Exhibit 10.25


AMENDED
AND RESTATED


WHOLESALE
FLOOR PLAN CREDIT FACILITY 

AND 

SECURITY AGREEMENT


between


CNH
CAPITAL AMERICA LLC,

as Lender


and


TITAN
MACHINERY, INC.,


as
Borrower


US
$200,000,000


Dated as of November 13,
2007


















	
  RECITALS

  	
  1

  
	
  ARTICLE I DEFINITIONS

  	
  2

  
	
  1.01

  	
  Certain Definitions

  	
  2

  
	
  1.02

  	
  Other Definitional Provisions

  	
  7

  
	
  1.03

  	
  Accounting Terms and Determinations

  	
  7

  
	
  ARTICLE II THE WHOLESALE FLOOR PLAN CREDIT FACILITY

  	
  7

  
	
  2.01

  	
  Amendment and Restatement

  	
  7

  
	
  2.02

  	
  Credit Facility

  	
  8

  
	
  2.03

  	
  Term of Agreement

  	
  8

  
	
  2.04

  	
  Security Agreement

  	
  9

  
	
  ARTICLE III PAYMENT PROVISIONS

  	
  10

  
	
  3.01

  	
  Interest and Principal

  	
  10

  
	
  3.02

  	
  Set-off

  	
  10

  
	
  3.03

  	
  Statement of Account

  	
  10

  
	
  3.04

  	
  Sale or Lease of Inventory Collateral

  	
  10

  
	
  3.05

  	
  Proceeds of Collateral

  	
  11

  
	
  3.06

  	
  Taxes

  	
  11

  
	
  ARTICLE IV CONDITIONS PRECEDENT

  	
  12

  
	
  4.01

  	
  Conditions to Effectiveness

  	
  12

  
	
  4.02

  	
  Conditions Precedent to Each Advance

  	
  13

  
	
  4.03

  	
  Use of Funds; Rental Contracts

  	
  13

  
	
  ARTICLE V AFFIRMATIVE COVENANTS

  	
  14

  
	
  5.01

  	
  Financial Covenants

  	
  14

  
	
  5.02

  	
  Financial Statements and Other Information

  	
  14

  
	
  5.03

  	
  Insurance

  	
  15

  
	
  5.04

  	
  Locations

  	
  16

  
	
  5.05

  	
  Notice of Default and Litigation

  	
  16

  
	
  5.06

  	
  Corporate Existence; Maintenance of Governmental
  Approvals

  	
  16

  
	
  5.07

  	
  Payment of Taxes

  	
  16

  
	
  5.08

  	
  Compliance with Laws

  	
  17

  
	
  5.09

  	
  Conduct of Business and Maintenance of Existence

  	
  17

  
	
  5.10

  	
  Protection of Collateral

  	
  17

  
	
  5.11

  	
  Inspection of Collateral; Books and Records;
  Discussions

  	
  17

  
	
  5.12

  	
  Perfection of Security Interest

  	
  17

  
	
  5.14

  	
  Further Assurances

  	
  18

  
	
  ARTICLE VI NEGATIVE COVENANTS

  	
  18

  
	
  6.01

  	
  Collateral

  	
  18

  
	
  6.02

  	
  Negative Pledge

  	
  18

  
	
  6.03

  	
  Mergers; Acquisitions

  	
  19

  
	
  ARTICLE VII REPRESENTATIONS AND WARRANTIES

  	
  20

  
	
  7.01

  	
  Corporate Existence and Power

  	
  20

  
	
  7.02

  	
  Corporate Authority, Enforceable Obligations

  	
  20

  
	
  7.03

  	
  Compliance with Law and Other Instruments

  	
  20

  
	
  7.04

  	
  Litigation

  	
  20

  
	
  7.05

  	
  Governmental Approvals

  	
  20

  
	
  7.06

  	
  Financial Information

  	
  21

  
	
  7.07

  	
  Absence of Default

  	
  21

  




 i
 









 




	
  7.08

  	
  Taxes, Assessments and Fees

  	
  21

  
	
  7.09

  	
  Borrower Status

  	
  21

  
	
  7.10

  	
  First Priority Security Interest

  	
  21

  
	
  7.11

  	
  No Liens

  	
  21

  
	
  7.12

  	
  ERISA Compliance

  	
  21

  
	
  7.13

  	
  Environmental

  	
  21

  
	
  7.14

  	
  Insurance

  	
  22

  
	
  ARTICLE VIII
  EVENTS OF DEFAULT

  	
  22

  
	
  8.01

  	
  Events of Default

  	
  22

  
	
  8.02

  	
  Remedies

  	
  23

  
	
  8.03

  	
  Delay and Waiver

  	
  24

  
	
  8.04

  	
  Expenses of Collection and Enforcement

  	
  25

  
	
  8.05

  	
  Right of Set-Off

  	
  25

  
	
  8.06

  	
  Authority to Perform

  	
  25

  
	
  8.07

  	
  Power of Attorney

  	
  25

  
	
  8.08

  	
  Subsequent Documentation

  	
  26

  
	
  ARTICLE IX
  MISCELLANEOUS

  	
  26

  
	
  9.01

  	
  Patriot Act

  	
  26

  
	
  9.02

  	
  Time of Essence

  	
  26

  
	
  9.03

  	
  Notices

  	
  26

  
	
  9.04

  	
  Amendments and Waivers

  	
  27

  
	
  9.05

  	
  Entire Agreement

  	
  27

  
	
  9.06

  	
  Counsel; Payment of Expenses

  	
  27

  
	
  9.07

  	
  Indemnification; Damages

  	
  28

  
	
  9.08

  	
  Successors and Assigns

  	
  28

  
	
  9.09

  	
  Governing Law

  	
  28

  
	
  9.10

  	
  Counterparts

  	
  28

  
	
  9.11

  	
  Severability

  	
  29

  
	
  9.12

  	
  Survival of Representations and Agreements

  	
  29

  
	
  9.13

  	
  No Agency

  	
  29

  
	
  9.15.

  	
  Conflict; Construction of Documents

  	
  29

  
	
  CNH CAPITAL
  AMERICA LLC,

  	
  30

  
	
  Address
  for Notices

  	
  30

  
	
  CNH Capital
  America LLC

  	
  30

  





 


SCHEDULES


	
  Schedule 1

  	
  Existing Credit Agreements

  
	
  Schedule 4.02(g)

  	
  Landlords

  
	
  Schedule 5.04

  	
  Locations for Collateral

  
	
  Schedule 6.02(h)

  	
  Existing Liens

  
	
  Schedule 7.04

  	
  Litigation

  



 


EXHIBITS


	
  Exhibit A

  	
  Form of Guaranty

  
	
  Exhibit B

  	
  Form of Landlord Agreement

  
	
  Exhibit C

  	
  Form of Compliance Certificate

  



 



 ii















AMENDED AND
RESTATED

WHOLESALE FLOOR PLAN CREDIT FACILITY

AND SECURITY AGREEMENT


THIS AMENDED AND RESTATED
WHOLESALE FLOOR PLAN CREDIT FACILITY AND SECURITY AGREEMENT (“Agreement”), is entered into as of November 13, 2007,
between CNH CAPITAL AMERICA LLC, a limited liability company organized under
the laws of the State of Delaware (“Lender”) and
TITAN MACHINERY, INC., a North Dakota corporation (“Borrower”).


RECITALS


WHEREAS, Borrower is engaged in the business of, among
other things, the sale, rental and lease of agricultural and/or construction
machinery and equipment, and related goods and services;


WHEREAS, Lender is engaged in the business of, among
other things, providing wholesale, retail and other financing arrangements to
equipment dealers and others;


WHEREAS, Borrower has existing senior credit
facilities with Lender in the amount of $125 Million, plus certain overadvanced
amounts, pursuant to the agreements identified on Schedule 1
(collectively, the “Existing Wholesale Credit
Agreements”), which Existing Wholesale Credit Agreements are
exclusive of Lender’s Subordinated Debt Facilities (as defined below);


WHEREAS, Borrower desires to amend and restate all the
Existing Wholesale Credit Agreements and to provide a wholesale floor plan
credit facility of up to an aggregate $200 Million, including such amounts
currently outstanding under the Existing Wholesale Credit Agreements (under
existing limits, and overadvances), to acquire new equipment, used equipment
and parts, and has requested that Lender provide such a credit facility;


WHEREAS, as part of the establishment of the wholesale
floor plan credit facility, effective as of January 31, 2006 (subject to Section 4.01),
Borrower issued a subordinated note to Lender of up to $7.5 Million pursuant to
a subordinated note purchase facility (the “Subordinated Note Purchase
Facility”), and effective as of November 10, 2005, Borrower
issued a convertible subordinated note to Lender in the amount of $3 million
(together with the Subordinated Note Purchase Facility, the “Lender’s Subordinated Debt Facilities”);


WHEREAS, Borrower is contemplating an initial public
offering of common stock (the “IPO”). Lender
has issued a written waiver to the change of control which would result from
the IPO, upon certain terms and conditions set forth therein. Although Borrower’s
and Lender’s entry into this Agreement is not conditioned upon the consummation
of an IPO, certain terms and provisions of this Agreement will, by their
express terms, go into effect upon such consummation; and


WHEREAS, Lender is willing to continue to provide the
wholesale floor plan credit financing upon the terms and conditions set forth
in this Agreement.



 1
 









NOW, THEREFORE, in
consideration of the mutual promises set forth herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, Borrower and Lender
hereby amend and restate the Existing Wholesale Credit Agreements, which shall
read in their entirety as follows:


ARTICLE I

DEFINITIONS


1.01     Certain Definitions.   As
used in this Agreement, the following terms have the following meanings:


“Adjusted Debt to Tangible Net Worth Ratio” means the ratio
of Debt minus Subordinated Debt to Adjusted Net Worth.


“Adjusted Net Worth”
means the sum of Tangible Net Worth plus Subordinated Debt.


“Advance” has
the meaning specified in Section 2.02(a).


“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.


“Aggregate Credit Limit”
has the meaning specified in Section 2.02(a).


“Agreement”
means this Wholesale Floor Plan Credit Facility and Security Agreement, as from
time to time amended, restated, supplemented or otherwise modified.


“Authorized Officer”
shall mean with respect to Borrower, the chief executive officer, the
president, any vice president, the treasurer or the chief financial officer of
Borrower.


“Borrower” has
the meaning specified in the Preamble.


“Business Day”
means any day other than a Saturday or Sunday or any other day on which banking
institutions in Wisconsin, Illinois and North Dakota are authorized or required
by law or executive order to close.


“Change of Control” shall, prior to the consummation of a
Qualifying IPO, mean a change in ownership, directly or indirectly, of equity
interests in Borrower, or the voting power of Borrower, which results in the
holding of at least fifty percent (50%) of Borrower, or at least fifty percent
(50%) of the voting power of Borrower, by a Person or Persons other than David
Meyer (or his family members, or his or their Affiliates, or a trust for his or
their benefit). Subsequent to the consummation of a Qualifying IPO, “Change of
Control” shall mean any of the following transactions (it being further
acknowledged and agreed that a Qualifying IPO shall not be deemed to constitute
a Change of Control):


(a)        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 Borrower’s outstanding voting securities immediately prior to such
transaction;


(b)        any
sale of all or substantially all of Borrower’s assets;


(c)        any
transaction or series of related transactions (other than from the sale of
shares issued or sold in any registered offering of Borrower’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 Borrower or a person that, prior
to such 



 2
 









transaction or series of
related transactions, directly or indirectly controls, is controlled by or is
under common control with, Borrower) 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 Borrower’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


(d)        a
change in the composition of the Board of Borrower 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.


“Collateral” has
the meaning specified in Section 2.04.


“Consent Letter”
means that certain letter agreement between Borrower and Lender dated as of November 13,
2007.


“Credit Agreements”
means this Agreement, the Existing Wholesale Credit Agreements as amended and
superseded herein, and any other agreement pursuant to which Lender extends
credit to or provides financial accommodations to Borrower, all as amended and
supplemented.


