Exhibit
10.18


AGREEMENT
FOR WHOLESALE FINANCING


(Industrial/Construction
- Rental/CAL)


This Agreement for
Wholesale Financing (“Agreement”) is made between GE
Commercial Distribution Finance Corporation (“CDF”) and Titan Machinery Inc., a o
SOLE PROPRIETORSHIP, o PARTNERSHIP, x
CORPORATION, o LIMITED
LIABILITY COMPANY (check applicable term) (“Dealer”), having its chief
executive office located at 4645 8th Ave. 
SW, Suite 1, Fargo, ND 58103.


1.                                       Extension of Credit.  Subject to the terms of this Agreement CDF
may extend credit to Dealer from time to time to purchase Inventory from CDF
approved vendors (“Vendors”), and for other purposes.  CDF’s decision to advance funds is
discretionary, and will not be binding until the funds are actually
advanced.  CDF may combine all of CDF’s
advances to Dealer or on Dealer’s behalf, whether under this Agreement or any
other agreement, and whether provided by one or more of CDF’s branch offices,
together with all finance charges, fees and expenses related thereto, to make one
debt owed by Dealer.  CDF may, without
notice to Dealer, elect not to finance any inventory sold by particular Vendors
who are in default to CDF, or with respect to which CDF reasonably feels
insecure.


2.                                       Financing Terms.  Certain financial terms of any advance which
CDF makes under this Agreement are not set forth herein because such terms
depend, in part, upon many variable factors, including the availability of
Vendor discounts, payment terms or other incentives, and CDF’s floorplanning
volume with Dealer and with Vendors. 
Therefore, CDF and Dealer agree to set forth in this Agreement only the
general terms of Dealer’s financing arrangement with CDF.  Upon agreeing to finance an item of inventory
for Dealer, CDF will send Dealer a Statement of Transaction (“SOT”) identifying
such inventory and the applicable financial terms.  Dealers failure to notify CDF in wilting of
any objection to an SOT within fifteen (15) days after an SOT is malted to
Dealer shall constitute Dealer’s:  (a)
acceptance of all terms thereof; (b) agreement that CDF is financing such
inventory at Dealer’s request and (c) agreement that such SOT will be
incorporated herein by reference.  If
Dealer objects to the terms of any SOT, Dealer will pay CDF for such inventory
in accordance with the most recent terms for similar inventory to which Dealer
has not objected (or, if there are no prior terms, at the rate of Prime 4.25%,
with Prime being defined as referenced on the SOT), but CDF may then elect to
terminate Dealer’s financing program. 
Such termination will not accelerate the maturities of advances
previously made, unless Dealer is otherwise in default of this Agreement.


3.                                       Security Interest.  To secure payment of all Dealer’s current and
future debts to CDF, whether under this Agreement or any current or future
guaranty or other agreement Dealer grants CDF a security interest in all of
Dealer’s new and used inventory and equipment, which is financed by CDF or
against which CDF has advanced monies, whether now owned or hereafter acquired
by Dealer, and all accounts, chattel paper, deposit accounts, documents,
general intangibles, instruments and letter of credit rights and other
supporting obligations, arising from the sale, lease, rental or other
disposition of such inventory and equipment, and all judgments, claims,
insurance policies and payments owed or made to Dealer thereon, and all
attachments, accessories, accessions, substitutions and replacements thereto,
and all proceeds thereof.  All such
assets are collectively referred to herein as the “Collateral.”  All of such terms for which













meanings are provided in
the Uniform Commercial Code of the applicable state, as the same may be
amended, are used herein with such meanings.


