Exhibit 10.26


November 13, 2007


Titan Machinery, Inc.

Rocking Horse Circle

4645 8th Avenue Southwest, Suite 1

Fargo, North Dakota  58103-7256

Attn: David Meyer, CEO and Chairman


Re:   Change of Control


Ladies and Gentlemen:


We refer to (i) that certain Wholesale Floor Plan
Credit Facility and Security Agreement dated as of February 21, 2006 (as
amended and in effect on the date hereof, before giving effect to the execution
and delivery of the Amended Credit Agreement (as defined below), the “Original Credit Agreement”), between CNH Capital America LLC
(the “Lender”) and Titan Machinery, Inc.
(hereinafter, “you”, or the “Borrower”); and (ii) that certain Amended and Restated
Wholesale Floor Plan Credit Facility and Security Agreement dated as of November    ,
2007 (as amended and in effect on the date hereof, the “Amended
Credit Agreement”), between Lender and Borrower. Unless otherwise
defined herein, capitalized terms used herein but not otherwise defined herein
shall have the meanings given such terms in the Amended Credit Agreement.


You have informed us that Borrower plans to consummate
an initial public offering (the “IPO”),
resulting in a Change of Control. Such Change of Control would constitute an
Event of Default under Section 8.01(l) of the Original Credit
Agreement unless waived by Lender. You have requested that Lender waive such
Event of Default.


Lender hereby waives the Event of Default under Section 8.01(l) of
the Original Credit Agreement, due to the Change of Control which would occur
upon consummation of the IPO, and acknowledges that the IPO shall not
constitute an Event of Default under Section 8.01 (l) of the Amended
Credit Agreement (hereinafter, the “Change of Control Waiver”),
provided that Borrower executes and delivers to Lender the Amended Credit
Agreement and the other documents and instruments to be executed and delivered
in connection therewith, on or before Friday, November 16, 2007, and
provided further that the IPO is consummated prior to June 30, 2008 (a “Qualifying IPO”), subject to the additional terms and
conditions set forth in the remainder of this letter agreement.


David Meyer (the “Guarantor”) and
you have also requested that Lender release Guarantor from that certain
Guaranty made by him in favor of Lender dated as of February 21, 2006. Lender
hereby agrees that Guarantor will be released from the Guaranty, the Guaranty
shall terminate, and the Guarantor shall have no further obligations
thereunder, notwithstanding anything to the contrary in the Guaranty
(hereinafter, the “Guaranty Release”);
such agreements of Lender to be effective if, but only if, a Qualifying IPO is
consummated, and subject to the further terms and conditions set forth in the
remainder of this paragraph. The Guaranty Release shall not be effective unless
immediately after giving effect to the consummation of the IPO, there shall not
then exist any Default or Event of Default on account of any failure of you to
make any payment to Lender, under Sections 8.01(a) or 8.01(d) of the
Amended Credit Agreement; provided that solely for purposes of the Guaranty
Release, and without otherwise limiting Lender’s rights and remedies, no
Default or Event of Default shall be deemed to have occurred under such
sections of the Amended Credit Agreement unless Lender shall have given written
notice of same to you on or before consummation of the IPO, and the same shall
not have been cured prior to or simultaneous with consummation of the IPO.













Lender and Borrower
agree that Lender may, and shall, participate in the Qualifying IPO as follows
(provided that the following shall not limit the effectiveness of the Change of
Control Waiver or the Guaranty Release, whether or not Lender participates in
the Qualifying IPO):


1.          The
parties acknowledge and agree that Lender holds (i) Subordinated
Convertible Note made by you in favor of Lender dated November 10, 2005 in
the original principal amount of $3,000,000 that is convertible at $4.50 per
share into 666,667 shares of common stock of Borrower (the “Convertible Note”), and (ii) Common Stock Purchase
Warrants issued by you in favor of Lender dated January 31, 2006 and March 24,
2006 exercisable at $4.50 per share for a total of 240,938 shares of common
stock of Borrower (the “Warrants”),
which 666,667 and 240,938 shares are all of Lender’s shares or rights to
acquire shares of Borrower.


2.          Lender
and the Borrower agree that in connection with the consummation of the
Qualifying IPO (subject to paragraphs 3 and 4 below), Lender will (i) convert
the entire Convertible Note into 666,667 shares of common stock in full
satisfaction thereof, and (ii) exercise the Warrants for 240,938 shares of
common stock for cash in complete exercise thereof, and (iii) will sell
such 907,605 shares as a selling shareholder in the Qualifying IPO.


