Exhibit 10.30


AMENDMENT TO KOBELCO CONSTRUCTION MACHINERY AMERICA LLC
DEALER AGREEMENT


THIS IS AN AMENDMENT to
the Kobelco Construction Machinery America LLC Dealer Agreement between Kobelco
Construction Machinery America LLC (“KCMA”) and Titan Machinery Inc. (“Dealer”)
dated November 14, 2007 (“Agreement”). In consideration of the mutual promises
of the parties hereinafter set forth, Dealer and KCMA agree to amend the
Agreement to include the following recitals, terms and obligations:


RECITALS


Dealer desires to
conduct a public offering of its common stock, which requires the prior
approval of KCMA under the Agreement now in effect between Dealer and KCMA, and
KCMA is willing to, and does hereby, approve a public offering of Dealer’s
stock (the “IPO”), upon agreement of the parties to the terms hereof; and


The size and geographic
diversity of Dealer’s CNH-branded dealership operations as presently
constituted make it unlike KCMA’s other North American dealers; and


A public offering of
Dealer’s stock would make Dealer’s CNH-branded dealership operations even more
unlike any of KCMA’s other North American dealers; and


The uniqueness of Dealer’s
circumstances warrant modifications to the Agreement now in effect between
Dealer and KCMA; and


Dealer’s stated goal is
to be recognized as the premier dealer group for KCMA branded products, and
both Dealer and KCMA reasonably expect Dealer to perform consistently at
mutually agreed levels, Dealer therefore commits (i) to strive toward achieving
and maintaining market share at mutually agreed levels and (ii) to meeting the Adjusted
Debt to Tangible Net Worth covenant set forth below; and


KCMA and Dealer mutually
recognize that in order for Dealer to fully meet its obligations under the
Agreement and this Amendment, to meet its business plan goals and objectives,
and to perform consistently at the mutually agreed level, Dealer must continue
to focus its business operations on its primary markets.


Dealer has entered into
seven (7)-year term employment agreements between it and David Meyer and Peter
Christianson; and


Dealer is willing to
agree to and be bound by the terms hereof in order to obtain KCMA’s approval
for the IPO;


Now therefore, in
consideration of the promises and mutual covenants and agreements contained
herein, the parties hereto agree as follows:












1.
                                    The
above recitals are hereby incorporated by reference.  Effective as of consummation of the IPO,
which is hereby approved, the Agreement shall be and hereby is amended as set
forth in Paragraphs 2 through 11 below.


2.
                                    Paragraph
3 of the Agreement is amended to replace subsection (a) in that section with
the following subsection (a):


“a.                                 Promote and sell
Products sufficient to achieve sales objectives and a share of market mutually
agreed upon from time to time by KCMA and Dealer within the Dealer’s PMR.
Dealer agrees to meet with KCMA periodically at KCMA’s request to discuss and
determine such mutually agreed shares of markets as determined on an
area-by-area or other basis, as mutually agreed, and to develop plans for
Dealer’s proposed expansion.  The parties
agree to negotiate in good faith to establish reasonable market shares
goals.  If despite the foregoing, the
parties are unable to mutually agree to market shares, the market share goal
shall in no case be less than KCMA’s North American average by product line for
the complex, provided, however, that should Dealer establish a new New Holland dealership
or acquire a New Holland dealership, such North American average shall not
apply until after the end of the first twenty four (24) months of Dealer’s
operations.  KCMA may declare in writing
that Dealer is not in compliance with its obligations under this Section 3(a),
if such market shares are not achieved after notice and a one (1)-year cure
period.”


3.
                                    Paragraph
3 of the Agreement is amended to add a new subsection (m) after subsection (l)
of that paragraph:


“m.                              KCMA and Dealer agree that it
is essential that the Dealer use its best efforts to effectively sell and
service the Products.  Dealer may engage
in any business activities the principal purpose of which is directly or
indirectly related to, or in support of, sales of products or services to
customers in agricultural, construction, industrial or similar markets; Dealer
may not engage in other business activities which are overall material to
Dealer without the prior written consent of KCMA, which consent shall not be
unreasonably withheld.”