“Debt” means the
aggregate amount of Borrower’s items properly shown as liabilities on its
balance sheet, determined in accordance with GAAP, less any non-interest
bearing floor plan liabilities.


“Default” means
any condition, event or circumstance which, with the giving of notice or lapse
of time or both, would, unless cured or waived, become an Event of Default.


“End User” has
the meaning specified in Section 3.04.


“ESS” has the
meaning specified in Section 3.03.


“Environmental Laws”
means all federal, national, state, provincial, municipal, local and foreign
laws, principles of common law, regulations and codes, as well as orders,
decrees, judgments or injunctions issued, promulgated, approved or entered
thereunder relating to pollution, protection of the environment or public
health and safety.


“Events of Default”
has the meaning specified in Section 8.01.


“Excluded Obligations”
means obligations for the payment of money to Lender under Lender’s
Subordinated Debt Facilities, and recourse obligations of Borrower to Lender
arising from the breach by Borrower of representations, warranties or covenants
under agreements or instruments related to the purchase by Lender from Borrower
of chattel paper or other retail financing contracts.


“Excluded Taxes”
has the meaning set forth in the definition of the term “Taxes”.


“Existing Wholesale Credit
Agreements” has the meaning set forth in the Recitals.


“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.


“Financial Statements”
means balance sheets, statements of income, changes in cash flow, sources and
applications of funds, related profit and loss accounts, operating statements
and any other statement, however called, and the notes thereto.



 3
 









“GAAP” means
generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board that are applicable to the circumstances as of the
date of determination.


“Guarantor”
means David Meyer.


“Governmental Authority”
means any nation or government, any state or other political subdivision
thereof, and any agency, department or other entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, and any self-regulatory organization.


“Government
Lists” has the meaning specified in Section 9.01(b).


“Guaranty”
means, collectively, the guaranty and reaffirmation in the form of Exhibit A attached to, executed by Guarantor
concurrently with, this Agreement.


“Indebtedness” of any Person means, without duplication:


(a)        all obligations for borrowed money and debit balances at
banks;


(b)        all obligations evidenced by debentures, bonds, notes or
other similar debt instruments;


(c)        all indebtedness for the deferred purchase price of property
or services;


(d)        all obligations in respect of letters of credit (in the case
of standby letters of credit, to the extent obligations supported thereby have
been issued and are, at the time, outstanding), acceptance facilities (to the
extent drafts have been accepted thereunder) or drafts or similar instruments
issued or accepted by banks or other financial institutions for the account of
such Person, (and, in the case of clause (c) above
and this clause (d), excluding any indebtedness
or obligations consisting of trade accounts payable or other current
liabilities arising in the ordinary course of business and on terms requiring
payment in full within no more than 180 days);


(e)        any direct or indirect guaranty, indemnity or similar
assurance against financial loss of any Person with respect to Indebtedness of
or guaranteed by such Person; or


(f)         any indebtedness or obligations referred to in clauses (a) through (e) above
secured by (or for which the holder of such indebtedness has an existing right,
contingent or otherwise, to be secured by) any lien upon or in any Property
(including accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such indebtedness.


“Indemnified
Party” has the meaning specified in Section 9.07(a).


“Interest
Rate” means (i) the Prime Rate plus 0.3%, for Lender’s Credit
Lines (a) Direct New (004), (b) Direct Used (005), (c) Matured
Used 006), (d) Matured New (007), (e) REPO (008), (f) Lease
Return (009), and (g) Credit Line (011) (with respect to units for such
line as to which Borrower selects the floating rate option), and (ii) the
Prime Rate plus 1.6%, for Lender’s Credit Lines (a) New (001) and (b) Trade-In
(002).


“IPO”
means an initial public offering of equity securities of Borrower.


“Lender”
has the meaning specified in the Preamble.


“Lender Information” means any information of the following
description: (i) information relating to pricing, programs,
policies and practices of Lender, (ii) information relating to Lender’s
financial performance or condition, business plans or strategies, and (iii) other
information relating to Lender which Lender has reasonably advised Borrower in
writing should be kept confidential. Notwithstanding the foregoing, this
Agreement and the terms hereof, including, without limitation, the Interest
Rate, may be disclosed by Borrower as it may reasonably determine.



 4















“Lender’s
Subordinated Debt Facilities” has the meaning set forth in the
Recitals.


“Material Adverse Effect”
means a material and adverse effect, whether individually or in the aggregate,
on or change in (a) the assets, business, operations, properties or condition
(financial or otherwise) of Borrower or (b) the ability of Borrower to
perform its obligations under any Transaction Document to which it is a party
in accordance with the terms thereof and to make payment as and when due of all
or any part of the Obligations or (c) the value of the Collateral taken as
a whole.


“Net Worth”
means the aggregate amount of Borrower’s items properly shown as assets on its
balance sheet minus the aggregate amount of Borrower’s items properly shown as
liabilities on its balance sheet, determined in accordance with GAAP,
consistently applied.


“Obligations”
means all of the Indebtedness (whether for principal, interest (including any
interest payable subsequent to an Event of Default), fees, expenses,
indemnities or otherwise), obligations and liabilities of Borrower to Lender,
now or in the future existing under or in connection with the Credit
Agreements, whether direct or indirect, absolute or contingent, due or to
become due. For clarification, Obligations in this Agreement do not include any
of the obligations now or in the future owing under any of Lender’s
Subordinated Debt Facilities or in connection with Lender’s status as an equity
holder of Borrower or Lender’s rights to acquire equity of Borrower.


“OFAC” means the
Office of Foreign Assets Control.


“Other Taxes”
means any present or future stamp or documentary taxes, charges or similar
levies of the United States or any applicable foreign jurisdiction which are
imposed on any payment made hereunder or arise from the execution, delivery,
registration or enforcement of, or otherwise with respect to, this Agreement or
any other Transaction Document.


“Participant”
has the meaning specified in Section 9.08(b).


“Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of
2001, as the same may be amended from time to time, and corresponding
provisions of future laws.


“Patriot Act Offense”
has the meaning specified in Section 9.01(b).


“Payment Documents”
has the meaning specified in Section 3.05.


“PBGC” means the
Pension Benefit Guaranty Corporation or any entity succeeding to any or all of
its functions under ERISA.


“Permitted Liens”
has the meaning set forth in Section 6.02.


“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.


“Plan” means an
employee pension benefit plan (including a multiemployer plan) which is covered
by Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code and is maintained by Borrower.


“Prime Rate”
means the fluctuating rate of interest per annum as of Monday of each week, as
last announced during the preceding week by Bank of America, N.A. If the Bank
of America, N.A. (or its successor) ceases to announce its ‘prime rate’, the
Prime Rate shall mean the prime or base loan rate of any federally chartered
bank selected by Lender in its reasonable discretion.


“Property” of
any Person means any asset, revenue or other property, whether tangible or
intangible, real or personal of such Person.



 5
 









“Qualifying IPO”
shall have the meaning given such term in the Consent Letter.


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


“Rental Contract”
has the meaning specified in Section 4.03(b).


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


“Requirements of Law”
means, as to any Person, any law, treaty, act, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its Properties or
to which such Person or any of its Property is subject.


“Security Interest”
has the meaning specified in Section 2.04.


“Subordinated Debt”
means all of Borrower’s liabilities that are subordinated to the payment of
Borrower’s Obligations to Lender. Subordinated Debt includes, without
limitation, Lender’s Subordinated Debt Facilities.


“Subordinated Note”
means the note issued pursuant to the Subordinated Note Purchase Agreement, a
form of which is attached thereto.


“Subordinated Note Purchase
Agreement” means the agreement dated January 31, 2006.


“Subordinated Note Purchase
Facility” has the meaning set forth in the Recitals.


“Supplier” means
a manufacturer, distributor or other party with whom Borrower does business or
from whom Borrower purchases equipment or other goods.


“Tangible Net Worth” means Net
Worth minus the aggregate amount of Borrower’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 amounts due from any director, officer or employee of Borrower,
a Related Interest of any such director, officer or employee, or other
Affiliate of Borrower;


plus an amount equal to 70% of the amount reflected on
Borrower’s balance sheet as a LIFO reserve.


“Taxes” means
any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding
such taxes (including income taxes or franchise taxes) as are imposed on or
measured by Lender’s net income by the jurisdiction (or any political
subdivision or taxing authority thereof) under the laws of which Lender is
organized or maintains any office (such excluded taxes being called “Excluded Taxes”).


“Transaction Documents”
means the Credit Agreements, the Guaranty (until such time as it is
terminated), all exhibits or schedules to the foregoing and all related
documents executed or contemplated in connection with any of the foregoing.


“UCC” has the
meaning specified in Section 2.04.


“Wholesale Facility Minimum
Debt Service Coverage Ratio” means the ratio computed when the sum
of (i) pretax income, plus (ii) depreciation and amortization
expense, plus (iii) interest expense, plus (iv) rent and lease
expense, is divided by the sum of (x) current maturities of long-term debt
(including Subordinated Debt), plus (y) interest expense, plus (z) rent
and lease expense.



 6
 









“Wholesale Finance Plans”
means, collectively, all terms and conditions, whether set forth in documents called
“Wholesale Finance Plans,” “Schedule of Terms,” “Schedules of Discounts and
Terms,” “Dealer Handbook,” “Dealer Policy Manual,” “Dealer Operating Guide,” or
otherwise, under which Lender is willing to provide financing for a dealer for
the purpose of acquiring and maintaining new and used inventory, parts,
equipment and other goods held for sale, lease or rental to its customers, and
other financing accommodations identifying such inventory, parts, equipment and
other goods eligible for such financing and will include maximum loan amounts
for each item, repayment and curtailment terms, interest rates, default
interest rates, late payment and other service charges and fees, maximum annual
hour usage limits, excess hourly usage rates and other terms, conditions and
limitations of the financing, together with any policy or operating manuals or
guides and “dealer bulletins” and other publications from time to time
delivered by Lender to Borrower (which may be through Lender’s website) and
which relate to the foregoing; and any supplemental publications or agreements
specifically applicable to Borrower as a dealer, all as in effect and amended
and supplemented from time to time. The Wholesale Finance Plans are
incorporated herein by reference.


“Wholesale Obligations” means Indebtedness arising under this
Agreement and Wholesale Finance Plans. For clarification, Wholesale Obligations
do not include any obligations under Lender’s Subordinated Debt Facilities or
any obligations in connection with Lender’s status as an equity holder of
Borrower or Lender’s rights to acquire equity of Borrower.


1.02     Other Definitional Provisions.


(a)        The
terms “including” and “include” are not limiting and mean “including but not
limited to” and “include but are not limited to”.


(b)        The
words “hereof”, “herein” and “hereunder” and words of similar import when used
in this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Article, Section, paragraph, Schedule and Exhibit references
are to this Agreement unless otherwise specified.


(c)        The
meanings given to terms defined herein are equally applicable to both the
singular and plural forms of such terms.


(d)        In
this Agreement, in the computation of periods of time from a specified date to
a later specified date, the word “from” means “from and including” and the
words “to” and “until” each means “to but excluding.” Periods of days referred
to in this Agreement shall be counted in calendar days unless otherwise stated.


(e)        The
captions and headings of this Agreement are for convenience of reference only
and shall not affect the interpretation of this Agreement.


1.03     Accounting Terms and
Determinations.   All accounting and financing terms not
specifically defined herein shall be construed in accordance with GAAP.


ARTICLE II

THE WHOLESALE FLOOR PLAN CREDIT FACILITY


2.01     Amendment and Restatement.


(a)        This
Agreement is an amendment and restatement of the Existing Wholesale Credit
Agreements. All provisions of the Existing Wholesale Credit Agreements are
hereby superseded, provided that the provisions thereof that are necessary to
preserve any of Lender’s first priority security interest over any of Borrower’s
assets shall survive. All of the terms and conditions of other existing
agreements between Lender and Borrower (excluding those within the definition
of Existing Wholesale Credit Agreements) are hereby affirmed, confirmed and
ratified. Lender 



 7
 









represents that Lender is
the successor by conversion to Case Credit Corporation, and is the assignee of
the agreement with New Holland Credit Company, LLC referenced on Schedule 1, and as such, is duly authorized to so amend and
restate all of the Existing Wholesale Credit Agreements on behalf of the lender
entities named therein.


