**Exhibit10.2**

 

 

July 29, 2009

 

Titan Machinery, Inc

4876 Rocking Horse Circle

Fargo, ND 58103-7256

 

Attn: Ted O.Christianson,

Vice President, Financeand Treasurer

 

*viafacsimile*

 

DearMr. Christianson:

 

Titan Machinery, Inc(“Titan”) and CNH Capital America LLC (“CNH”) are parties to an Amended andRestated Wholesale Floor Plan Credit Facility and Security Agreement datedNovember 13, 2007, as amended (“Agreement”). The Agreement containscertain terms which the parties agree are no longer suitable for theAgreement’s intended purposes. To that end, the parties have previouslydiscussed and now wish to memorialize an amendment to the Agreement, whichamendment shall be effective September 1, 2009.

 

The definition of “InterestRate” appearing in section 1.01 of the Agreement shall be deleted in itsentirety and replaced with the following:

 

“Interest Rate”means the rate(s) of interest provided in the Wholesale Finance Plans oras otherwise agreed to in writing by the Borrower and Lender.

 

The parties heretofurther agree that between September 1, 2009 and December 31, 2009(inclusive), the rate of interest charged on the first $25,000,000 on CreditLine 7 shall be Prime +4.00%. The rate of interest charged on Credit Line 7after December 31, 2009, shall be the rate provided for in the WholesaleFinance Plans, unless otherwise agreed to in writing by the parties (theparties shall discuss the possibility of agreeing to an interest rate otherthan as provided in the Wholesale Finance Plans prior to November 30,2009).

 

All amounts owing undercredit lines other than Credit Line 7 shall accrue interest on and afterSeptember 1, 2009, at the rates of interest provided for in the WholesaleFinance Plans (Prime +6.00% as of the date of this letter). Titan shall be responsiblefor transferring units from Credit Line 1 upon the expiration of the interestfree period. Any amounts remaining on Credit Line 1 after the expiration of theinterest free period shall accrue interest at Prime +6.00%.

 

CNH Capital

233 Lake Avenue

Racine, WI 53403

 

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Except as specificallyamended herein, all other terms of the Agreement shall remain unchanged.

 

Very truly yours,

**CNHCapital America LLC**

 

 
| /s/ Mike Morrone                                    |   |
|-----------------------------------------------------|--------|
| **Mike  Morrone, Director N.A. Commercial Lending** |   |

 

TitanMachinery, Inc. agrees to the above described amendment to the Amended andRestated Wholesale Floor Plan Credit Facility and Security Agreement datedNovember 13, 2007, as amended.

 

**TitanMachinery, Inc.**

 

 
| /s/ Ted O. Christianson                                         |   |
|-----------------------------------------------------------------|--------|
| **Ted O.  Christianson, Vice President, Finance and Treasurer** |   |

 

2

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October 17,2008

 

TitanMachinery, Inc

RockingHorse Circle

46458th Avenue Southwest, Suite 1

Fargo,North Dakota 58103-7256

Attn:Ted O. Christianson, Vice President, Finance and Treasurer

 

DearMr. Christianson:

 

You inquired about TitanMachinery, Inc’s (“Titan”) interest rates under its wholesale lines with CNHCapital America LLC (“CNH”). Pursuant to the most recent written agreementbetween the parties (the Amended and Restated Wholesale Floor Plan CreditFacility and Security Agreement dated November 13, 2007 (“Agreement”)) therates of interest to be charged are as follows:

 

a) the PrimeRate plus 0.3% for credit lines 4, 5, 6, 7, 8, 9 and 11 (with respect to unitsfor such line as to which Titan selects the floating rate option); and

 

b) the PrimeRate plus 1.6% for credit lines 1 and 2.

 

In an accommodation toTitan, CNH agreed to and shall continue to honor charging an interest rate ofPrime for credit lines 4, 5, 6, 7, 8, 9 and 11 through December 31, 2008.As of January 1, 2009 the Agreement shall once again control the interestrate charged to Titan on all credit lines.

 

The Agreement is designedto run on a series of one year terms ending each August 31st, but automatically renewing each year unless one ofthe parties terminates the Agreement. Unless earlier terminated the Agreementshall terminate August 31, 2012. As August 31, 2009 draws closer CNHCapital will review its cost of funding and make a determination as to whetherto continue under the existing Agreement. In the event either party decides toterminate the Agreement, 90 days advanced written notice is required.

 

You also inquired aboutTitan’s aggregate credit limit with CNH Capital. Titan has been approved for anaggregate credit limit of $300,000,000. However, this approval is subject toall of the terms, conditions and requirements contained in any agreementbetween the parties, including but not limited to the Agreement.

 

Titan is an extremelyimportant customer and CNH Capital would like to thank you for your continuedsupport. I hope this letter addresses each of Titan’s questions. If not, pleasefeel free to call me at 262-636-5257.

 

Very truly yours,

CNH Capital America LLC

 

 
| /s/ James A. Marinaro                    |   |
|------------------------------------------|--------|
| James A. Marinaro,  Chief Credit Officer |   |

 

 

CNHCapital

233Lake Avenue

Racine,WI 53403

 

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