Exhibit
10.2


 





 


July 29, 2009


 


Titan Machinery, Inc


4876 Rocking Horse Circle


Fargo, ND 58103-7256


 


Attn: Ted O.
Christianson,


Vice President, Finance
and Treasurer


 


via
facsimile


 


Dear
Mr. Christianson:


 


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


 


The definition of “Interest
Rate” appearing in section 1.01 of the Agreement shall be deleted in its
entirety and replaced with the following:


 


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


 


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


 


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


 


CNH Capital


233 Lake Avenue


Racine, WI 53403


 

















 


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


 


Very truly yours,


CNH
Capital America LLC


 


 


	
  /s/ Mike Morrone

  	
   

  
	
  Mike
  Morrone, Director N.A. Commercial Lending

  	
   

  



 


Titan
Machinery, Inc. agrees to the above described amendment to the Amended and
Restated Wholesale Floor Plan Credit Facility and Security Agreement dated
November 13, 2007, as amended.


 


Titan
Machinery, Inc.


 


 


	
  /s/ Ted O. Christianson

  	
   

  
	
  Ted O.
  Christianson, Vice President, Finance and Treasurer

  	
   

  



 


2
















 





 


October 17,
2008


 


Titan
Machinery, Inc


Rocking
Horse Circle


4645
8th Avenue Southwest, Suite 1


Fargo,
North Dakota 58103-7256


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


 


Dear
Mr. Christianson:


 


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


 


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


 


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


 


In an accommodation to
Titan, CNH agreed to and shall continue to honor charging an interest rate of
Prime 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 interest
rate charged to Titan on all credit lines.


 


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


 


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


 


Titan is an extremely
important customer and CNH Capital would like to thank you for your continued
support. I hope this letter addresses each of Titan’s questions. If not, please
feel 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

  	
   

  



 


 


CNH
Capital


233
Lake Avenue


Racine,
WI 53403