CONVERSION AGENT & INFORMATION AGENT AGREEMENTConversion Agent & Information Agent Agreement • January 22nd, 2007 • Titan International Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Titan International, Inc., an Illinois corporation (the “Company”), is offering to convert any and all of its outstanding 5.25% senior convertible notes due 2009 (the “Notes”) to shares of its common stock, no par value (“Common Stock”), at a conversion rate of 81 shares of Common Stock per $1,000 principal amount of Notes, less any fractional shares, subject to adjustment in accordance with the terms of the Notes, upon the terms and conditions set forth in its Conversion Offer Prospectus, dated , and any Prospectus supplements thereto (the “Conversion Offer”), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits A and B, respectively, and which together, as they may be amended from time to time, constitute the “Offer.” The “Expiration Date” shall be 5 p.m. New York City time, on February , 2007, as may be extended by the Company from time to time. Capitalized terms used herein but not otherwise defined herein shall have the meaning provided in the