(b)        The
Aggregate Credit Limit under this Agreement is a cumulative total for all of
Borrower’s Indebtedness to the Lender under this Agreement and under the other
Credit Agreements (but exclusive of the Excluded Obligations) including,
without limitation, indebtedness under Existing Wholesale Credit Agreements,
leases, promissory notes and recourse obligations (except those included within
the definition of Excluded Obligations). For the avoidance of doubt, the
Aggregate Credit Limit is not in addition to the credit limit under the
Existing Wholesale Credit Agreements or any of such other instruments.


2.02     Credit Facility.


(a)        Subject
to the terms of this Agreement, Lender may make loans or otherwise extend
credit (each an “Advance” and collectively, “Advances”) to Borrower from time to time to acquire goods
and to use for other lawful purposes in Borrower’s business of selling, renting
and leasing of agricultural and/or construction machinery and equipment, and
related goods, parts, attachments, and services, up to an aggregate maximum
principal balance outstanding of up to $200 Million inclusive of amounts
outstanding on the date hereof but exclusive of Excluded Obligations (the “Aggregate Credit Limit”). Lender’s decision to make any
Advance is discretionary, and Lender will determine the amounts of such Advance
in its sole discretion. In addition, if Lender, in its sole discretion, allows
Borrower to incur Obligations to Lender in excess of the Aggregate Credit
Limit, such circumstance shall not limit Lender’s rights and remedies, nor
constitute a waiver, under this Agreement or otherwise.


(b)        Borrower
hereby authorizes and directs Lender to pay on Borrower’s behalf up to the full
amount of any invoices, or electronic remittance advices, presented to Lender
from time to time which evidence a sale of an item of goods by a Supplier to
Borrower or any other amount due to a Supplier. Payment when so made by Lender
shall be deemed to be an Advance to Borrower and shall become due and payable
pursuant to this Agreement and the Wholesale Finance Plans. Lender shall have
no responsibility for the accuracy, validity or genuineness of any such invoice
or remittance advice. Advances by Lender, the proceeds of which are remitted to
a Supplier pursuant to this Agreement, shall be unconditionally due and payable
by Borrower to Lender in accordance with this Agreement and the Wholesale
Finance Plans, notwithstanding any claim, off-set or defense to payment Borrower
may have against such Supplier with respect to the related invoice or
remittance advice or any other transactions or relationships between Borrower
and the Supplier. In addition to any other indemnity, Borrower shall indemnify
and hold Lender harmless from and against any demand, claim action, cost,
liability, damage or expense of any kind, including attorneys’ fees, arising
from or in connection with payment to Suppliers.


(c)        Within
the foregoing limits and subject to the terms and conditions set forth herein,
upon receipt of any invoices or electronic remittance advices submitted on
Borrower’s behalf by a Supplier, Lender will make Advances.


2.03     Term of Agreement.   This Agreement, and Lender’s
agreement to make Advances on the terms and conditions of this Agreement, shall
terminate and expire on August 31, 2008, and shall continue thereafter for
successive terms of twelve months, unless either Borrower or Lender terminates
this Agreement, effective as of August 31, 2008 or the end of any such
twelve month period, as applicable, by giving written notice to the other party
not less than ninety (90) days prior to August 31, 2008 or the end of the
then current twelve month period. Unless terminated in accordance with the
prior sentence, this Agreement, and Lender’s agreement to make advances on the
terms and conditions of this Agreement, 



 8
 









shall terminate on August 31,
2012, unless such term is extended by Lender and Borrower in writing or unless
earlier terminated pursuant to ARTICLE VIII hereof. Upon any termination or
expiration of this Agreement, all Obligations shall become immediately due and
payable by Borrower. Termination of this Agreement shall not limit Borrower’s
or Lender’s obligations under this Agreement arising prior to the effective
date of such termination, or which are otherwise contemplated to remain in
effect subsequent thereto.


2.04     Security Agreement.


(a)        To
secure payment and performance of the Wholesale Obligations and all other
Obligations (with the exception of Obligations under Lender’s Subordinated Debt
Facilities, and any Obligations arising in the future, if any, which Lender
expressly agrees, in writing, shall not be subject to the Security Interest),
Borrower hereby grants to Lender a security interest (the “Security
Interest”) in and to all of Borrower’s right, title and interest in
and to all present and future Property, in any form and in any location,
including, but not limited to, the following (collectively, the “Collateral”):


(i)         All
of Borrower’s now owned and hereafter acquired inventory, equipment, software
and other goods wherever located, of whatever kind, make, model, brand or
nature, that have been or hereafter are obtained from Lender (or any Affiliate
of Lender) or that are or were financed by Lender, together with all trade-ins,
accessions and rights relating to, and all proceeds of, any of the foregoing;


(ii)       All
now owned or hereafter arising or acquired accounts, general intangibles,
chattel paper, leases, instruments, certificated securities, checks, contracts
for sale, deposit accounts, documents (including those in electronic form), and
agreements arising from Borrower’s sale or lease of goods or provision of
services, or otherwise, that have been or hereafter are sold or assigned to
Lender, together with any goods that are the subject of any of the foregoing,
all support obligations relating to any of the foregoing, and all proceeds of
any of the foregoing;


(iii)      Borrower’s
present and future accounts with Lender and all credits and other amounts due
Borrower from Lender (or any Affiliate of Lender), and all proceeds of any of
the foregoing; and


(b)        The
Security Interest is, and at all times shall continue to be, a first priority
security interest, and is subject to no security interests or other liens other
than purchase money security interests and Permitted Liens.


(c)        Borrower
hereby appoints Lender as Borrower’s agent and attorney in fact for the
purposes of executing on behalf of Borrower, and in Borrower’s name, if
necessary, and filing in such places (including, without limitation, the State
of Delaware, in anticipation of the conversion transaction contemplated by Section 5.06)),
any and all financing statements, certificates of title (or applications
therefor) and other documents (and amendments thereto), all as Lender deems
necessary or advisable to evidence, perfect or maintain Lender’s security
interest in the Collateral.


(d)        Borrower
agrees to execute and deliver all such other documents and instruments, and
take any and all other actions, as are reasonably necessary to allow Lender to
perfect, and continuously maintain the perfection and first priority of, its
security interest in the Collateral.


Terms used herein that are not otherwise specifically
defined herein shall have the meaning ascribed to them in the Uniform
Commercial Code as enacted in the State of Wisconsin (“UCC”).


2.05     Intercreditor Agreements.   The parties acknowledge that
this Agreement shall not operate to terminate or otherwise modify the
undertakings and agreements of Lender, Bremer Bank or GE 



 9
 









Commercial Distribution
Finance Corporation under the intercreditor agreements of Lender with such Persons
(or the provisions of Section 6.02(j)).


2.06     Guaranty.   The
Lender hereby agrees for the benefit of the Borrower and the Guarantor that the
Guaranty shall automatically terminate upon satisfaction of the conditions set forth in the Consent Letter.


ARTICLE III

PAYMENT PROVISIONS


3.01     Interest and Principal.


(a)        Except
as otherwise provided in the Wholesale Finance Plans, the cumulative and unpaid
balance of Advances under Section 2.02 shall accrue interest at an annual
rate equal to the Interest Rate and shall be due and payable monthly as
provided in the Wholesale Finance Plans.


(b)        Borrower
agrees that the cumulative and unpaid principal balance of Advances shall be
due and payable at the time or times set forth in the Wholesale Finance Plans
(or if not specified therein, then payable upon demand by Lender) except as
payment of such amounts are accelerated pursuant to the terms of this
Agreement.


(c)        Borrower
shall pay Lender such reasonable fees and other charges, in such amounts and at
such times related to all of Borrower’s Wholesale Obligations, all as provided
in this Agreement and the Wholesale Finance Plans.


(d)        The
Wholesale Obligations may be prepaid in whole or in part at any time without
premium or penalty.


3.02     Set-off.   Lender may, at any time and from time to
time, without prior notice to Borrower, withhold and deduct from amounts
otherwise due to Borrower from Lender under this Agreement or otherwise, the
amount of any Wholesale Obligations then due and payable and Lender may apply
any amounts so withheld or deducted in reduction of such Wholesale Obligations.
Conversely, Lender may, at any time and from time to time, without prior notice
to Borrower, withhold or deduct from any Advance hereunder the amount of any
Obligations then due and payable by Borrower to Lender pursuant to any other
present or future agreement between Borrower and Lender and Lender may apply
amounts so withheld or deducted to such Obligations or Indebtedness owed to
Lender.


3.03     Statement of Account.   Borrower’s Obligations shall,
absent manifest error, be conclusively evidenced by Lender’s books and records,
Lender’s electronic settlement system (“ESS”) , or any
successor system to ESS, any promissory note or other document specifically
evidencing an Advance, and the terms and conditions of the Wholesale Finance
Plans. Lender will deliver monthly statements to Borrower which will include
detail regarding Borrower’s Wholesale Obligations and the Collateral. Unless
Borrower objects in writing within thirty (30) days after Lender’s mailing or
other transmission of such monthly statements to Borrower, such monthly
statements shall be deemed an account stated, and Borrower shall be deemed to
have accepted as accurate all information regarding the Wholesale Obligations
and Collateral set forth in such monthly statements.


3.04     Sale or Lease of Inventory Collateral.   So long as no
Event of Default exists hereunder, and subject to the terms and conditions of
this Agreement and the Wholesale Finance Plans, Borrower may with respect to
Collateral consisting of inventory (a) sell inventory only to End Users in
the ordinary course of Borrower’s business or to other authorized dealers if in
accordance with Wholesale Finance Plans through ESS or (b) lease or rent
inventory to End Users or to other authorized dealers if in accordance with
Wholesale Finance Plans through ESS on terms approved by Lender hereunder as
set forth in Section 4.03 and under the Wholesale Finance Plans. For
purposes hereof, the term “sale” shall include a 



 10
 









cash sale, conditional
sale, installment sale, finance lease or other similar transaction. For
purposes hereof an “End User” shall
mean any customer which is not a Related Interest of Borrower, who purchases
inventory in an “arms length” transaction for its use, lease or rental, but not
for resale. Sales to Affiliates engaged in the equipment rental business may be
permitted subject to all of the terms and conditions provided in the Wholesale
Finance Plans. Upon the sale or lease by Borrower of any item of inventory with
respect to which there is a specific Advance outstanding (other than short term
rentals of inventory permitted hereunder and inventory consisting of
replacement parts), such Advance shall be immediately due and payable.


3.05     Proceeds of Collateral.   All proceeds of Collateral
with respect to which there is a specific Advance outstanding shall be remitted
to Lender by Borrower in accordance with the terms of the Wholesale Finance
Plans. In addition, Borrower shall, upon demand by Lender and as Lender may
direct, hold all proceeds of Collateral in which Lender holds a first security
interest in express trust for Lender and deliver to Lender all proceeds of such
Collateral which are in Borrower’s possession and/or deposit all such proceeds
of Collateral in a separate account and not commingle such proceeds of
Collateral with any other funds of Borrower. If any proceeds of Collateral are
evidenced by notes, leases, Rental Contracts or checks (collectively “Payment Documents”), Borrower hereby assigns and, upon
demand, shall deliver and/or endorse such Payment Documents to Lender. It is
understood and agreed that the foregoing assignment is for security purposes
only and in accepting such assignment Lender does not assume any of Borrower’s
obligations with respect to such Payment Documents. If any proceeds of
Collateral are evidenced by customer accounts, Borrower shall, at any time upon
request, provide the necessary information to Lender to enable Lender to
collect such accounts directly from the customer. All payments received by
Lender that are attributable to the sale or lease of an item of Collateral with
respect to which there is a specific Advance outstanding shall be applied first
against that Advance and then, if any surplus exists, to such other Obligations,
or returned to Borrower, as Lender in its sole discretion, shall determine.