3.          If
the underwriters determine that the size of the offering and/or the amount of
shares sold by the selling shareholders in the IPO should be reduced, Lender
will be allowed to sell the greater of (i) the total amount of shares sold
by all of the other selling shareholders in the IPO and (ii) the 666,667
shares to be issued upon conversion of the Convertible Note. In such a
situation, Lender would not be required to exercise the Warrant, and such
Warrant would continue to be exercisable (to the extent not exercised as part
of the IPO if more than 666,667 shares are sold), but Lender would agree to
enter into a lock-up agreement with provisions that are no less favorable to
Lender than the most favorable lock-up provisions, if any, to which any other
shareholder is now, or hereafter becomes, subject in connection with the IPO.


4.          Lender’s
obligation to participate in the Qualifying IPO and, with respect to clause (ii) of
this paragraph 4, its right to participate in the Qualifying IPO, will be
subject to: (i) a minimum per share price in the Qualifying IPO of $7.50
(or such lower minimum price, if any, as may be agreed upon by Lender), (ii) Lender
entering into an underwriting agreement along with the Borrower and the other
selling shareholders that is reasonably acceptable to such parties and in form
customary for IPOs with selling shareholders not affiliated with the issuer,
and (iii) David Meyer and CI Farm Power, Inc. participating as
selling shareholders in the Qualifying IPO (unless either has been eliminated
as a selling shareholder at the request of the underwriters or pursuant to the
terms of Section 3 above, or unless waived by Lender).


To induce Lender to execute and deliver this letter
agreement, Borrower hereby represents and warrants to Lender that the execution,
delivery and performance of this letter agreement (i) are within Borrower’s
power and authority; (ii) have been duly authorized by all necessary
corporate and shareholder action; (iii) are not in contravention of any
provision of Borrower’s certificate or articles of incorporation or bylaws or
other organizational documents; (iv) do not violate any law or regulation,
or any order or decree of any governmental authority; (v) do not conflict
with or result in the breach or termination of, constitute a default under or
accelerate any performance required by, any indenture, mortgage, deed of trust,
lease, agreement or other instrument to which Borrower is a party or by which
Borrower or any of its property is bound; (vi) do not result in the
creation or imposition of any lien upon any of the property of Borrower; and (vii) do
not require the consent or approval of any Governmental Authority or any other
Person.


The Change of Control Waiver and the Guaranty Release
are limited to the matters expressly set forth herein and shall not be deemed
to waive or modify any term of the Amended Credit Agreement or any other
document and instrument related thereto, or serve as a consent to, or waiver
with respect to, any 



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other matters prohibited
or otherwise limited by the terms and conditions thereof. This letter agreement
and the rights and obligations of the parties hereunder shall be construed in
accordance with and be governed by the laws (without giving effect to the
conflict of law principles thereof) of the State of Wisconsin.


All terms of the Amended Credit Agreement and each
other document and instrument related thereto, as modified hereby, remain in
full force and effect and constitute the legal, valid, binding and enforceable
obligations of Borrower. This letter agreement may be executed in any number of
separate counterparts, each of which shall, collectively and separately,
constitute one agreement. Any signature delivered by a party by facsimile or
electronic mail transmission shall be deemed to be an original signature
hereto.


Please indicate your agreement to and acceptance of
the foregoing by signing and returning to Lender at least two (2) original
counterparts of this letter agreement, duly executed and delivered by Borrower.




	
   

  	
  Very truly yours,

  
	
   

  	
  Cnh CAPITAL AMERICA Llc

  
	
   

  	
  By:

  	
  /s/ J.A. MARINARO

  
	
   

  	
  Name:

  	
  J.A. Marinaro

  
	
   

  	
  Title:

  	
  Sr. Dir. Commercial Finance

  
	
  Accepted and
  agreed to as of November 13, 2007:

  	
   

  
	
  TITAN
  MACHINERY, INC.

  	
   

  
	
  By:

  	
  /s/ TED O. CHRISTIANSON

  	
   

  
	
  Name:

  	
  Ted O. Christianson

  	
   

  
	
  Title:

  	
  VP Finance, Treasurer

  	
   

  
	
  /s/ DAVID MEYER

  	
   

  	
   

  
	
  David
  Meyer, as guarantor

  	
   

  
					






 



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