Exhibit
10.31


AMENDMENT TO CNH
AMERICA LLC DEALER AGREEMENT


FOR
NEW HOLLAND CONSTRUCTION PRODUCTS


THIS IS AN AMENDMENT to the CNH America LLC  Dealer Agreement for New Holland Construction Products
between CNH America LLC (successor entity to New Holland North America, Inc.; “New
Holland Construction”) and Titan Machinery Inc. (“Dealer”) dated November 14,
2007 (“Agreement”). In consideration of the mutual promises of the parties
hereinafter set forth, Dealer and New Holland Construction 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 New Holland
Construction under the Agreement now in effect between Dealer and New Holland
Construction, and New Holland Construction 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 New
Holland Construction’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 New
Holland Construction’s other North American dealers; and


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


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


New Holland Construction 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 New Holland Construction’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 10 below.


2.
Paragraph 3 of the Agreement is 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 New Holland
Construction 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 New Holland Construction’s consent is required for a Change
of Control, and Dealer acknowledges that consent will be in New Holland
Construction’s sole discretion.  If New
Holland Construction provides its consent to a Change in Control, it shall be
contingent upon the following at the time the change occurs: the approval by New
Holland Construction, in its sole discretion, of the dealership’s sales
performance, facilities and financial strength, and, if New Holland Construction
so elects, the designation by New Holland Construction 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



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(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 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 New Holland Construction 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 New Holland Construction 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 New Holland Construction, which consent
shall not be unreasonably withheld, provided that New Holland Construction
hereby consents to Peter Christianson serving as Chief Executive Officer.


f.                                         New Holland Construction shall
have the right to withhold approval of proposed acquisitions of dealers of New
Holland Construction products, in its sole discretion.


g.                                      New Holland Construction’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



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submission by Dealer and approval by New
Holland Construction 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 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 New Holland Construction and Dealer within the Dealer’s
PMR. Dealer agrees to meet with New Holland Construction periodically at New
Holland Construction’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 New Holland
Construction’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.  New Holland Construction 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 Agreement is
amended to add a new subsection (g) after subsection (f) of that paragraph:


“g.                                New Holland Construction 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 New Holland Construction,
which consent shall not be unreasonably withheld.


5.                                       Paragraph 10 of the Agreement is
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 Agreement is
amended to replace that paragraph with the following paragraphs:



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“a.                                 Dealer shall at all times employ
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 New Holland Construction for Dealer to comply
with its obligations hereunder.


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 New Holland Construction may have, New Holland
Construction 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;



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(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 22 of the Agreement is
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 New
Holland Construction 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 New Holland Construction engaged in the manufacture or
distribution of



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wholegood products that compete with new
wholegood Products of New Holland Construction 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 22 of the Agreement is
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), New Holland Construction 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 New Holland Construction’s sole discretion may be executed on an
overall basis or by individual dealership location.  Should New Holland Construction 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 22 of the Agreement is
amended to add a new subsection (f) after the subsection (e) of that section:


“f.                                   In addition to termination, New
Holland Construction 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 36 below shall be
added to the Agreement following paragraph 35:


“36.                           Prior to the filing of any
statement with the Securities and Exchange Commission that includes disclosure
of any information regarding New Holland Construction that New Holland
Construction has advised Dealer in writing is material nonpublic information
regarding New Holland Construction, Dealer agrees to provide advance notice
thereof to New Holland Construction and to not disclose the same if so
requested by New Holland Construction, 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



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rights contained in any existing dealer
agreement between New Holland Construction 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, 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 New Holland
Construction 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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