4.                                       Affirmative Warranties and Representations.  Dealer warrants and represents to CDF
that:  (a) Dealer has good title to all
Collateral; (b) CDF’s security interest in the Collateral financed by CDF is
not now and will not become subordinate to the security Interest or Claim of
any person; (c) Dealer will execute all documents CDF requests to perfect and
maintain CDF’s security interest in the Collateral, and will cause all third
parties in possession of Collateral to provide such acknowledgment or control
of CDF’s security interest as CDF may require; (d) Dealer will deliver to CDF
immediately upon each request and CDF may retain, each Certificate of Title or
Statement of Origin Issued for Collateral financed by CDF; (e) Dealer will at
all times be duly organized, existing, in good standing, qualified and licensed
to do business in each jurisdiction in which the nature of its business or
property so requires; (f) Dealer has the right and is duly authorized to enter
into this Agreement (g) Dealer’s execution of this Agreement does not, and will
not, constitute a breach of any law or agreement to which Dealer is now or
hereafter becomes bound; (h) there are and will be no undisclosed actions or
proceedings pending or threatened against Dealer which might result litany
material adverse change in Dealers financial or business condition; (i) Dealer
will maintain the Collateral in good condition; (j) Dealer has duly filed and
will duly file all tax returns required by law, and will pay when due all
taxes, levies, assessments and governmental charges; (k) Dealer will keep and
maintain all of its books and records pertaining to the Collateral at its chief
executive office designated in this Agreement; (l) Dealer will keep all
Collateral at its chief executive office listed herein, and such other locations
within the United States of America of which Dealer has notified CDF in writing
or has listed on any current or future Exhibit “A” attached hereto; (m) Dealer
will give CDF thirty (30) days prior written notice of any change in Dealer’s
identity, name, form of business organization, majority shareholder, chief
executive office, Collateral locations or other business locations; (n) Dealer
will notify CDF of the commencement of material legal proceedings against
Dealer or any guarantor, (o) Dealer will comply with all applicable laws; and
(p) Dealer has provided CDF with a copy of Dealer’s Articles of Incorporation,
Articles of Organization, Articles of Formation, Partnership Agreement, or
Certificate of Limited Partnership, as applicable, and will provide any
subsequent amendments thereto bearing indicia of filing from the appropriate
governmental authority, or such other documents verifying Dealer’s true and
correct legal name.


5.                                       Negative Covenants.  Dealer will not at any time (without CDF’s
prior written consent):  (a) other than
in the ordinary course of its business, sell, demonstrate, lease or otherwise dispose
of or transfer any of the Collateral; (b) consignany Collateral; (c) merge or
consolidate with another entity; or (d) move any Collateral financed by CDF out
of the United States of America.


6.                                       Insurance.  Dealer will immediately notify CDF of any
loss, theft or damage to any Collateral. 
Dealer will keep the Collateral insured for its full insurable value
under an “all risk” property Insurance policy with a company acceptable to CDF,
naming CDF as a lender loss-payee and containing standard lender’s loss payable
and termination provisions.  Dealer will
provide CDF with written evidence of such property insurance coverage and lenders
loss-payee endorsement.



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7.                                       Financial Statements.  Dealer will deliver to CDF, in a form
satisfactory to CDF:  (a) within
ninety (90) days after the end of each of Dealer’s fiscal years, a reasonably
detailed balance sheet and income statement as of the last day of such fiscal
year covering Dealers operations for such fiscal year; (b) within forty-five
(45) days after the end of each of Dealer’s fiscal quarters, a reasonably
detailed balance sheet and income statement as of the last day of such quarter
covering Dealer’s operations for such quarter; and (c) within ten (10) days
after CDF’s request, any other information relating to the Collateral or the
financial condition of Dealer or any guarantor. 
Dealer represents that all financial statements and information which
have been or may hereafter be delivered by Dealer or any guarantor are and will
be correct and prepared in accordance with generally accepted accounting
principles consistently applied and, there has been no undisclosed material
adverse change in the financial or business condition of Dealer or any
guarantor since the submission to CDF of such financial statements, and Dealer
acknowledges CDF’s reliance thereon.


8.                                       Reviews.  Dealer grants CDF an irrevocable license to
enter Dealer’s business locations during normal business hours without notice
to Dealer to: (a) account for and inspect all Collateral; and (b) examine and
copy Dealer’s books and records related to the Collateral.


