Exhibit 10.28


AMENDMENT
TO CASE IH AGRICULTURAL EQUIPMENT


SALES AND SERVICE AGREEMENTS


THIS IS AN AMENDMENT to
the CASE IH Agricultural Equipment Sales and Service Agreements between CNH
America LLC (the “Company”) and Titan Machinery Inc. (“Dealer”) in effect as of
the date this amendment is signed below (“Agreements”).  In consideration of the mutual promises of the
parties hereinafter set forth, Dealer and the Company agree to amend the
Agreements 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 the Company under the Agreements now in effect between Dealer and
Company, and Company 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 the Company’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 the Company’s other North American dealers; and


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


Dealer’s stated goal is
to be recognized as the premier dealer group for Company-branded products, and
both Dealer and Company 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


The Company and Dealer
mutually recognize that in order for Dealer to fully meet its obligations under
the Agreements 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 Company’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 Agreements shall be and hereby are amended as set
forth in Paragraphs 2 through 11 below.


2.                                     Paragraph
1 of the Agreements are amended to replace that paragraph with the following
paragraph:


“1.                                 Company hereby appoints
Dealer as an authorized dealer for the marketing and service of the Company’s
Products within the Sales and Service Area specified in this Agreement.  Dealer agrees to give Company notice of any of
Dealer’s occasional sales of wholegood Products outside of North America prior
to shipment, and acknowledges that Company, in its sole discretion, may
prohibit Dealer’s sales of new wholegood Products to a particular area outside
of North America upon written notice to Dealer.  Dealer accepts this appointment and agrees
that the relationship between Dealer and Company shall be governed by the terms
and conditions of this Agreement.”


3.                                       Paragraph
6 of the Agreements are amended to replace the first paragraph in that section
with the following paragraph:


“6.                                 Company 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 Company, which consent shall not be
unreasonably withheld.  In order to carry
out these responsibilities, Dealer agrees at a minimum to:”


4.
                                    Paragraph
6(a) of the Agreements are amended to replace that paragraph with the following
paragraph:


“(a)                            Promote and sell Products
sufficient to achieve sales objectives and a share of market mutually agreed
upon from time to time by the Company and Dealer within the Dealer’s Sales and
Service Area.  Dealer agrees to meet with
Company periodically at the Company’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 Company’s North American average by product line for the complex,
provided, however, that should Dealer establish a new Case IH dealership or



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acquire a Case IH dealership,
such North American average shall not apply until after the end of the first
twenty four (24) months of Dealer’s operations. 
The Company may declare in writing that Dealer is not in compliance with
its obligations under this Section 6(a), if such market shares are not achieved
after notice and a one (1)-year cure period.”


5.
                                    Paragraph
6 of the Agreements are amended to add a new subsection (j) after subsection
(i) of that paragraph:


“(j)                               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 Company may have, Company 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.


6.
                                    Paragraph
6 of the Agreements are amended to add a new subsection (k) after subsection
(j) of that paragraph:


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


7.
                                    Paragraph
12 of the Agreements are amended to replace subsection (a) in that section with
the following subsection (a), to replace subsection (b) in that section



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with the following
subsection (b), as well as to add the following new subsections (c), (d), (e)
and (f) immediately after subsection (b):


“(a)                            Dealer shall give the Company
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 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 Company’s consent is
required for a Change of Control, and Dealer acknowledges that consent will be
in Company’s sole discretion.  If Company
provides its consent to a Change in Control, it shall be contingent upon the
following at the time the change occurs: 
the approval by the Company, in its sole discretion, of the dealership’s
sales performance, facilities and financial strength, and, if the Company so
elects, the designation by the Company that the Sales and Service Area of
Dealer is a replacement market.


(b)                                 “Change in Control”
means a change in the ownership or control of the Dealer affected 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



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(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 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 Company 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 not to serve in such roles, which proposed
succession plan shall be acceptable to Company 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 Company, which consent shall not
be unreasonably withheld, provided that the Company hereby consents to Peter
Christianson serving as Chief Executive Officer.


(e)                                  The Company shall have
the right to withhold approval of proposed acquisitions of dealers of Company
products, in its sole discretion.


(f)                                    The
Company’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 or
transactions entered into in connection therewith, provided, however, that upon
submission by Dealer and approval by Company in its reasonable discretion of an
ownership succession plan, additional shares of Dealer stock may be sold to
third parties pursuant to such plan.”


8.                                       Paragraph
13 of the Agreements are amended to replace subsection (b) (vi) and (vii) in
that section with the following subsections (b) (vi) and (vii):


“(vi)                        Change
in Control, unless Company grants in writing its consent to such change;


(vii)                           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,



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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 Company engaged in the manufacture or
distribution of wholegood products that compete with new wholegood Products of
Company 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.”


9.                                       Paragraph
13 of the Agreements are amended to add a new subsection (c) after subsection
(b) of that section:


“(c)                           If Dealer fails to meet the
financial covenant set forth in Paragraph 6(j), Company 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 the
Company’s sole discretion may be executed on an overall basis or by individual
dealership location.  Should the Company
give notice of termination under this section 13(c), Dealer will have the right
to cure the same during the one (1)-year notice period.”


10.
                              Paragraph
13 of the Agreements are amended to add a new subsection (d) after the
subsection (c) of that section:


“(d)                           In addition to termination, the
Company 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 Sales and Service Area
accordingly.”


11.
                              New
paragraph 24 below shall be added to the Agreements following paragraph 23:


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



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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 Company 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.


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 Company 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

  	
   

  
	
   

  
	
   

  
	
  CNH AMERICA LLC

  
	
   

  
	
  By:

  	
  /s/ Jeff
  Schmaling

  	
   

  
	
  Director, Distribution Development

  
	
   

  
	
  Dated

  	
  November 14, 2007

  	
   

  
					



 



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