would exceed $2,000,000 or
2.3. Section 10.13(b) of the Credit Agreement shall be amended by
deleting the amount "$125,000,000" appearing therein and inserting in its place
the amount "$135,000,000."
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Borrowers, the Agent and the Required Banks shall
have accepted this Amendment in the spaces provided for that purpose
below.
(b) The Guarantors shall have accepted this Amendment in the
spaces provided for that purpose below.
(c) The Borrowers and the Guarantors shall be in full
compliance with the terms of the Loan Documents and no Event of Default
or Default shall have occurred or be continuing after giving effect to
this Amendment.
(d) All other legal matters incident to the execution and
delivery hereof contemplated hereby and to the transactions
contemplated hereby shall be satisfactory to the Agent, the Required
Banks and their respective counsel.
(e) The Borrowers shall have paid to each Bank that has
executed this Amendment an amendment fee equal to 0.20% of such Bank's
Commitment after giving effect to Section 1 of this Amendment.
SECTION 4. REPRESENTATIONS REAFFIRMED.
In order to induce the Agent and the Required Banks to execute and
deliver this Amendment, each Borrower hereby represents to the Agent and the
Banks that immediately after giving effect to this Amendment, each of the
representations and warranties by such Borrower set forth in Section 8 of the
Credit Agreement as amended hereby (except those representations that relate
expressly to an earlier date) are and shall be true and correct (except that the
representations contained in Section 8.4 shall be deemed to refer to the most
recent financial statements of the Borrower delivered to the Banks pursuant to
Section 10.5 of the Credit
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Agreement) and that such Borrower and the Subsidiaries are and shall be in full
compliance with the terms of the Credit Agreement as so amended and the Loan
Documents and that no Event of Default or Default shall be continuing or shall
result after giving effect to this Amendment.
SECTION 5. MISCELLANEOUS.
This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed shall be an original but all of which shall constitute one and the same
instrument. Except as specifically waived or amended hereby, all of the terms
and conditions of the Credit Agreement shall stand and remain unchanged and in
full force and effect. No reference to this Amendment need be made in any note,
instrument or other document making reference to the Credit Agreement, any
reference to the Credit Agreement in any such note, instrument or other document
(including, without limitation, the Loan Documents) to be deemed to be a
reference to the Credit Agreement as amended hereby. The Borrowers agree to pay
on demand all reasonable costs and expenses of or incurred by the Agent in
connection with the negotiation, preparation, execution and delivery of this
Amendment, including the reasonable fees and expenses of counsel for the Agent.
THIS INSTRUMENT SHALL BE CONSTRUED AND GOVERNED BY AND IN ACCORDANCE
WITH THE LAWS OF THE STATE OF ILLINOIS (WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS).
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the Borrowers, the Guarantors and the Required
Banks have executed and delivered this Amendment as of the day and year below
written.
Dated as of this 20th day of August, 2001.
TITAN INTERNATIONAL, INC.
By /s/ Maurice M. Taylor, Jr.
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Title President
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TITAN INVESTMENT CORPORATION
By /s/ Kent W. Hackamack
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Title Treasurer
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TITAN CREDIT CORPORATION
By /s/ Kent W. Hackamack
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Title Treasurer
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Each of the undersigned consents to the above Amendment and
acknowledges and agrees that all of its obligations under Section 14 of the
Credit Agreement and under each relevant Guarantee Agreement dated as of
September 17, 1998 (collectively, the "Guaranty") remain in full force and
effect for the benefit and security of, among other things, the Credit Agreement
as modified hereby. Each of the undersigned further acknowledges and agrees that
all references in the Guaranty to the Credit Agreement shall be deemed a
reference to the Credit Agreement as amended hereby. Each of the undersigned
agrees to execute and deliver any and all instruments or documents as may be
required by the Agent or the Required Banks to confirm any of the foregoing.
Each of the undersigned agrees that its consent to this Amendment is not
required and that its consent to any further amendments of the Credit Agreement
shall not be required as a result of this consent having been obtained.
TITAN DISTRIBUTION, INC.
By /s/ Kent W. Hackamack
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Title Treasurer
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TITAN WHEEL CORPORATION OF ILLINOIS
By /s/ Kent W. Hackamack
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Title Treasurer
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TITAN WHEEL CORPORATION OF IOWA
By /s/ Kent W. Hackamack
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Title Treasurer
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TITAN WHEEL CORPORATION OF VIRGINIA
By /s/ Kent W. Hackamack
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Title Treasurer
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TITAN TIRE CORPORATION
By /s/ Kent W. Hackamack
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Title Treasurer
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AUTOMOTIVE WHEELS, INC.
By /s/ Kent W. Hackamack
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Title Treasurer
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DYNEER CORPORATION
By /s/ Kent W. Hackamack
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Title Treasurer
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Accepted and agreed to.
HARRIS TRUST AND SAVINGS BANK, in its
individual capacity as a Bank and as
Agent
By /s/ Mark W. Piekos
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Title Vice President
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BANK ONE, NA (formerly known as The First
National Bank of Chicago)
By /s/ Kevin L.Gillen
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Title Vice President
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BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A.)
By /s/ Steven Ahrenholz
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Title Principal
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COMERICA BANK
By /s/ Neran Shaya
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Title Vice President
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SUNTRUST BANK
By /s/ Linda L.Dash
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Title Vice President
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ABN AMRO BANK N.V.
By /s/ Judith M. Bresnen
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Title Group Vice President
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By /s/ W. P. Fischer
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Title Senior Vice President
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STANDARD FEDERAL BANK (formerly known as
Michigan National Bank)
By /s/ David J. Bartlett
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Title First Vice President
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THE BANK OF NEW YORK
By /s/ Stephen C. Brennan
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Title Vice President
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FIRSTAR BANK OF MILWAUKEE, N.A.
By /s/ Matthew J. Schulz
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Title Assistant Vice President
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