4.
                                    Paragraph
3 of the Agreement is amended to add a new subsection (n) after subsection (m)
of that paragraph:


“n.                                Refrain from selling new
serial-numbered wholegoods Products on an Internet auction site (such as eBay).”


5.
                                    Paragraph
3 of the Agreement is amended to add a new subsection (o) after subsection (n):



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“o.                                Employ,
at all times, in connection with its business under this Agreement a wholesale
line of credit and the total investment, net working capital, and retail
financing plans, all in the amounts deemed necessary by KCMA for Dealer to
comply with its obligations hereunder.”


6.                                       Paragraph
3 of the Agreement is amended to add a new subsection (p) after subsection (o):


“p.                                Dealer
hereby covenants and agrees that as of the end of each of Dealer’s fiscal
quarters, Dealer will maintain an Adjusted Debt to Tangible Net Worth Ratio of
not more than 3.0:1.  Without limiting
any other rights that KCMA may have, KCMA may withhold consent to any proposed
acquisitions if Dealer’s Adjusted Debt to Tangible Net Worth Ratio is below
3.0:1 as of the prior fiscal year end. 
For purposes of monitoring Dealer’s compliance with the Adjusted Debt to
Tangible Net Worth Ratio, the following definitions will apply:


(i)                                 “Net Worth” shall mean the aggregate amount of the Dealer’s
items properly shown as assets on its balance sheet minus the aggregate amount
of the Dealer’s items properly shown as liabilities on its balance sheet,
determined in accordance with Generally Accepted Accounting Principles,
consistently applied (“GAAP”);


(ii)                                “Tangible Net Worth” shall mean Net Worth (x) minus the
aggregate amount of the Dealer’s items properly shown as the following types of
assets on its balance sheet determined in accordance with GAAP:  (A)  intangible
assets (determined in accordance with GAAP); and (B) receivables, loans and
other amount due from any director, officer or employee of Dealer, a Related
Interest of any such director, officer or employee, or other Affiliate of the
Dealer, (y) plus an amount equal to 70% of the amount reflected on Dealer’s
balance sheet as a LIFO reserve;


(iii)                             “Debt” shall mean the aggregate amount of the Dealer’s items
properly shown as liabilities on its balance sheet, determined in accordance
with GAAP, less any non-interest bearing floor plan liabilities;


(iv)                            “Subordinated Debt” shall mean all of Dealer’s liabilities
that are subordinated to the payment of Dealer’s Debt owed to any senior lender
of Dealer;


(v)                               “Adjusted Debt to Tangible Net Worth Ratio”  means the ratio of Debt minus Subordinated Debt to Adjusted
Net Worth;



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(vi)                            “Adjusted Net Worth” means the sum of Tangible Net Worth plus
Subordinated Debt;


(vii)                         “Related Interests” means, with respect to any specified
Persons, such Person’s Affiliates, members of such Person’s Family, successors,
and assigns, and Representatives of such Person or its Affiliates;


(viii)                      “Person” means an individual, partnership, corporation,
business trust, joint stock company, limited liability company, trust,
unincorporated association, joint venture or other business entity or
governmental authority, whether or not having a separate legal personality;


(ix)                              “Affiliate” means, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person.  For the purposes of
this definition, “control,” when used with respect to any specified Person,
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing;


(x)                                 “Family” means a
spouse or descendant or ancestor of an individual, a spouse of such descendant
or ancestor, a custodian for, or a trustee of a trust primarily for the benefit
of, one or more of the foregoing and/or such individual;


(xi)                              “Representatives” means, with respect to any specified
Person, such Person’s shareholders, equity owners, employees, officers,
directors, agents, or other agents or representatives.”


Any term related to this
covenant not defined herein shall be defined as stated in the Amended and Restated
Wholesale Floor Plan Credit Facility and Security Agreement between Dealer and
CNH Capital America LLC.