9.                                       Payment Terms.  Dealer will immediately pay CDF the principal
indebtedness owed CDF on each item of inventory financed by CDF or against
which CDF has advanced funds on the earliest occurrence of any of the following
events:  (a)(i) when such inventory is
lost, stolen or damaged - immediately if such loss, theft or damage is not
covered completely by insurance, or (ii) if completely covered by insurance,
then upon Dealers receipt of the insurance proceeds therefor or thirty (30)
days following the loss theft or damage, whichever occurs first (b) when such
inventory is sold, transferred or otherwise disposed of; provided, however, if
any item of inventory financed by CDF or against which CDF has advanced funds
is sold and Dealer does not receive payment for such item at the time of sale,
Dealer will pay CDF the full amount of the principal balance owed CDF on such
item of inventory within thirty (30) days immediately following the sale date
of such item of inventory or immediately upon Dealers receipt of payment for
such items of inventory, whichever occurs first (c) in strict accordance with
any curtailment schedule for such inventory (as shown on the SOT identifying
such inventory); (d) when any item of such inventory matures (as shown on the
SOT identifying such inventory).  With
respect to inventory financed by CDF or against which CDF has advanced funds
and held for rent and/or lease, Dealer will owe CDF and agree to pay CDF
monthly the percentage of the principal balance owed on each item of such
inventory that is required under the terms of Dealers financing program with
CDF.  However, if any inventory financed
by CDF or against which CDF has advanced funds and held for rent and/or
lease:  (A) is sold and Dealer does not
receive payment for such item at the lime of sale, Dealer will pay CDF the full
amount of the principal balance owed to CDF on such item of inventory within
thirty (30) days immediately following the sale date of such item of Inventory
or immediately upon Dealer’s receipt of payment for such item of inventory,
whichever occurs first or (B) is stolen, destroyed or otherwise disposed of,
Dealer will immediately pay CDF the full amount of Dealers outstanding
Indebtedness owed to CDF for such inventory. 
If Dealer from time to time is required to make immediate payment to CDF
of any past due obligation discovered during any inventory audit, or at any
other time, CDF’s acceptance of such payments will not be construed to have
waived or amended the terms of its financing program.  Dealer will send all payments to CDF’s branch
office(s) responsible for Dealer’s account. 
CDF may apply; (i) payments to reduce finance charges first and then



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principal, regardless of
Dealer’s instructions; and (ii) principal payments to the oldest (earliest)
invoice for inventory financed by CDF, but in any event, all principal payments
will first be applied to such inventory which is sold, lost, stolen, damaged,
rented, leased, or otherwise disposed of or unaccounted for.  Any third party discount, rebate, bonus or
credit granted to Dealer for any Inventory will not reduce the debt Dealer owes
CDF until CDF has received payment therefor in cash.  Dealer will: 
(1) pay CDF even if any inventory is defective or fails to conform to
any warranties extended by any third party; (2) not assert against CDF any
claim or defense Dealer has against any third party; and (3) indemnify and hold
CDF harmless against all claims and defenses asserted by any buyer of the
inventory relating to the condition of, or any representations regarding, any
of the inventory.  Dealer waives all
rights of offset and counterclaims which Dealer may have against CDF.  Any payment hereunder which would otherwise
be due on a day which is not a Business Day, shall be due on the next
succeeding Business Day, with such extension of time included in any calculation
of applicable finance charges.  A “Business
Day” shall mean any day other than a Saturday, Sunday or other days on
which commercial banks are authorized or required to be closed under the laws
of the United States.


10.                                 Calculation of Changes.  Dealer will pay finance charges to CDF on the
outstanding principal debt which Dealer owes CDF for each item of Collateral
financed by CDF at the rate(s) shown on the SOT for such Collateral, unless
Dealer objects thereto as provided in Section 2.  CDF will calculate such finance charges by
multiplying the Daily Charge by the actual number of days in the applicable
billing period.  Such finance charges
will accrue from the invoice date of the Collateral identified on such SOT
until CDF is paid in full in accordance with CDF’s payment recognition policy,
and CDF applies such payment to Dealer’s principal debt as provided in this
Agreement.  The “Daily Charge” is the
Daily Rate multiplied by the Average Daily Balance.  The “Daily Rate” is the annual rate shown on
the SOT divided by 360.  or the monthly
rate shown on the SOT divided by 30.  The
“Average Daily Balance” equals:  (i) the
sum of the outstanding principal debt owed CDF on each day of a billing period
for each item of Collateral identified on a SOT, divided by (ii) the actual
number of days in such billing period. 
Dealer will pay CDF $100 (or such other amount as may be communicated
pursuant to Section 11(b) below) for each check returned unpaid for
insufficient funds (an “NSF check”) (such $100 payment repays CDF’s estimated
administrative costs; it does not waive the default caused by the NSF
check).  The annual percentage rate of
the finance charges for any item of Collateral financed by CDF will be
calculated from the invoice date of such Collateral, regardless of any period
for which a third party pays a finance charge subsidy.  CDF intends to strictly conform to the usury
laws governing this Agreement. 
Regardless of any provision contained herein, in any SOT, or in any
other document, CDF shall never be deemed to have contracted for, charged or be
entitled to receive, collect or apply as interest, any amount in excess of the
maximum amount allowed by applicable law. 
If CDF ever receives any amount which, if considered to be interest
would exceed the maximum amount permitted by law.  CDF will apply such excess amount to the
reduction of the unpaid principal balance which Dealer owes, and then will pay
any remaining excess to Dealer.  In
determining whether the interest paid or payable exceeds the highest lawful
rate, Dealer and CDF shall, to the maximum extent permitted under applicable
law:  (A) characterize any non-principal
payment (other than payments which are expressly designated as interest
payments hereunder) as an expense or fee rather than as interest (B) exclude
voluntary pre-payments and the effect thereof; and (C) spread the total amount
of interest throughout the entire term of this Agreement so that the interest rate
is uniform



