Exhibit 10.32


AMENDMENT
TO CNH AMERICA LLC DEALER AGREEMENT


FOR NEW HOLLAND AGRICULTURAL EQUIPMENT


THIS IS AN AMENDMENT to all
CNH America LLC Dealer Agreements for New Holland Agricultural Products 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 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 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
10 below.


2.
Paragraph 3 of the Agreements are amended to replace subsection (b) in that
section with the following subsection (b), to replace subsection (c) in that
section with the following subsection (c), to replace subsection (d) in that
section with the following subsection (d), as well as to add the following new
subsections (e), (f) and (g) immediately after subsection (d):


“b.                                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 PMR of Dealer is a replacement
market.


c.                                       “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)



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


d.                                      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 to not to serve in such roles, which proposed
succession plan shall be acceptable to Company in its reasonable discretion.


e.                                       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.


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


g.                                      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,
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.”


3.             Paragraph 4 of the Agreements are
amended to replace subsection (a) in that section with the following subsection
(a):



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“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 PMR.
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 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.  The Company may
declare in writing that Dealer is not in compliance with its obligations under
this Section 4(a), if such market shares are not achieved after notice and a one
(1)-year cure period.”


4.             Paragraph 4 of the Agreements are
amended to add a new subsection (g) after subsection (f) of that paragraph:


“g.                                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.


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


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


6.             Paragraph 15 of the Agreements are
amended to replace that paragraph with the following paragraphs:


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



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b.                                      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;


(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;



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(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
23 of the Agreements are amended to replace subsections (d) (i) and (d) (vii)
in that section with the following subsections (d)(i) and (d)(vii):


“(i)                               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, 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



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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
23 of the Agreements are amended to add a new subsection (e) after subsection (d)
of that section:


“e.                                If Dealer fails to meet
the financial covenant set forth in Paragraph 15 (b), 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 23(e), Dealer will
have the right to cure the same during the one (1)-year notice period.”


9.             Paragraph 23 of the Agreements are
amended to add a new subsection (f) after the subsection (e) of that section:


“f.                                   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 Primary Market of
Responsibility accordingly.”


10.           New paragraph 37 below shall be added
to the Agreements following paragraph 36:


“37.                           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.”


11.           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.


12.           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,



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statement, or disclosure
of the other party, but has relied upon its own knowledge and judgment in
entering into the Amendment.


13.           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.


14.           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/ Terry
  Sheehan

  	
   

  
	
  President and
  CEO

  
	
   

  
	
  Dated

  	
  November 14,
  2007

  	
   

  
					



 



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