7.                                       Paragraph
12 of the Agreement is amended to delete subsection (c)(2) in that section and
add a new subsection (h) after subsection (g) of that section:


“(h)                           KCMA
may terminate this Agreement with immediate effect by giving notice to dealer
in the following events:


(i)                                     a Change
in Control of Dealer, unless KCMA grants in writing its consent to such change;
or



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(ii)                                  any
transaction or series of related transactions pursuant to which any person or
any group of persons comprising a “group” within the
meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as
amended (other than Dealer or a person that, prior to such transaction or series
of related transactions, directly or indirectly controls, is controlled by or
is under common control with, Dealer) who is a direct competitor to KCMA
engaged in the manufacture or distribution of wholegood products that compete
with new wholegood Products of KCMA subject to this Agreement becomes directly
or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) of securities possessing (or
convertible into or exercisable for securities possessing) twenty (20%) percent
or more of the total combined voting power of Dealer’s securities (determined
by the power to vote with respect to the elections of Board members)
outstanding immediately after the consummation of such transaction or series of
related transactions.”


8.                                       Paragraph
12 of the Agreement is amended to add a new subsection (i) after subsection (h)
of that section:


“i.                                   If Dealer fails to meet
the financial covenant set forth in Paragraph  3(p), KCMA will have the right to terminate
the Agreement or remove authorized locations from the Agreement.  Such termination or removal of an authorized
location(s) will require one (1)-year advance written notice, and at KCMA’s
sole discretion may be executed on an overall basis or by individual dealership
location.  Should KCMA give notice of
termination under this section 12(i), Dealer will have the right to cure the
same during the one (1)-year notice period.”


9.
                                    Paragraph
12 of the Agreement is amended to add a new subsection (j) after the subsection
(i) of that section:


“j.                                    In addition to
termination, KCMA may elect as an alternate remedy for Dealer’s breach of any
of the above provisions to remove one or more of Dealer’s authorized dealership
locations from this Agreement and reduce Dealer’s Area  accordingly.”


10.                                 New
Paragraph 21 below shall be added to the Agreement following paragraph 20:


“21.                           Change of Control.


“a.                                 Dealer shall give KCMA
written notice of a Change of Control as defined below not less than sixty (60)
days prior to such proposed change, or with respect to a Change of Control that
has not been proposed by the



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Dealer, within three (3) days’
after the date Dealer first became aware of such Change in Control in the
exercise of due diligence.  Dealer
acknowledges that KCMA’s consent is required for a Change of Control, and
Dealer acknowledges that consent will be in KCMA’s sole discretion.  If KCMA provides its consent to a Change in
Control, it shall be contingent upon the following at the time the change
occurs: the approval by KCMA, in its sole discretion, of the dealership’s sales
performance, facilities and financial strength, and, if KCMA so elects, the
designation by KCMA that the PMR of Dealer is a replacement market.


b.                                      “Change in Control”
means a change in the ownership or control of the Dealer effected through any
of the following transactions:


(i)                                a merger, consolidation
or reorganization, unless securities representing more than fifty percent (50%)
of the total combined voting power of the outstanding voting securities of the
successor corporation are immediately thereafter beneficially owned, directly
or indirectly, by the persons who beneficially owned Dealer’s outstanding
voting securities immediately prior to such transaction;


(ii)                             any
sale of all or substantially all of the Dealer’s assets;


(iii)                          any
transaction or series of related transactions (other than from the sale of
shares issued or sold in any registered offering of Dealer’s securities)
pursuant to which any person or any group of persons comprising a “group”
within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of
1934, as amended (other than Dealer or a person that, prior to such transaction
or series of related transactions, directly or indirectly controls, is
controlled by or is under common control with, Dealer) becomes directly or
indirectly the beneficial owner (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) of securities possessing (or
convertible into or exercisable for securities possessing) twenty (20%)
percent) or more of the total combined voting power of Dealer’s securities
(determined by the power to vote with respect to the elections of Board
members) outstanding immediately after the consummation of such transaction or
series of related transactions; or