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throughout such
term.  CDF will recognize and credit payments
made by check, ACH, federal wire, or other means, according to its payment
recognition policies from time to time in effect, or as otherwise agreed.  Information regarding CDF payment recognition
policies is available from Dealer’s CDF representative, the CDF website, or
will be communicated pursuant to Section 11(b) below.


11.                                 Billing Statement.  (a) CDF will send Dealer a monthly billing
statement Identifying all charges due on Dealer’s account with CDF.  The charges specified on each billing statement
will be:  (i) due and payable in full
immediately on receipt; and (ii) an account stated, unless CDF receives Dealer’s
written objection thereto within fifteen (15) days after it is mailed to
Dealer.  If CDF does not receive, by the
25th day of any given month, payment of all charges accrued to Dealers account
with CDF during the immediately preceding month, Dealer will (to the extent
allowed by law) pay CDF a late fee equal to the greater of $5 or 5% of the
amount of such finance charges (payment of such fee does not waive the default
caused by the late payment).  CDF may
adjust the billing statement at any time to conform to applicable law end this
Agreement.


(b)  From time to time, CDF may provide written
notice to Dealer of new or changed fees, finance charges, policies, practices
and other costs (collectively, “Fees”) payable by, or applicable to, Dealer and
relating to Dealer’s account generally, or in connection with specific
services, or events, to be effective as of the notice date, or such other
future date as CDF shall advise.  Such
notice may be delivered by mail, courier or electronically in a separate
writing or website posting, or set forth in the SOT and/or the billing
statement Dealer shall be deemed to have accepted such Fees by either:  (i) making any request for financing after
the effective date of such notice; or (ii) falling to notify CDF in writing of
any objection to an SOT, billing statement or written notice advising of such
Fee within fifteen (15) days after such notice has been sent to Dealer.  If Dealer objects to any Fee, such Fee shall
not be Imposed, but CDF may charge or implement the last Fee to which Dealer
has not objected, and may elect to terminate Dealer’s financing program.  Such termination will not accelerate the
maturities of advances previously made, unless Dealer is otherwise in default
of this Agreement, or unless otherwise provided in Dealer’s agreements with
CDF.


12.                                 Rental Contracts.  Dealer may rent the inventory financed by CDF
or against which CDF has advanced funds pursuant to the terns of Dealer’s
rental contracts (“Rental Contracts”). 
Such inventory will thereafter be subject to the rates and terms of CDF’s
financing program in effect for goods which are rented, as reflected in the SOT
for such inventory. All of Dealers Rental Contracts, agreements, and rental
transactions will be in a form satisfactory to CDF and conform with all
applicable Federal, State and local laws. 
Dealer will indemnify CDF against any loss or damage which CDF suffers,
whether direct or indirect, resulting in any way from the Rental Contracts,
agreements, or rental transactions which fail to comply with such laws.  All Rental Contracts will be transferable to
CDF.  Dealer will indemnify CDF against
any claims by its customers regarding Dealer’s obligations under the Rental
Contracts.  Dealer will immediately, upon
CDF’s request deliver to CDF all Rental Contracts and all related
documents.  This assignment is a transfer
for security only, and, until CDF has foreclosed its interest in the Rental
Contracts, will not be deemed to delegate any of Dealer’s duties under the
Rental Contracts to CDF, nor is a intended to alter or impair performance by
either party to the Rental Contracts. 
CDF may, from time to time, verify the accuracy of the Rental
Contracts.  Dealer will