3.06     Taxes.


(a)        Any
and all payments by Borrower to Lender shall be made free and clear of, and
without deduction or withholding for, any Taxes. In addition, Borrower shall
promptly pay all Other Taxes.


(b)        Borrower
agrees to indemnify and hold Lender harmless for the full amount of Taxes or
Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this section, other than Excluded Taxes) paid by Lender
in respect of any sum payable hereunder and any liability (including penalties,
interest, additions to tax and expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.
Payment under this indemnification shall be made within 30 days after the date
Lender makes written demand therefor.


(c)        If
Borrower shall be required by law to deduct or withhold any Taxes or Other
Taxes from or in respect of any sum payable hereunder to Lender, then:


(i)         the
sum payable shall be increased as necessary so that after making all required
deductions and withholdings (including deductions and withholdings applicable
to additional sums payable under this section), Lender receives an amount equal
to the sum it would have received had no such deductions or withholdings been
made;


(ii)       Borrower
shall make such deductions and withholdings; and


(iii)      Borrower
shall pay the full amount deducted or withheld to the relevant taxing authority
or other authority in accordance with applicable law.



 11
 









(d)        Upon
request, Borrower shall furnish to Lender the original or a copy of a receipt
evidencing payment of Taxes or Other Taxes, or other evidence of payment
satisfactory to Lender.


(e)        Borrower shall do any and all actions requested by Lender to
establish any available exemption from, or reduction in the amount of,
otherwise applicable Taxes or Other Taxes.


ARTICLE IV

CONDITIONS PRECEDENT


4.01     Conditions to Effectiveness.   The effectiveness of this
Agreement is subject to the delivery of the following documents and
satisfaction of the following conditions precedent:


(a)        Guaranty.   Guarantor shall execute a Guaranty for all
present and future Obligations of Borrower to Lender substantially in the form
attached hereto as Exhibit A,
subject to the Guaranty terminating upon satisfaction of the conditions set
forth in the Consent Letter.


(b)        Financing Statements.   Lender shall have received
copies of UCC financing statements as filed with the appropriate governing
jurisdiction, and any other documentation reasonably requested by Lender,
evidencing the first priority and perfection of Lender’s security interest in
the Collateral.


(c)        Supporting Documents of Borrower.   Lender shall have
received the following documents:


(i)         a
certificate of Borrower’s President, attaching and certifying as to resolutions
of Borrower’s Board of Directors authorizing the execution, delivery and
performance of this Agreement and the other Transaction Documents (excluding
the Guaranty) and attaching a true and complete copy of Borrower’s certificate
of incorporation and by-laws; and


(ii)       a
certificate of Borrower’s President certifying as to the incumbency and
signatures of Borrower’s officers executing this Agreement and the other
Transaction Documents (excluding the Guaranty) and as to Borrower’s compliance
with the financial covenants herein as of the date of execution.


(d)        Financial Statements.   Borrower shall have delivered to
Lender: (i) Borrower’s audited Financial Statements for the fiscal year
ended January 31, 2007 prepared in accordance with GAAP, consistently
applied, and (ii) unaudited monthly Financial Statements for the interim
period from January 31, 2007 through the month immediately preceding the
date of execution of this Agreement.


(e)        Insurance.   Borrower will provide Lender with written
evidence of such insurance coverage and lender’s loss-payee endorsement
required by Section 5.03.


(f)         Fees and Expenses.   All fees and other amounts payable
by Lender hereunder on or prior to execution of this Agreement shall have been
paid.


(g)        Landlord’s Agreements.   Borrower shall have delivered
to Lender executed landlord’s agreements from landlords listed on Schedule 4.02(g) hereto under the heading “Affiliated
Landlords”, in substantially the form of Exhibit B attached
hereto (“Landlord Agreement”). Following the
initial Advance hereunder, and not a condition precedent thereto, Borrower
shall use best efforts to promptly obtain and deliver to Lender the Landlord
Agreement signed by each landlord listed on Schedule 4.02(g) hereto
under the heading “Other Landlords”


(h)        Other Documents.   Lender shall have received such other
certificates and other documents and undertakings, as may be reasonably
requested by Lender.



 12















4.02     Conditions Precedent to
Each Advance.   Lender may refuse, with or without cause, to
make any Advance. Nonetheless, Borrower’s ability to request a Advance is
subject to the satisfaction of the following conditions:


(a)        if
Borrower’s requested Advance is granted, the cumulative unpaid principal
balance shall not exceed the Aggregate Credit Limit;


(b)        no
Default or Event of Default shall have occurred and be continuing and such
Advance will not cause or result in a Default or Event of Default;


(c)        Borrower
shall execute and/or deliver to Lender such certifications and other
instruments as Lender may from time to time require.


4.03     Use of Funds; Rental Contracts.


(a)        Borrower
shall use the proceeds of any loan under this Agreement only to acquire new
equipment, used equipment or parts, and for no other purpose.


(b)        Borrower
may rent to End Users the inventory with respect to which Lender has made an
Advance, pursuant to the terms of Borrower’s rental contracts including all
amendments and supplements thereto (individually, a “Rental
Contract”). Advances with respect to such inventory will thereafter
be subject to the rates and terms of Lender’s financing program in effect for
goods which are rented, as reflected in the Wholesale Finance Plans and ESS.


(c)        All of
Borrower’s Rental Contracts must permit assignment to Lender, conform in all
respects with all applicable federal, state and local laws and otherwise be
acceptable to Lender. Borrower will indemnify Lender against any loss or damage
which Lender suffers, whether direct or indirect, resulting in any way from any
Rental Contract including any noncompliance with applicable laws  and any claims by Borrower’s customers
regarding Borrower’s obligations under the Rental Contracts.


(d)        All
Rental Contracts are hereby assigned to Lender. Borrower will immediately, upon
Lender’s request, deliver to Lender the executed originals of all Rental
Contracts and all related documents or mark such original Rental Contracts as
having been assigned to Lender. This assignment is a transfer for security
only, and, until Lender has foreclosed its interest in the Rental Contracts,
will not be deemed to delegate any of Borrower’s duties under the Rental
Contracts to Lender or constitute an assumption by Lender of such duties, nor
is it intended to alter or impair performance by either party to the Rental
Contracts.


(e)        Lender
may, from time to time, verify with End Users the accuracy of the Rental
Contracts and the location of any inventory which is the subject of a Rental
Contract. Borrower will immediately, upon Lender’s request, provide Lender with
copies of all such Rental Contracts, together with the following information
regarding such Rental Contracts which are in effect on the date of such
request: (i) name, address and telephone number of each End User who has
executed such a Rental Contract; (ii) the location of the inventory; (iii) the
date and all of the terms of each such Rental Contract; (iv) the payment
history with respect to each such Rental Contract; (v) the date when the
inventory is to be returned under each such Rental Contract; and (vi) any
other information which Lender may reasonably request.


(f)         Other
than to Lender, Borrower will not assign, sell, pledge, convey or by any other
means transfer any Rental Contracts or chattel paper covering inventory
financed by Lender, without Lender’s prior written consent. Borrower will not
enter into any Rental Contracts for inventory financed by Lender or against
which Lender has advanced funds pursuant to which: (i) the original term
of the Rental Contract (including renewal options) is greater than
one-hundred-eighty (180) days; (ii) the original term of the Rental
Contract is equal to or greater than 



 13
 









the remaining economic
life of such inventory; (iii) the customer is bound to renew the Rental
Contract for the economic life of such inventory or is bound to become the
owner of such inventory; or (iv) the customer has an option to renew the
Rental Contract for the remaining economic life of such inventory, or to become
the owner of such inventory, for nominal consideration, or for consideration
which is less than the unpaid balance owed to Lender for such inventory.


(g)        Borrower will take any action which Lender may reasonably
require to perfect and/or protect Lender’s security interest in Rental
Contracts and/or the inventory subject thereto and Borrower hereby authorizes
Lender to take any such action in Borrower’s name.


ARTICLE V

AFFIRMATIVE COVENANTS


Borrower covenants
and agrees that for so long as any Obligation remains unpaid under this
Agreement:


5.01     Financial Covenants.


(a)        Borrower’s
Wholesale Facility Minimum Debt Service Coverage Ratio shall not be less than
1.20 to 1.00 on a trailing twelve (12) month basis, measured at the end of each
fiscal quarter.


(b)        Borrower’s
Adjusted Debt to Tangible Net Worth Ratio shall not be greater than 3.00 to
1.00, as measured at the end of each fiscal quarter.


(c)        Concurrently
with the delivery of the certificate required by Section 5.02(e), Borrower
shall provide Lender a certificate signed by Borrower’s Chief Financial
Officer, in the form attached to this Agreement as Exhibit C,
reflecting calculation of the foregoing ratios under Sections 5.01(a) and
5.01(b) on a trailing 12-month/4 quarters basis.


5.02     Financial Statements and Other Information.   Borrower
shall deliver (including electronically if requested by Lender), in a form
satisfactory to Lender:


(a)        Borrower’s
monthly internally prepared Financial Statements, within 30 days following each
calendar month-end reflecting operations through the preceding month and
current reports of sales and inventory;


(b)        Borrower’s quarterly internally
prepared Financial Statements, within 30 days following each calendar quarter
reflecting operations through the preceding quarter and current reports of
sales and inventory;


(c)        Borrower’s annual business and
financial plan, which shall be delivered to Lender not later than 60 days after
the end of each fiscal year end of Borrower, with respect to the succeeding
fiscal year;


(d)        as
soon as available but in any event not later than 120 days after the end of
each of its fiscal year, copies of the Financial Statements for such fiscal
year, setting forth in comparative form the corresponding figures for the
preceding year, audited and accompanied by a report and unqualified opinion
(which shall not be limited as to the scope of the audit or qualified as to the
status of Borrower as a going concern) from an independent certified public
accountant selected by Borrower and approved by Lender, which approval shall
not be unreasonably withheld, each such statement prepared in accordance with
GAAP, consistently applied (except to the extent disclosed therein), and
audited in accordance with GAAP;


(e)        concurrently
with the delivery of each of the Financial Statements referred to in this
Section, a certificate of the Chief Financial Officer of Borrower stating
whether any Default or 



 14
 









Event of Default exists on
the date of such certificate and, if any Default or Event of Default then
exists, setting forth the details thereof and the action which Borrower is
taking or proposes to take with respect thereto;


(f)         written
notice of (i) any change in Borrower’s name, form of business
organization, principal executive office, business locations or Collateral
locations, or (ii) any Change of Control, in each instance at least thirty
(30) days prior to any such change (it being agreed and understood that the
giving of such notice shall not limit Lender’s rights and remedies relating to
the subject matter of such notice);


(g)        promptly,
copies of all proposed amendments or supplements to Borrower’s certificate of
incorporation and by-laws, or any other governing document including a copy of
documents proposed to be filed with the appropriate Governmental Authority,
which in each case would change Borrower’s name, place of formation, principal
executive office, directors, officers or agent for service of process (it being
acknowledged that that election of directors and appointment of officers by the
stockholders or Board is not subject to this paragraph, but is subject, in
certain respects, to Section 5.13 below);


(h)        immediately
upon Lender’s request, each Certificate of Title or Statement of Origin or
similar document (regardless of the document’s title) issued for any of the
Collateral which may be retained by Lender until the Advance with respect to
such Collateral has been fully repaid;


(i)         from
time to time such additional information readily available to Borrower
regarding the business, properties or the condition or operations of Borrower,
financial or otherwise, as Lender may reasonably request, including any auditor’s
management letters; and


(j)         from
time to time such other information readily available to Borrower relating to
the business, Property or condition or operation of Borrower, financial or
otherwise, as Lender may from time to time reasonably request.