(iv)                         a
change in the composition of the Board of Dealer over a period of eighteen (18)
consecutive months or less such that a majority of the Board members ceases, by
reason of one or more contested elections for Board membership, to be comprised
of individuals who either (x) were Board members at the beginning of such
period or (y) have been elected or nominated for election as  Board members during such period by at least
a majority of the



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Board members described in
clause (x) who were still in office at the time the Board approved such
election or nomination.


c.                                       Within one year after
the IPO, Dealer agrees to provide KCMA with a proposed management succession
plan to address the process and considerations for replacement of the Chief Executive
Officer and President/Chief Operating Officer of Dealer, if David Meyer or
Peter Christianson were to not to serve in such roles, which proposed
succession plan shall be acceptable to KCMA in its reasonable discretion.


d.                                      Any change in the
individuals that serve as Chief Executive Officer or President/Chief Operating
Officer of Dealer shall require the consent of KCMA, which consent shall not be
unreasonably withheld, provided that KCMA hereby consents to Peter Christianson
serving as Chief Executive Officer.


e.                                       KCMA shall have the
right to withhold approval of proposed acquisitions of dealers of KCMA
products, in its sole discretion.


f.                                         KCMA’s consent shall
also be required for sales to third parties (excluding in any event transfers
for estate planning or to family members) by David Meyer or Peter Christianson,
so long as he serves as Chief Executive Officer or President/Chief Operating
Officer, respectively, of more than 30% of the number of shares of Dealer stock
that he holds immediately following the IPO, provided, however, that upon
submission by Dealer and approval by KCMA in its reasonable discretion of an
ownership succession plan, additional shares of Dealer stock may be sold to
third parties pursuant to such plan.”


11.
                              New
paragraph 22 below shall be added to the Agreement following paragraph 21:


“22.                           Prior to the filing of any
statement with the Securities and Exchange Commission that includes disclosure
of any information regarding KCMA that KCMA has advised Dealer in writing is
material nonpublic information regarding KCMA, Dealer agrees to provide advance
notice thereof to KCMA and to not disclose the same if so requested by KCMA,
provided, however, that the foregoing shall not limit Dealer’s rights and
obligations to comply with applicable law.”


12.
                              Other
than as expressly provided for herein, nothing contained in this Amendment
shall be construed as a waiver or modification of any terms, conditions, or
rights contained in any existing dealer agreement between KCMA and Dealer
except to the extent such terms, conditions, or rights are in conflict with
this Amendment, in which event this Amendment shall supersede the existing
agreements, but only to the extent of the conflict.



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13.
                              Each
party to this Amendment represents and warrants that it has taken all action
required to authorize it to enter into this Amendment, and each party further
represents that it has neither relied upon nor been induced by any
representation, statement, or disclosure of the other party, but has relied
upon its own knowledge and judgment in entering into the Amendment.


14.
                              This
Amendment cannot be modified, nor any party’s rights hereunder waived, except
in writing, and no waiver of any provision hereof shall preclude enforcement of
any other provision hereof, or subsequent enforcement of the provision waived.
This Amendment cannot be assigned without the prior written consent of the
parties, which consent may be withheld with or without cause.


15.
                              Dealer
and KCMA agree that the conversion of Dealer from a North Dakota corporation to
a Delaware corporation shall not affect the rights and obligations of the
parties under this Amendment.


	
  TITAN
  MACHINERY INC.

  
	
   

  
	
   

  
	
  /s/ David J.
  Meyer

  	
   

  
	
  David J. Meyer, Chief Executive Officer

  
	
   

  
	
  Dated

  	
  November 14, 2007

  	
   

  
	
   

  
	
   

  
	
  KOBELCO CONSTRUCTION MACHINERY
  AMERICA LLC 

  
	
   

  
	
   

  
	
  By:

  	
   /s/ Terry
  Sheehan

  	
   

  
	
  President and CEO

  
	
   

  
	
  Dated

  	
  November 14, 2007

  	
   

  
					



 



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