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immediately, upon CDF’s
request, provide CDF with the following information regarding Rental Contracts
which are in effect on the date of such request:  (a) the name, address and telephone number of
each customer who has executed a Rental Contract; (b) the location of the
inventory; (c) the date of each Rental Contract; (d) the date when the
inventory is to be returned under each Rental Contract and, (e) any other
information which CDF may reasonably request. 
Other than to CDF, Dealer will not assign, sell, pledge, convey or by
any other means transfer any Rental Contracts or chattel paper covering
inventory financed by CDF that are for a term of thirty-two (32) days or more,
without CDF’s prior written consent.  Dealer
will not enter into any Rental Contracts for inventory financed by CDF or
against which CDF has advanced funds pursuant to which:  (i) the original term of the Rental Contract
is greater than ninety (90) days; (ii) the original term of the Rental Contract
is equal to or greater than 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 CDF for such inventory. 
If any such Rental Contracts are issued, Dealer will take any action
which CDF may reasonably require to perfect and/or protect CDF’s security
interest in such Rental Contracts and/or the inventory subject thereto.


13.                                 Default.  Dealer will be in default under this
Agreement if:  (a) Dealer breathes any
terms in this Agreement, or in any other agreement between CDF and Dealer and
such breath is not cured within five (5) Business Days from the date of notice
of breach from CDF, it being understood that no such cure period will be
available for a breach of Dealers financial covenants, a breach under
subsection 13(b) and any other subsentence of this Section 13
for which no express cure period is provided; (b) Dealer fails to pay any debt
to CDF when due and payable hereunder or under any other agreement between CDF
and Dealer; (c) any guarantor of Dealer’s debts to CDF (“Guarantor”) dies, or
notifies CDF of its intent to terminate, or terminates, its guaranty, or
otherwise breaches any terms contained in any guaranty or other agreement
between the Guarantor and CDF; (d) any representation, statement, report or
certificate which Dealer or any Guarantor makes or delivers to CDF is not
accurate when made; (e) Dealer abandons any Collateral; (f) Dealer or any
Guarantor is or becomes in default after expiration of any applicable cure
period in the payment of any debt owed to any third party, or Dealer is or
becomes in default after expiration of any applicable cure period under any
loan agreement (g) an attachment, sale or seizure issues or is executed against
any assets of Dealer or of any Guarantor, (h) Dealer or any Guarantor ceases
existence as a corporation, partnership, limited liability company or trust, as
applicable, or ceases or suspends business; (i) Dealer, any Guarantor or any
Member, as applicable, makes a general assignment for the benefit of creditors;
(j) Dealer, any Guarantor or any Member, as applicable, becomes insolvent or
voluntarily or involuntarily becomes subject to the Federal Bankruptcy Code,
any state insolvency law or any similar law; (k) any receiver is appointed for
any assets of Dealer, any Guarantor or any Member, as applicable; (l) Dealer
loses, or is in default of any franchise, license or right to deal in any
Collateral which CDF finances and such default is not cured within 30 days
after Dealer’s receipt of written notice; (m) Dealer or any Guarantor
misrepresents Dealer’s or such Guarantors financial condition or organizational
structure; or (n) CDF determines in good faith that it is insecure with respect
to any of the Collateral or the payment of Dealer’s obligation to CDF and
Dealer fails to correct the situation within 10 days after Dealer’s receipt of
written notice from CDF.



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14.                                 Rights of CDT Upon Default.  In the event of a default:


(a)          CDF may at any time,
without notice or demand to Dealer, do any one or more of the following:  declare all or any part of the debt Dealer
owes CDF immediately due and payable, together with all costs and expenses of CDF’s
collection activity, including all reasonable attorneys’ fees; exercise any
rights under applicable law; and/or cease extending any additional credit to
Dealer which shall not be construed to limit the discretionary nature of this
credit facility.


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


(c)          Upon CDF’s demand,
Dealer will immediately deliver the Collateral to CDF at a place specified by
CDF, together with all related documents; or CDF may, without notice or demand
to Dealer, take immediate possession of the Collateral together with all
related documents.


(d)         CDF may, without notice,
apply a default finance charge to Dealer’s outstanding principal indebtedness
equal to the default rate specified in Dealer’s financing program with CDF, if
any, or if there is none so specified, at the lesser of 3% per annum above the
rate in effect immediately prior to the default, or the highest lawful contract
rate of interest permitted under applicable law.


(e)          Dealer grants CDF an
irrevocable power of attorney to: 
execute or endorse on Dealer’s behalf any checks, drafts or other forms
of exchange received as payment on any Collateral for deposit in CDF’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 Dealer
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 CDF’s rights and interests therein.