5.03     Insurance.   Borrower shall at all times bear all risk
of loss of, damage to, or destruction of, the Collateral. Borrower shall
maintain public liability insurance and shall keep all Collateral insured
against risks covered by standard “all risk” forms of fire, theft, and extended
coverage insurance and such other risks as may be required by Lender, in
amounts and with such deductibles, under policies issued by such insurance
companies all as are satisfactory to Lender. Borrower agrees to deliver
promptly to Lender certificates, or if requested, policies of insurance,
satisfactory to Lender, each with an endorsement naming Lender or its assigns
as additional insured or lender loss payee as their interests may appear, along
with proof of payment of the premium therefor. Each policy shall provide that
Lender’s interest therein will not be invalidated by the acts, omissions or
neglect of anyone other than Lender, and will contain the insurer’s agreement
to give thirty (30) days prior written notice to Lender before any cancellation,
lapse, expiration or other termination of, or any material change in, the
policy will be effective as to Lender, whether such termination or change is at
the direction of Borrower or insurer. Borrower assigns to Lender all policies
and all proceeds of such insurance, including returned and unearned premiums,
not to exceed the sum of all Obligations, as additional security. Borrower
directs all insurers to pay such proceeds directly to Lender, and Borrower
shall hold in trust for Lender and promptly remit to Lender, in the form
received with all necessary endorsements, any proceeds of such insurance which
Borrower may receive. Lender shall apply any proceeds of insurance which may be
received by it toward payment of the Obligations to which such insurance
proceeds relate, whether or not then due, such proceeds to be applied first to
interest and then to principal. Excess insurance proceeds, if any, shall be
returned to Borrower or applied to any other Obligations as Lender in its
discretion may determine. In the event any item of Collateral is damaged and a
claim submitted to the insurer is in dispute, Borrower will pay the unpaid
balance of all Advances attributable to the damaged Collateral, plus all
accrued interest thereon, within five (5) days of Lender’s request. If, in
the opinion of Lender, Borrower fails to maintain insurance on the Collateral
in an amount 



 15
 









or manner satisfactory to
Lender, Lender may, but shall not be obligated to, purchase such insurance, and
Borrower agrees to immediately reimburse Lender, upon demand, for any payment
made or expense incurred by Lender in purchasing such insurance, plus interest
thereon at the post-maturity interest rate specified in the Wholesale Finance
Plans.


5.04     Locations.   Borrower shall keep all Collateral at one
of the locations identified in Schedule 5.04
and shall give Lender at least thirty (30) days written notice prior to moving
any Collateral to another location while an Advance with respect to such
Collateral is outstanding.


5.05     Notice of Default and Litigation.   Borrower shall
furnish to Lender, promptly but in any event not later than three Business Days
after Borrower obtains knowledge thereof:


(a)        notice
of any Default or Event of Default, or the occurrence of any event or
circumstance, including any pending action, suit or proceeding, which may
materially and adversely affect Borrower’s ability to perform its Obligations
under any Transaction Document to which it is a party, signed by Borrower’s
President or Chief Financial Officer, describing such Default or Event of
Default or event or circumstance and the steps that Borrower proposes to take
in connection therewith;


(b)        notice
of the commencement of any litigation against Borrower or Guarantor (prior to
the termination of the Guaranty) involving in the aggregate a potential
liability of $100,000 or more; and


(c)        notice
of the appointment of an inspector or auditor pursuant to any applicable
Requirements of Law to investigate any financial or criminal misconduct in
respect of all or any part of Borrower’s affairs or business.


5.06     Corporate Existence; Maintenance of Governmental Approvals.   Borrower
shall at all times preserve and keep in full force and effect its
organizational existence, and shall not change the form of entity or state of
formation, except as permitted by the last sentence of this Section 5.06. Borrower
shall maintain in full force and effect all governmental approvals, consents,
licenses and authorizations which may be necessary or appropriate under any
applicable Requirements of Law (i) for the conduct of its business, (ii) for
the execution, delivery and performance of the Transaction Documents by
Borrower and (iii) for the validity or enforceability hereof and thereof. Without
limiting the generality of the following, following the consummation of an IPO,
Borrower shall not permit to exist a delisting of its common stock from The
NASDAQ Stock Market as consequence of (i) the stockholders’ equity of
Borrower being below $2,500,000 or (ii) the net income of Borrower from
continuing operations being below $500,000 in the most recently completed
fiscal year and in two of the last three most recently completed fiscal years. Borrower
may convert to a Delaware corporation under Section 265 of the General
Corporation Law of the State of Delaware so long as the following conditions
are satisfied: (A) Borrower shall provide Lender copies of the documents
and instruments relating to such conversion, and not less than five (5) business
days prior to the effectiveness of such conversion to review same, and (B) such
conversion shall not, regardless of the foregoing review right of Lender,
impair Lender’s rights and remedies under this Agreement, including, without
limitation, the Security Interest and the priority thereof.


5.07     Payment of Taxes.   Borrower shall pay and discharge,
before the same shall become delinquent, all taxes, assessments and other
governmental charges and levies imposed on it or any of its Properties or in
respect of its business or income, except for (a) those being contested in
good faith by proper proceedings diligently conducted and against which
adequate reserves, in accordance with GAAP consistently applied, have been
funded and are being maintained and (b) any tax, assessment, charge or
levy the failure to pay or discharge which would not materially adversely
affect the ability of Borrower to meet its Obligations under this Agreement or
the other Transaction Documents. If Borrower fails to pay any taxes, fees or
other obligations which may impair Lender’s interest in the Collateral, or
fails to keep 



 16
 









the Collateral insured,
Lender may, but shall not be required to, pay such amounts. Such paid amounts
will be deemed an additional Advance under this Agreement and treated as
principal which Borrower owes to Lender, and shall be subject to interest as
provided herein.


5.08     Compliance with Laws.   Borrower shall comply with all
applicable Requirements of Law, the non-compliance with which would, singly or
in the aggregate, have a Material Adverse Effect with respect to Borrower,
unless the same shall be contested by Borrower in good faith and by appropriate
proceedings and such contest shall operate to stay the Material Adverse Effect
of any such non-compliance.


5.09     Conduct of Business and Maintenance of Existence.   Borrower
shall continue to engage principally in the business of the same general type
as now conducted by Borrower and do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its corporate existence and
its rights, privileges and franchises.


5.10     Protection of Collateral.   Borrower shall take all action
necessary to ensure (i) that Borrower has good title to all Collateral, (ii) that
Lender’s security interest in the Collateral shall at all times be a first
priority security interest, senior to all interests of third parties, except
for Permitted Liens and except to the extent that Lender agrees in writing to
subordinate its interest to another party, and (iii) that the Collateral
is adequately protected and the inventory is maintained in good working order
and condition.


5.11     Inspection of Collateral; Books and Records; Discussions.


(a)        Borrower
shall install and maintain in good order an accounting system capable of
generating information in sufficient detail as is required to be reported to
Lender under this Agreement and the Wholesale Finance Plans, and shall keep
proper books of record and account in which full, true and correct entries in
conformity with GAAP consistently applied, and all Requirements of Law shall be
made of all dealings and transactions in relation to its business and activities.


(b)        Borrower
shall maintain all such books of record and account at its principal executive
office.


(c)        Borrower’s
Authorized Officers shall be available for quarterly meetings with Lender and
Lender’s representatives, if and as requested by Lender.


(d)        Borrower
shall permit Lender’s representatives to visit and inspect any of the
Collateral, and to examine any and all of Borrower’s books and records, bank
statements and deposit records and all supporting data, and make copies of any
of the foregoing, at any reasonable time during Borrower’s normal business
hours and as often as may reasonably be desired, and to discuss the business,
operations, Collateral and financial and other condition of Borrower with
officers and employees of Borrower and with its independent certified public
accountants.


5.12     Perfection of Security Interest.   Borrower shall take
any and all actions necessary to permit Lender to perfect its security interest
in the Collateral and to ensure that such interest is a first priority lien
except for purchase money security interests and Permitted Liens.


5.13     Succession Plan.   Within one year after
the consummation of an IPO, Borrower agrees to provide Lender 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 Borrower if David Meyer or Peter Christianson were to not to serve in such
roles, which proposed succession plan shall be subject to the written consent
of Lender in its reasonable discretion. In addition, any change in the
individuals that serve as Chief Executive Officer, President/Chief Operating
Officer of Borrower shall require the consent of Lender, which consent shall
not be unreasonably withheld, provided that Lender hereby consents to Peter
Christianson serving as Chief Executive Officer.



 17
 









5.14     Notice of Change of Control; Certain Stock Transfers.


(a)        Borrower
shall give Lender written notice of a Change of Control 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 Borrower, within three (3) days’ after the date
Borrower first became aware of such Change in Control in the exercise of due
diligence. Such notice obligation shall not limit or modify Section 8.01(l) or
otherwise limit or modify Lender’s rights and remedies upon a Change of
Control.


(b)        Lender’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 Borrower stock that he holds immediately following the IPO or
transactions entered into in connection therewith, provided, however, that upon
submission by Borrower and approval by Lender in its reasonable discretion of
an ownership succession plan, additional shares of Borrower stock may be sold
to third parties pursuant to such plan.


5.15     Further Assurances.   Borrower
will, at its own cost and expense, execute and deliver to Lender all such other
documents, instruments and agreements and do all such other acts and things as
may be reasonably required to enable Lender to exercise and enforce their
rights under this Agreement and under the other Transaction Documents, and to
carry out the intent of this Agreement and the other Transaction Documents.


ARTICLE VI

NEGATIVE COVENANTS


Borrower covenants
and agrees that for so long as any Obligation under this Agreement remains
unpaid:


6.01     Collateral.   Borrower will not at any time without
Lender’s express prior written consent:


(a)        sell,
rent, lease, consign or otherwise dispose of or transfer any of the Collateral,
other than in the ordinary course of its business and as permitted under this
Agreement and the Wholesale Finance Plans; or


(b)        move
any Collateral out of the United States of America.


6.02     Negative Pledge.   Borrower shall not create, incur,
assume or suffer to exist any lien of any nature upon any substantial part of
its present or future assets to secure any indebtedness of Borrower without
Lender’s express prior written consent, except the following (“Permitted Liens”):


(a)        Any
liens securing the Obligations in favor of Lender;


(b)        Liens
for taxes or assessments or other government charges or levies if not yet due
and payable or, if due and payable, if they are being contested in good faith
by appropriate proceedings and for which appropriate reserves are maintained;


(c)        Liens
imposed by law, such as mechanics’, materialmen’s, landlords’, warehousemen’s
and carrier’s liens, and other similar liens, securing obligations incurred in
the ordinary course of business that are not past due or that are being
contested in good faith by appropriate proceedings and for which appropriate
reserves have been established;


(d)        Liens
to secure the performance of surety, stay, appeal, indemnity, performance or
other similar bonds, or other similar obligations arising in the ordinary
course of business;



 18
 









(e)        Liens
on any property of Borrower (or the contract for the acquisition of any such
property) acquired or constructed after the date of this Agreement which is
existing or created at the time of such acquisition or construction and secures
payment of or money borrowed or raised to finance payment of the acquisition or
construction cost of such property, provided, the
indebtedness secured by such property does not exceed the value of such
property;


(f)         Liens
arising in favor of any Governmental Authority by operation of law;


(g)        Liens
arising in the ordinary course of the day-to-day operations of Borrower not
related to borrowing;


(h)        Existing
Liens on the assets of Borrower on and as of the date hereof and listed on Schedule 6.02(h) hereto provided, however, that Schedule 6.02(h) need not list any purchase money
security interests;


(i)         Purchase
money security interest (including security interests in the accounts
receivable and proceeds from the sale thereof of inventory items subject
thereto; and


(j)         Liens
granted in favor of Bremer Bank and other lender to Borrower that provides an
operating line or working capital facility for Borrower if Borrower and Lender
enter into an intercreditor agreement with such other lenders (and in
connection therewith, Lender agrees to not unreasonably withhold its consent to
entering into any such intercreditor agreement which is in form and content
usual and customary for such agreements).