(f)            Upon CDF’s oral or
written demand, Dealer will immediately deliver the original Rental Contracts
to CDF, and CDF may collect in CDF’s name all amounts owed to Dealer under the
Rental Contracts.


All of CDF% rights and
remedies are cumulative.  CDF’s failure
to exercise any of CDF’s rights or remedies hereunder will not waive any of CDF’s
rights or remedies as to any past, current or future default.


15.                                 Sale of Collateral.  If CDF conducts a sale of any Collateral by
requesting bids from ten (10) or more dealers or distributors in that type of
Collateral, or pursuant to any Internet auction or sale posting on a third
party auction sale site, any sale by CDF of such Collateral in bulk or in
parcels within one hundred twenty (120) days of:  (a) CDF’s taking possession and control of
such Collateral; or (b) when CDF is otherwise authorized to sell such
Collateral; whichever occurs last, to the bidder submitting the highest cash
bid therefor, is a commercially reasonable sale of such Collateral under the
Uniform Commercial Code.  Dealer agrees
that the purchase of any Collateral by a Vendor, as provided in any agreement
between CDF and the Vendor, is a



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commercially reasonable
disposition and private sale of such Collateral under the Uniform Commercial
Code, and no request for bids shall be required.  Dealer further agrees that seven (7) or more
days prior written notice will be commercially reasonable notice of any public
or private sale (including any sale to a Vendor).  Dealer irrevocably waives any requirement
that CDF retain possession and not dispose of any Collateral until after an
arbitration hearing, arbitration award, confirmation, trial or final judgment
if CDF disposes of any Collateral other than as herein contemplated, the laws
of the state governing this Agreement will determine the commercial
reasonableness of such disposition.  Dealer
and CDF irrevocably waive all rights to claim punitive and/or exemplary
damages.


16.                                 Power of Attorney; Information.  Dealer grants CDF an irrevocable power of
attorney, exercisable at any time, to: 
do anything necessary to preserve and protect the Collateral and CDF’s
rights and interest therein; and supply any omitted information and correct
errors in any documents between CDF and Dealer. 
CDF may provide to any third party any standard credit information on
Dealer that CDF may from time to time possess in response to a request for a
credit rating, and any other information on Dealer that CDF may from time to
time possess if required by law.  CDF may
obtain from any Vendor, manufacturer or distributor, any credit, financial or
other information regarding Dealer that such Vendor, manufacturer or
distributor may from time to time possess.


17.                                 Access to CDF’s System.  CDF has developed a system which will allow
Dealer to access CDF’s computers via an Internet connection for the sole
purposes of allowing Dealer to obtain certain Information regarding the amount
which Dealer owes to CDF with respect to its account with CDF, and to pay CDF
the amounts which Dealer owes pursuant to this Agreement, which will include
the amount of principal, interest fees and charges (“System”).  CDF grants to Dealer the right to use the
System in the manner provided herein. 
Dealer may access the System at no charge during the term of this
Agreement.  Dealer will access
Information in the System via an Internet connection and by entering a user
identification number and a password which CDF will provide to Dealer.  Dealer may thereafter change the password
which CDF provides to Dealer.  Dealer
will assume complete responsibility in protecting the safety and security of to
user identification number, password and personal identification number (“PIN”).  Dealer will be solely liable for all losses,
damages or claims resulting from any unauthorized use of the user
identification number, password and PIN. 
CDF retains the right to make any changes in the System, including, but
not limited to, the scheduled hours of operation, access periods, and user
identification procedures.


18.                                 Dealer’s Account.  In order to obtain access to the System;
Dealer must complete and submit to CDF an application form entitled ‘Customer
Account Link Sign-up Form (“Application”) which may be found in CDF’s Internet
website (www.cdfconnect.com).  The terms
of the Application are incorporated into this Agreement.  Dealer will have the option, as indicated in
the Application, to allow CDF to initiate automatic or elective ACH debit
entries to Dealers Account (as defined below) to pay any amounts which Dealer
owes to CDF under this Agreement.  Dealer
must provide certain information as required in the Application regarding
Dealer’s bank and the particular account at Dealer’s bank through which CDF
will initiate the ACH debit entries which Dealer authorizes pursuant to this
Agreement (“Accounts).  Dealer will
immediately complete another Application and will submit such document to CDF
if any information regarding the Account is changed or is inaccurate.  CDF will thereupon enter such



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new information regarding
the Account into the System.  Dealer will
execute such agreements which such bank requires to allow CDF to initiate ACH
debit entries to the Account and to receive payments therefor.


19.                                 Authorization for Elective ACH Payment.  The System will allow Dealer to select the
payments of principal, interest insurance, fees and other charges which Dealer
elects to make to CDF.  Upon selecting
the particular items which Dealer elects to pay to CDF, Dealer will enter its
PIN to confirm the payments which Dealer wishes to make to CDF.  By entering Dealer’s unique PIN number,
Dealer thereupon irrevocably authorizes COP to initiate ACH debit entries to
the Account in the amount selected by Dealer to pay the obligations which
Dealer owes to CDF under this Agreement, and to take possession of such funds
in the Account for application to such obligations.  CDF will not initiate an ACH debit entry
under this Agreement except in conformity with the authorization provided by
Dealer.


20.                                 General Use Restrictions.  Dealer will not and will not cause others
to:  (a) reverse engineer, reverse
compile, decompile, disassemble, alter, translate, convert or attempt to derive
the source code of the System; (b) use the System in a manner that jeopardizes
the integrity thereof or interferes with others’ use of the System, or (c) use
the System in any manner which violates this Agreement or any applicable laws
(including, but not limited to, any laws relating to copyrights, trademarks,
trade secrets or libel).


21.                                 Limitation of Liability for ACH Debits.  CDF will not be liable for the act or
omission of any Automated Clearing House, financial institution, or any person
who has obtained unauthorized access to the System.  Dealer acknowledges that errors may occur in
the ACH debiting process.  Dealer will
immediately notify CDF if the amount of any ACH debit entry which CDF initiates
exceeds the amount authorized by Dealer. 
Dealer agrees, however, that CDF’s liability for any such error will be
limited to CDF’s prompt credit to Dealers Account of the amount of the entry
which exceeds the amount authorized by Dealer. 
In no event will CDF be liable to Dealer for any consequential, special
or incidental damages.


22.                                 Warranty.  CDF MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SYSTEM,
INCLUDING BUT NOT LIMITED TO, ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AS TO ACCURACY, COMPLETENESS
OR ADEQUACY OF INFORMATION.  IN NO EVENT
WILL CDF BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
INCURRED BY DEALER AS A RESULT OF DEALER’S USE OF THE SYSTEM.  CDF does not warrant that the functions
contained in the System will meet Dealers requirements, or that the System will
operate on Dealer’s computer system or with Dealers internet access provider,
or that the operation of the System will be uninterrupted or error free.  CDF is not responsible for any problems
caused by changes in the operating characteristics of the Dealer’s computer
hardware or operating system which are made upon Dealer’s access to the
System.  Dealer will have the sole
responsibility for adequate protection and back-up of its data used in
connection with the System.  Dealer
waives any right to claim against CDF for lost data, work delays or lost
profits resulting from its use of the System.



 9
 









23.                                 Confidentiality.  The System is proprietary to CDF.  Dealer will use and maintain the System in
confidence and will not sell, transfer, publish, disclose, or otherwise make
accessible the System to any third party. 
Dealer will confine access to the System only to its employees who require
such access in the ordinary course and scope of their employment by
Dealer.  Dealer will inform its employees
of the confidential nature of the System before Dealer grants an employee any
access to the System.


24.                                 Termination.  Either party may terminate this Agreement at
any time by written notice received by the other party.  If CDF terminates this Agreement, Dealer
agrees that if Dealer is not in default hereunder, ninety (90) days prior note
of termination is reasonable and sufficient (although this provision shall not
be construed to mean that shorter periods may not, in particular circumstances,
also be reasonable and sufficient). 
Dealer will be obligated to CDF for CDF’s advances or commitments made
before the effective termination date of this Agreement CDF will retain all of
its rights, interests and remedies hereunder until Dealer has paid CDF in
full.  All waivers, and the agreement to
arbitrate, set forth in this Agreement will survive any termination of this
Agreement.


25.                                 Binding Effect.  Dealer cannot assign its interest in this
Agreement without CDF’s prior written consent. 
Although CDF may assign or participate CDF’s interest in whole or in
part, without Dealers consent this Agreement will protect and bind CDF’s and
Dealers respective heirs, representatives, successors and assigns.


26.                                 Notices.  Except as otherwise stated herein, all
notices arbitration claims, responses, requests and documents will be
sufficiently given or served if mailed or delivered:  (a) to Dealer at Dealer’s chief executive
office specified above; and (b) to CDF at 655 Maryville Centre Drive, St.
Louis, Missouri 63141-5832, Attention: 
General Counsel, or such other address as the parties may hereafter
specify in writing.