6.03     Mergers; Acquisitions.   Without Lender’s express prior written consent,
Borrower shall not engage in (i) any dissolution, liquidation, or any
action for the purpose of winding up its business, (ii) any acquisition of
all or substantially all of the business or assets of, or any equity investment
in, or loan (other than extensions of credit in the ordinary course of
business) to, a dealer authorized by one or more of Lender’s Affiliates to sell
the branded products of such Affiliate(s), (iii) any consolidation or
merger with or into any other business entity in which Borrower is not the
surviving entity, (iv) any business activity that would result in Borrower
violating Section 5.09, or (v) the transfer, lease or sale, in
one transaction or any combination of transactions, of all or substantially all
of the property or assets of Borrower. In
addition and without limiting the generality of the foregoing, Borrower shall
not acquire all or substantially all of the business or assets or equity of, or
make an equity investment in (excluding for cash equivalents, short-term
investments, or publicly traded securities where Borrower would own less than
2% of the issuer, or in subsidiaries) or make a loan to (other than (a) extensions of credit to
customers, or (b) other
loans not exceeding $500,000 in the aggregate) any Person which is not a dealer
authorized by one or more of Lender’s Affiliates to sell the branded products
of such Affiliate(s), unless the following conditions precedent are satisfied: (A) Borrower shall provide Lender
with reasonable prior written notice of any such acquisition together with (i) copies of the material
instruments and agreements relating thereto, and (ii) Borrower’s
certification as to the pro forma absence of default under either of the
financial covenants set forth in Section 5.01
(as more fully set forth in the following clause (B)), and (B) immediately after giving
effect to any such acquisition, Borrower shall not be in default of either of
the financial covenants set forth in Section 5.01
(measured, for purposes hereof, on the day after the effective date of such
acquisition or such other date as Borrower and Lender may agree upon).


6.04     Subsidiaries.   Borrower
shall not establish, create or acquire any subsidiary, if such subsidiary would
(i) own or control any Collateral of Borrower, unless Borrower and such
subsidiary execute and deliver to Lender, on a timely basis, such documents and
instruments as Lender may reasonably require in order for Lender to maintain
the Security Interest and the priority thereof, or (ii) become a borrower
under this Agreement, unless such subsidiary executes and delivers to Lender
such documents and instruments as Lender may reasonably require.



 19















ARTICLE VII

REPRESENTATIONS AND WARRANTIES


Borrower represents
and warrants that as of the date of this Agreement and, as of the date of each
Advance, shall be deemed to represent and warrant:


7.01     Corporate Existence and Power.


(a)        Borrower
is a corporation duly incorporated and validly existing under the laws of the
State of North Dakota and has all requisite corporate power and authority and
legal right to conduct its business, to own its properties and to execute and
deliver, and to perform all of its obligations under, this Agreement and the
other Transaction Documents to which it is a party.


(b)        Borrower
has provided Lender with a copy of Borrower’s Articles of Incorporation and
will provide any subsequent amendments thereto bearing indicia of filing from
the appropriate Governmental Authority, or such other documents verifying
Borrower’s true and correct legal name.


(c)        Borrower
is qualified to do business as a foreign corporation under the laws of each
jurisdiction in which the failure to be so qualified could be reasonably be
expected to have a Material Adverse Effect.


7.02     Corporate
Authority, Enforceable Obligations.


(a)        The
execution, delivery and performance by Borrower of this Agreement and the other
Transaction Documents to which Borrower is a party have been duly authorized by
all necessary corporate action.


(b)        This
Agreement and the other Transaction Documents to which Borrower is a party
constitute legal, valid and binding obligations of Borrower enforceable against
Borrower in accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally or general equity
principles.


7.03     Compliance with
Law and Other Instruments.   Neither the execution, delivery or
performance of this Agreement or any of the other Transaction Documents to
which Borrower is a party nor the consummation of the transactions herein or
therein contemplated, nor compliance with the terms and provisions hereof or
thereof, will (i) contravene any Requirements of Law to which Borrower is
subject, or any judgment, decree, franchise, order or permit applicable to
Borrower, (ii) conflict or be inconsistent with or result in any breach
of, any of the terms, covenants, conditions or provisions of, or constitute a
default under, any material contractual obligation to which Borrower is a party
or by which Borrower or any of its material Properties is bound or to which it
may be subject, (iii) violate any provision of the articles of
incorporation or by-laws of Borrower or (iv) result in the creation or
imposition of (or the obligation to create or impose) any lien upon any
material Property of Borrower.


7.04     Litigation.   Except
as disclosed on Schedule 7.04, there are no
actions, suits, attachments or proceedings pending or, to Borrower’s knowledge,
threatened against Borrower or its Properties before any court, tribunal or
other Governmental Authority (including the Securities and Exchange Commission
of the United States and any regulatory commission of any jurisdiction):   (a) with
respect to this Agreement, any other Transaction Document or the transactions
contemplated hereby or thereby or (b) which, if determined adversely to
the interest of Borrower, could be reasonably expected to have a Material
Adverse Effect.


7.05     Governmental
Approvals.   All regulatory consents, authorizations, approvals,
exemptions and filings required to be obtained or made by Borrower under the
federal and state laws of the United 



 20
 









States for the valid
execution, delivery and performance of this Agreement and the Transaction
Documents, and the conduct of its business, have been obtained or made and are
in full force and effect.


7.06     Financial
Information.   Borrower’s Financial Statements have been
prepared in accordance with GAAP consistently applied, and fairly present, as
applicable, the results of operations, cash flows, and financial condition of
Borrower for the respective periods covered by such Financial Statements and as
of the end of such periods, and, since January 31,
2007, no development or event has occurred which has had or could reasonably be
expected to have a Material Adverse Effect with respect to Borrower.


7.07     Absence of
Default.   No circumstance or event has occurred and is
continuing which would constitute a Default or an Event of Default under this
Agreement.


7.08     Taxes,
Assessments and Fees.   Borrower has timely filed all tax
returns, reports or statements that are required to be filed by it and has paid
all taxes due pursuant such returns, reports or statements except for (i) such
taxes as are being contested in good faith by proper proceedings, diligently
conducted and against which adequate reserves in accordance with GAAP, consistently
applied, are maintained; and (ii) any failure to effect or pay which would
not materially adversely affect the ability of Borrower to meet its obligations
under this Agreement or the other Transaction Documents to which Borrower is a
party.


7.09     Borrower Status.   Borrower is not required to be
registered as an “investment company” within the meaning of the Investment
Company Act of 1940, as amended and Borrower is not a “holding company” or a “subsidiary
company” of a “holding company” as defined in the Public Utility Holding
Company Act of 1935, as amended.


7.10     First Priority Security Interest.   Borrower represents
and warrants that the Security Interest is a first priority security interest,
subject to no other security interests or liens other than purchase money
security interests and Permitted Liens.


7.11     No Liens.   Except for purchase money security interests
and Permitted Liens, there are no Liens on any material Property of Borrower
except such liens as have been or may be created under this Agreement and the
other Transaction Documents to which it is a party.


7.12     ERISA Compliance.   The consummation of the transactions
contemplated by this Agreement will not constitute a prohibited transaction for
which there is no available exemption within the meaning of Section 406 of
ERISA or Section 4975 of the Code. Borrower has not incurred nor is
reasonably expected to incur any liability under Title IV of ERISA to the PBGC
(other than for the payment of premiums to the PBGC). Each Plan is in
compliance in all material respects with the applicable provisions of ERISA,
the Code and all other applicable federal and state laws and regulations
thereunder. No Plan has incurred any material accumulated funding deficiency
(as defined in Section 412(a) of the Internal Revenue Code of 1986,
as amended), whether or not waived. No event for which notice to the PBGC is
required has occurred and is continuing with respect to any Plan. Borrower has (i) no
material liability under any multiple employer plan (within the meaning of Section 413(c) of
the Code), (ii) no liability under any Plan which provides for
post-retirement welfare benefits except as noted in Borrower’s financial
statements, and (iii) no Plan which provides for “parachute payments”
(within the meaning of Section 280G(b) of the Code).


7.13     Environmental.   Borrower (i) is and has been in
compliance with all applicable Environmental Laws; (ii) represents that
there is no civil, criminal or administrative judgment, action, suit, demand,
claim, hearing, notice of violation, investigation, proceeding, notice or
demand letter pending or, to its knowledge, threatened against Borrower
pursuant to Environmental Laws which would reasonably be expected to result in
a fine, penalty or other obligation, cost or expense which would result in a
Material Adverse Effect; and (iii) represents that there are no past or
present events, conditions, circumstances, activities, practices, incidents,
agreements, actions or plans which may prevent compliance with, or which have
given rise to or will give rise to any material liability under, such
Environmental Laws.



 21
 









7.14     Insurance.   All binders for policies of insurance of
any kind or nature owned by or issued to Borrower, including policies or bonds
of fire, theft, product liability, general liability, property, casualty,
employee fidelity, worker’s compensation, employee health and welfare
insurance, are in full force and effect and all such policies are of a nature
and provide such coverage as is required by any Governmental Authority and are
on such basis and have such limits per occurrence and in the aggregate as are
sufficient and are subject to such deductibles as are appropriate, given the
size, character and financial strength of Borrower and the customary practices
of similar companies. Borrower is in compliance with all terms and conditions
of such policies, has paid all premiums when due and has received no notice of
termination of any such policies.


7.15     Disclosure.   All
documents, instruments and agreements furnished by Borrower to Lender in
connection with the Transaction Documents, Advances, and the transactions
contemplated by this Agreement are true, correct and complete in all material
respects.


ARTICLE VIII

EVENTS OF DEFAULT


8.01     Events of Default.   Any
of the following specified events shall constitute “Events of
Default” for the purposes of this Agreement:


(a)        Payment Defaults.   Borrower
fails to pay any principal or interest of any Advance when due in accordance
with the terms hereof and the Wholesale Finance Plans.


(b)        Representations and Warranties.   Any representation or
warranty made by Borrower or Guarantor herein or in any other Transaction
Document or which is contained in any certificate, document or financial or
other statement furnished at any time under or in connection with this
Agreement or any other Transaction Document shall prove to have been incorrect
in any material respect on or as of the date made or deemed made.


(c)        Other Borrower Defaults.   Borrower fails to perform or
observe any term, covenant or agreement contained in this Agreement or any
other Transaction Document or any other agreement between Lender and Borrower
and, if such failure is capable of being remedied, such failure shall continue
unremedied for the lesser of (i) the period specified in the Wholesale
Finance Plans, if applicable, and (ii) a period of five (5) days
after written notice thereof has been given to Borrower by Lender, it being
understood that no cure period will be available for a breach of Borrower’s
financial covenants set forth in this Agreement.


(d)        Default Under Other Agreements.   Borrower fails to pay
any Obligations owed to Lender when due under any other agreement with Lender,
or breaches or defaults under any agreement for Indebtedness (other than under
a Transaction Document) or any agreement with a third party and such failure,
breach or default shall (i) consist of the failure to make any payment in
respect of any Indebtedness when due (whether at scheduled maturity, by
required prepayment, acceleration, demand or otherwise) after giving effect to
any applicable grace or notice period, or (ii) result in, or continue
unremedied for a period of time sufficient to permit, the acceleration of the
obligations owed by Borrower thereunder.


(e)        Termination of all Dealer Agreements Due to Breach.   If
all of Borrower’s dealer agreements with Lender’s Affiliates are terminated by
such Affiliates due to Borrower’s breach thereof.


(e)        Guarantor.   Guarantor dies or becomes incapacitated, or
notifies Lender of its intent to terminate, or terminates, the Guaranty, or
otherwise breaches any terms contained in any other agreement between Guarantor
and Lender. Guarantor fails to perform or observe any term, covenant or
agreement contained in any Transaction Document to which he is a party or any
other 



 22
 









agreement between Lender
and Guarantor after giving effect to any applicable grace or notice period. Notwithstanding
anything to the contrary set forth in this Agreement, all terms and conditions
of this Agreement expressly applicable to the Guaranty or the Guarantor,
including, without limitation, this Section 8.01(e) (but excluding Section 2.06),
shall cease to be in effect upon termination of the Guaranty due to the
satisfaction of the conditions thereto set forth in the Consent Letter.


(f)         Collateral and Proceeds.   Borrower abandons the
Collateral or fails to deliver proceeds of Collateral to Lender as required by
this Agreement or the Wholesale Finance Plans.


(g)        Insolvency of Borrower or Guarantor.   Borrower or
Guarantor shall admit in writing its (or his) inability to pay its or his debts
generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its (or his) creditors, or voluntarily suspend payment of its (or
his) obligations, consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to Borrower or Guarantor, as
applicable, or of or relating to all or substantially all of its (or his)
property; or a decree or order of a court or agency or supervisory authority
having jurisdiction over Borrower or Guarantor, as applicable, in an
involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law or the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceeding, or for the winding-up or liquidation of its
affairs, shall have been entered against Borrower or Guarantor and if such
proceeding is being contested by Borrower or Guarantor, as applicable, in good
faith, such decree or order shall have remained in force undischarged or
unstayed for a period of 60 days or results in the entry of an order for relief
or any such adjudication or appointment.


(h)        Cessation of Business.   Borrower shall cease to carry
on its business as currently operated.


(i)         Monetary Judgments.   One or more judgments, orders or
decrees involving in the aggregate a liability of $100,000 or more shall be
rendered against Borrower or Guarantor, and either (i) enforcement
proceedings shall have been initiated by any creditor upon such judgment or
order or (ii) such judgment or order shall not have been vacated,
discharged, stayed or bonded pending appeal within 30 days from the entry
thereof.


(j)         Validity of Documents.   This Agreement, or any other
Transaction Document shall for any reason, cease to be in full force and effect
in any material respect or shall be declared by a court of competent
jurisdiction to be null and void in whole or in part, or the validity or enforceability
thereof shall be contested by Borrower or Guarantor or any Governmental
Authority, or Guarantor shall deny he has any or further liability or
obligation under the Guaranty; or it shall become unlawful for Borrower or
Guarantor to perform any of its (or his) obligations under this Agreement or
any other Transaction Document to which it (or he) is a party.


(k)        Material Adverse Effect.   Any Material Adverse Effect
with respect to the financial condition or results of operations of Borrower or
Guarantor which in the reasonable opinion of Lender creates the likelihood of
the occurrence of any other Event of Default.


(l)         Change of Control.   Any Change of Control with respect
to Borrower.


8.02     Remedies.   If any Event of Default has occurred and is
continuing:


(a)        Lender
may at any time, without notice or demand to Borrower, do any one or more of
the following: terminate this Agreement or any other agreement between the
Lender and the Borrower, declare all or any part of the debt Borrower owes
Lender immediately due and payable, 



 23
 









together with all costs
and expenses of Lender’s collection activity, including all reasonable
attorneys’ fees; exercise any rights or remedies under applicable law or in
equity; and/or cease extending any additional credit to Borrower which shall
not be construed to limit the discretionary nature of this credit facility.


(b)        Borrower
will segregate and keep the Collateral in trust for Lender, and will not
dispose of or use any Collateral, nor further encumber any Collateral.


(c)        Upon
Lender’s demand, Borrower will immediately deliver the Collateral to Lender at
a place specified by Lender, together with all related documents; or Lender
may, without notice or demand to Borrower, take immediate possession of the
Collateral together with all related documents, including the original Rental
Contracts assigned hereunder and Lender may collect in Lender’s name all
amounts owed to Borrower under such Rental Contracts.


(d)        Lender
may, without notice, apply a default finance charge to Borrower’s outstanding
principal indebtedness equal to the default rate specified in the Wholesale
Finance Plans, but not in excess of the highest lawful contract rate of
interest permitted under applicable law.


(e)        Lender
may exercise its rights under the Guaranty.


(f)         All
or any one or more of the rights, powers, privileges and other remedies
available to Lender against Borrower under the Transaction Documents or at law
or in equity may be exercised by Lender at any time and from time to time,
whether or not all or any of the Obligations owed to Lender shall be declared,
or be automatically, due and payable, and whether or not Lender shall have
commenced any foreclosure proceeding or other action for the enforcement of its
rights and remedies under any of the Transaction Documents. Any such actions
taken by Lender shall be cumulative and concurrent and may be pursued
independently, singly, successively, together or otherwise, at such time and in
such order as Lender may determine in its discretion, to the fullest extent
permitted by law, without impairing or otherwise affecting the other rights and
remedies of Lender permitted by law, equity or contract or as set forth in the
Transaction Documents.


(g)        Borrower
grants Lender an irrevocable power of attorney to: execute or endorse on
Borrower’s behalf any checks, drafts or other forms of exchange received as
payment on any Collateral for deposit in Lender’s account; execute financing
statements, instruments, Certificates of Title and Statements of Origin
pertaining to the Collateral; sell, assign, transfer, negotiate, demand,
collect, receive, settle, extend, or renew any amounts due on any of the
Collateral; do anything Borrower is obligated to do hereunder; initiate and
settle any insurance claim pertaining to the Collateral; and do anything to
preserve and protect the Collateral and Lender’s rights and interests therein.


8.03     Delay and
Waiver.   No
delay or omission to exercise any remedy, right or power accruing upon an Event
of Default, or the granting of any indulgence or compromise by Lender shall
impair any such remedy, right or power hereunder or be construed as a waiver
thereof, but any such remedy, right or power may be exercised from time to time
and as often as may be deemed expedient. A waiver of one Default or Event of
Default shall not be construed to be a waiver of any subsequent Default or
Event of Default or to impair any remedy, right or power consequent thereon.



 24















8.04     Expenses of
Collection and Enforcement.   Borrower shall be liable to Lender
for all expenses of retaking, holding, preparing for sale and selling the
inventory and other Collateral, all collection costs, court costs, legal
expenses and reasonable attorneys’ fees and any other expenses incurred by
Lender arising out of or relating to the Event of Default, in enforcing this
Agreement (including, without limitation, any such expenses and fees incurred
by Lender in connection with any refinancing or restructuring of the
Obligations), in collecting any Obligation owed by Borrower to Lender, or in
proceeding against the Collateral. The foregoing costs, fees and expenses shall
constitute a part of the Obligations and shall bear interest at the default
rate as specified in the Wholesale Finance Plans. Borrower shall be liable for
any deficiency remaining due on the Obligations after disposition of the
Collateral. If any, Lender shall pay to Borrower any surplus funds remaining
after the Obligations are fully satisfied.


8.05     Right of
Set-Off.   Notwithstanding any other provision of this
Agreement, upon the occurrence and during the continuance of any Event of
Default, Lender is hereby authorized at any time and from time to time, without
prior notice to Borrower and to the fullest extent permitted by applicable law,
to set-off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by Lender to or for the credit or the account of Borrower against any and all
of the Obligations of Borrower now or hereafter existing under this Agreement,
whether or not Lender shall have made any demand hereunder and although such
Obligations may be unmatured. For clarity, the right of set-off herein shall
not limit the right of set-off under Section 3.02.


8.06     Authority to
Perform.   If Borrower fails to perform any covenant or
obligation contained herein and such failure shall continue for a period of
five (5) Business Days after Borrower’s receipt of written notice thereof
from Lender, without in any way limiting Lender’s right to exercise any of its
rights, powers or remedies as provided hereunder, or under any of the other
Transaction Documents, Lender may, but shall have no obligation to, perform, or
cause performance of, such covenant or obligation, and all costs, expenses,
liabilities, penalties and fines of Lender incurred or paid in connection
therewith shall be payable by Borrower to Lender upon demand and if not paid
shall be added to the Obligations (and to the extent permitted under applicable
laws, secured by the Collateral) and shall bear interest thereafter at the
default rate as specified in the Wholesale Finance Plans. Notwithstanding the
foregoing, Lender shall have no obligation to send notice to Borrower of any
such failure other than as may be required by the Wholesale Finance Plans.


8.07     Power of
Attorney.   For so long as any Obligations remain unpaid,
Borrower hereby grants Lender an irrevocable power of attorney, exercisable at
any time, to (i) execute or endorse on Borrower’s behalf any checks,
drafts or other forms of exchange received as payment on any Collateral for
deposit in Lender’s account; (ii) execute financing statements,
instruments, Certificates of Title and Statements of Origin pertaining to the
Collateral; (iii) sell, assign, transfer, negotiate, demand, collect,
receive, settle, extend, or renew any amounts due on any of the Collateral; (iv) take
any action that Borrower is obligated to do hereunder; (v) initiate and
settle any insurance claim pertaining to the Collateral; and (vi) do
anything to preserve and protect the Collateral and Lender’s rights and
interests therein. Lender may provide to any third party any standard credit
information on Borrower that Lender may from time to time possess in response
to a request for a credit rating, and any other information on Borrower that
Lender may from time to time possess if required by law. Lender may obtain from
any Supplier, manufacturer or distributor, any credit, financial or other
information regarding Borrower that such Supplier, manufacturer or distributor
may from time to time possess.



 25
 









8.08     Subsequent Documentation.   Borrower agrees
that, from time to time, upon the reasonable request of Lender, it will execute
such documents and instruments containing terms and conditions mutually
satisfactory to Borrower and Lender to further effectuate the terms hereof
including, without limitation, to provide any omitted information and to
correct errors in any documents or agreements between Borrower and Lender.


ARTICLE IX

MISCELLANEOUS


9.01     Patriot Act.


(a)        Borrower
will use its good faith and commercially reasonable efforts to comply with the
Patriot Act and all applicable requirements of governmental authorities having
jurisdiction over Borrower, including those relating to money laundering and
terrorism. Lender shall have the right to audit Borrower’s compliance with the
Patriot Act and all applicable requirements of governmental authorities,
including those relating to money laundering and terrorism, and Borrower shall,
upon Lender’s request, obtain for Lender the right to audit such compliance on
the part of Guarantor. In the event that Borrower fails to comply (or cause
such compliance) with the Patriot Act or any such requirements of governmental
authorities, then Lender may, at its option, cause Borrower to comply or Lender
may compel compliance by Guarantor therewith and any and all reasonable costs
and expenses incurred by Lender in connection therewith shall be secured by the
Collateral and shall be immediately due and payable.


(b)        Neither
Borrower nor any owner of a direct or indirect interest in Borrower (a) is
listed on any Government Lists (as defined below), (b) is a person who has
been determined by competent authority to be subject to the prohibitions
contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or
any other similar prohibitions contained in the rules and regulations of
OFAC or in any enabling legislation or other Presidential Executive Orders in
respect thereof, (c) has been previously indicted for or convicted of any
felony involving a crime or crimes of moral turpitude or for any Patriot Act
Offense (as defined below), or (d) is currently under investigation by any
Governmental Authority for alleged criminal activity. For purposes hereof, the
term “Patriot Act Offense” means any violation
of the criminal laws of the United States of America or of any of the several
states, or that would be a criminal violation if committed within the
jurisdiction of the United States of America or any of the several states,
relating to terrorism or the laundering of monetary instruments, including any
offense under (a) the criminal laws against terrorism; (b) the
criminal laws against money laundering, (c) the Bank Secrecy Act, as
amended, (d) the Money Laundering Control Act of 1986, as amended, or the (e) Patriot
Act. Patriot Act Offense also includes the crimes of conspiracy to commit, or
aiding and abetting another to commit, a Patriot Act Offense. For purposes
hereof, the term “Government Lists” means (i) the
Specially Designated Nationals and Blocked Persons Lists maintained by OFAC, (ii) any other list of terrorists, terrorist
organizations or narcotics traffickers maintained pursuant to any of the Rules and
Regulations of OFAC, or (iii) any similar lists maintained by the United
States Department of State, the United States Department of Commerce or any
other Governmental Authority or pursuant to any Executive Order of the
President of the United States of America.


9.02     Time of
Essence.   Time is of the essence regarding Borrower’s
performance of its obligations to Lender.


9.03     Notices.


(a)        Except
as otherwise expressly provided herein, all notices, requests, demands or other
communications to or upon any party hereunder shall be in writing (including
facsimile transmission) and shall be sent by overnight courier service,
transmitted by facsimile or delivered by 



 26
 









hand to such party at its
address or facsimile number set forth on the signature pages hereof or at
such other address or facsimile number as such party may designate by notice to
the other parties hereto.


(b)        Unless
otherwise expressly provided for herein, each such notice, request, demand or
other communication shall be effective (i) if sent by overnight courier
service or delivered by hand, upon delivery, (ii) if given by facsimile,
when transmitted to the facsimile number specified pursuant to paragraph (a) above and confirmation of receipt of a
legible copy is received, or (iii) if given by any other means, when
delivered at the address specified pursuant to paragraph (a) above.


9.04     Amendments and
Waivers.   Except for the Wholesale Finance Plans, no amendment
or waiver of any provision of this Agreement, and no consent to any departure
by Borrower from the terms of this Agreement, shall in any event be effective
unless the same shall be in writing signed by Borrower and Lender, and then
such amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. All of the terms and
conditions of the Wholesale Finance Plans shall be established at Lender’s sole
discretion and are subject to change without prior notice at any time, and from
time to time, by Lender, also at its sole discretion. Lender may terminate the
Wholesale Finance Plans without prior notice at any time at its sole discretion.
Changes in the Wholesale Finance Plans instituted by Lender that would have the
effect of increasing the interest rates or fees payable by Borrower under the
Wholesale Finance Plans, or amending the timing, or increasing the amount, of
future periodic payments to Lender under the Wholesale Finance Plans, shall
only be applied prospectively from the effective date of such changes as
established by Lender.


9.05     Entire
Agreement.   This Agreement, together with the Wholesale Finance
Plans, the other Transaction Documents (excluding the Subordinated Note
Purchase Agreement) and all documents and certificates contemplated herein
shall be deemed the complete and final expression of the agreement between
Lender and Borrower as to matters herein contained and relative thereto, and
supersede all previous agreements between them pertaining to such matters. It
is clearly understood that no promise or representation not contained herein
was an inducement to either Borrower or Lender or was relied on by either of
them in entering into this Agreement.


9.06     Counsel;
Payment of Expenses.


(a)        Lender
reserves the right to retain counsel to prepare, negotiate, review and approve,
as to form and content, all of the Transaction Documents. Borrower agrees,
whether or not the transactions contemplated hereby shall be consummated, upon
demand to reimburse and hold Lender harmless from liability for the payment of
all reasonable out-of-pocket costs and expenses incurred in connection with the
preparation, execution and delivery of this Agreement and any other documents
relating to the transactions contemplated hereby, including (i) the
reasonable fees, travel expenses, courier charges, communication expenses,
expenses associated with the execution of this Agreement and all other
out-of-pocket expenses and (ii) all fees and disbursements of counsel
provided, however, that if a Qualifying IPO is consummated, Lender’s counsel
fees payable by Borrower shall be limited, with respect to the preparation,
execution and delivery of this Agreement, and in relation to the Qualifying
IPO, to an amount not to exceed $40,000.


(b)        Borrower
further agrees, upon demand communicated through Lender for the payment of all
reasonable out-of-pocket costs and expenses incurred by any of them in
connection with the enforcement of, or the amendment, modification, waiver
and/or preservation of any rights under, this Agreement or any other
Transaction Document or otherwise in connection with the transactions
contemplated hereby, including all fees and disbursements of counsel, and all
stamp taxes (including interest and penalties, if any), recording taxes and
fees and filing taxes and fees which may be payable in respect thereof.



 27
 









9.07     Indemnification;
Damages.


(a)        Borrower
agrees to indemnify Lender and their respective directors, officers, agents and
employees (each an “Indemnified Party”)
and hold each Indemnified Party harmless from and against any and all
liabilities, losses, claims, damages, penalties, actions, suits, costs and
expenses (including reasonable attorneys’ fees and expenses), whether incurred
in respect of claims by third parties or otherwise) or judgments of any nature
arising from (i) product liability and/or personal injury arising out of
the use of the Collateral by any Person; (ii) breach by Borrower of any
warranty to a third party with respect to any Collateral (including but not
limited to a claim of latent or patent defect); (iii) breach by Borrower
of any representations, warranties, covenants or other obligations or
agreements contained in this Agreement or any other Transaction Document; (iv) Borrower’s
performance of any reconditioning or remarketing services provided by Borrower;
(v) failure of Borrower to perform its obligations with respect to any
warranty, maintenance, service or other similar agreements with any Person; (vi) any
governmental fees, charges, taxes or penalties levied or imposed with respect
to any of the Collateral; and (vii) failure of Borrower to comply with any
applicable federal, state or local law or regulation.


(b)        If any
action, suit or proceeding is brought against the Indemnified Party, Borrower
may, and, if within a reasonable time is requested in writing to do so, shall,
and at its expense, resist and defend such action, suit or proceeding or cause
the same to be resisted and defended by counsel designated by Borrower (which
counsel shall be reasonably satisfactory to such Indemnified Party), and
Borrower shall furnish Lender with such information relating to the conduct or
status of such defense as Lender or its counsel may from time to time
reasonably request. If Borrower does not resist or defend such action, suit or
proceeding as provided in the immediately preceding sentence, the Indemnified
Party may elect to resist or defend such action, suit or proceeding with
counsel designated by it at Borrower’s expense.


(c)        No
party hereto shall be liable to the other party for any punitive,
consequential, incidental, special or similar damages in connection with this
Agreement or the Wholesale Finance Plans, except to the extent that such
damages are the result of or arise from a third party action for which Lender
is entitled to indemnification under subsection (a) above.


9.08     Successors and
Assigns.


(a)        The
provisions of this Agreement shall be binding upon Borrower and its successors
and assigns and shall inure to the benefit of Lender and their respective
successors and assigns, except that Borrower may not assign or otherwise
transfer any of its rights or obligations under this Agreement without the
prior written consent of Lender.


(b)        Lender
may assign its rights hereunder or under any other Transaction Document, in
whole or in part, at any time without notice to Borrower and without Borrower’s
consent. Lender may grant to one or more third parties (each a “Participant”) participating interests in Lender’s Advances. In
the event of any such grant by Lender of a participating interest to a
Participant, whether or not upon notice to Borrower, Lender’s obligations under
this Agreement to the other parties hereto shall remain unchanged and Lender
shall remain solely responsible for the performance of its obligations
hereunder, and Borrower shall continue to deal solely and directly with Lender
in connection with its rights and obligations under this Agreement.


9.09     Governing Law.   This
Agreement shall be governed by and construed in accordance with the laws of the
State of Wisconsin without regard to its conflict of laws rules.


9.10     Counterparts.   This
Agreement may be executed in any number of counterparts and by the different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.



 28
 









9.11     Severability.   Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and the remaining portion of such provision and all other
remaining provisions hereof will be construed to render them enforceable to the
fullest extent permitted by law.


9.12     Survival of
Representations and Agreements.   All representations and
warranties made herein or in any other Transaction Document shall survive the
execution and delivery of this Agreement and the Transaction Documents, and the
making of the Advances hereunder.


9.13     No Agency.   Nothing
in this Agreement shall be construed as constituting Borrower an agent or legal
representative of Lender or any of its Affiliates for any purpose whatsoever. Borrower
has no right or authority to assume or create any obligation or responsibility,
express or implied, on behalf of or in the name of Lender, or to bind Lender in
any manner whatsoever. This Agreement does not constitute a joint venture,
partnership, association or agency between Lender and Borrower.


9.14.    SEC Filings;
Other Disclosures.   After the date hereof, prior to the filing
of any statement with the Securities and Exchange Commission, or the issuance
of any news release, publicity, advertising or other communication intended to
reach the general public or Borrower’s or Lender’s respective industries, that
includes disclosure of any Lender Information, Borrower agrees to provide
advance notice thereof to Lender and to not disclose the same if and to the
extent so requested by the Lender, provided, however, that the foregoing shall
not limit Borrower’s rights and obligations to comply with applicable law.


9.15.    Conflict;
Construction of Documents.   In the event of any conflict
between the provisions of this Agreement and any of the other Transaction
Documents, the provisions of this Agreement shall control. In the event of any
conflict between the provisions of this Agreement and the Wholesale Finance
Plans, the provisions of the Wholesale Finance Plans shall control. In the
event of any conflict between the provisions of this Agreement and any of the
sales and service agreements between Borrower and Lender’s Affiliates, the
provisions of this Agreement shall control. The parties hereto acknowledge that
each is represented by separate counsel in connection with the negotiation and
drafting of the Transaction Documents and that the Transaction Documents shall
not be subject to the principle of construing their meaning against the party
that drafted them.


[signatures appear
on following pages]



 29















IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.




	
   

  	
  CNH
  CAPITAL AMERICA LLC,

  
	
   

  	
  as Lender

  
	
   

  	
  By:

  	
  /s/ J.A. MARINARO

  	
   

  
	
   

  	
  Name:

  	
  J.A. Marinaro

  	
   

  
	
   

  	
  Title:

  	
  Sr. Dir. Commercial Finance

  	
   

  
	
   

  	
  Address for Notices

  	
   

  
	
   

  	
  CNH Capital America LLC

  
	
   

  	
  233 Lake Avenue

  
	
   

  	
  Racine, WI 53403

  
	
   

  	
  Attention: Senior Director Commercial Finance

  
	
   

  	
  Telephone: 262-636-5257

  
	
   

  	
  Facsimile: 262-636-6284

  
					






 



 30
 









This page is a
signature page for the WHOLESALE FLOOR PLAN CREDIT FACILITY AND
SECURITY AGREEMENT dated as of November 13, 2007 between CNH CAPITAL
AMERICA LLC and TITAN MACHINERY, INC.


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.




	
   

  	
  TITAN
  MACHINERY, INC.,

  
	
   

  	
  as Borrower

  
	
   

  	
  By:

  	
  /s/ TED O. CHRISTIANSON

  	
   

  
	
   

  	
  Name:

  	
  Ted O. Christianson

  	
   

  
	
   

  	
  Title:

  	
  Vice President, Finance and Treasurer

  
	
   

  	
  Address for Notices

  	
   

  
	
   

  	
  Titan
  Machinery, Inc.

  
	
   

  	
  Rocking Horse Circle

  
	
   

  	
  4645 8th Avenue Southwest, Suite 1

  
	
   

  	
  Fargo, North Dakota 58103-7256

  
	
   

  	
  Attention: David Meyer, CEO and Chairman

  
	
   

  	
  Telephone:

  
	
   

  	
  Facsimile:

  
					






 



 31
 









This page is a
signature page for the WHOLESALE FLOOR PLAN CREDIT FACILITY AND
SECURITY AGREEMENT dated as of November   , 2007 between CNH
CAPITAL AMERICA LLC and TITAN MACHINERY, INC.


Solely
for purposes of Section 2.01(a):




	
  CNH AMERICA LLC,

  as successor-in-interest to Case, LLC

  
	
  By:

  	
  /s/ JIM WALKER

  	
   

  
	
   

  	
  Name: Jim Walker

  
	
   

  	
  Title: VP, N.A. Case IH Agricultural/Business

  





 



 32
 









Schedule 1


Existing Wholesale
Credit Agreements



 33
 









Schedule 4.02(g)


Landlords



 34
 









Schedule 5.04


Locations for
Collateral



 35
 









Schedule 6.02(h)


Existing Liens



 36
 









Schedule 7.04


Litigation



 37