27.                               NO
ORAL AGREEMENTS.  ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBTS ARE NOT ENFORCEABLE.  TO
PROTECT DEALER AND CDF FROM MISUNDERSTANDING OR DISAPPOINTMENT, ALL AGREEMENTS
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, EXCEPT AS
SPECIFICALLY PROVIDED HEREIN OR AS THE PARTIES MAY LATER AGREE IN WRITING TO
MODIFY IT.  THERE ARE NO UNWRITTEN AGREEMENTS
BETWEEN THE PARTIES.


28.                                 Severability.  If any provision of this Agreement or its
application is invalid or unenforceable, the remainder of this Agreement will
not be impaired or affected and will remain binding and enforceable.


29.                                 Supplement.  If Dealer and CDF (or any predecessor in
interest to CDF) have previously executed other agreements pertaining to all or
any part of the Collateral, this Agreement will supplement such agreement, and
this Agreement will neither be deemed a novation nor a



 10
 









termination of such
agreement, nor will execution of this Agreement be deemed a satisfaction of any
obligation secured by such agreement.


30.                                 Receipt of Agreement.  Dealer acknowledges that it has received a
true and complete copy of this Agreement. 
Dealer has read and understood this Agreement notwithstanding anything
herein to the contrary, CDF may rely on any facsimile copy, electronic data
transmission, or electronic data storage of: 
this Agreement, any SOT, billing statement financing statement, authorization
to pre-file financing statements, invoice from a Vendor, financial statements
or other reports, which will be deemed an original, and the best evidence
thereof for all purposes.


31.                                 Miscellaneous.  Time is of the essence regarding Dealer’s
performance of its obligations to CDF. 
Dealer’s liability to CDF is direct and unconditional and will not be
affected by the release or nonperfection of any security interest granted
hereunder.  CDF may refrain from or
postpone enforcement of this Agreement or any other agreements between CDF and
Dealer without prejudice, and the failure to strictly enforce these agreements
will not create a course of dealing which waives, amends or modifies such
agreements.  The express terms of this
Agreement will not be modified by any course of dealing, usage of trade, or
custom of trade which may deviate from the terms hereof.  If Dealer fails to pay any taxes, fees or
other obligations which may impair CDF’s interest in the Collateral, or fails
to keep the Collateral insured, CDF may, but shall not be required to, pay such
amounts.  Such paid /amounts will
be:  (a) an additional debt which Dealer
owes to CDF, which shall be subject to finance charges as provided herein; and
(b) due and payable immediately in full. 
Dealer will pay all of CDF’s reasonable attorneys’ fees and expenses
which CDF incurs in enforcing CDF’s rights hereunder.  The Section titles used herein are for
convenience only, and do not define or limit the contents of any Section.


32.                                 BINDING ARBITRATION.


32.1  Arbitrable Claims.  Except as otherwise specified below, all
actions, disputes, claims and controversies under common law, statutory law or
in equity of any type or nature whatsoever, whether arising before or after the
date of this Agreement, and whether directly or indirectly relating to:  (a) this Agreement and/or any amendments and
addenda hereto, or the breach, invalidity or termination hereof; (b) any
previous or subsequent agreement between CDF and Dealer; (c) any act committed
by CDF or by any parent company, subsidiary or affiliated company of CDF (the “CDF
Companies”), or by any employee, agent, officer or director of a CDF Company
whether or not arising within the scope and course of employment or other
contractual representation of the CDF Companies provided that such act arises
under a relationship, transaction or dealing between CDF and Dealer; and/or (d)
any other relationship, transaction or dealing between CDF and Dealer
(collectively the ‘Disputes”), will be subject to and resolved by binding
arbitration.  Notwithstanding the
foregoing, the parties agree that either party may pursue claims against the
other that do not exceed Fifteen Thousand Dollars ($15,000) in the aggregate an
a court of competent jurisdiction. 
Service of arbitration claims shall be acceptable if made by U.S. mail
or overnight delivery to the address for the party described herein.



 11
 









32.2  Administrative Body.  All arbitration hereunder will a conducted in
accordance with the Commercial Arbitration Rules of either:  (a) The American Arbitration Association (“AAA”);
or (b) United States Arbitration & Mediation (“USA&M”).  The party first filing an arbitration claim
shall designate which arbitration forum and rules are to be applied for all
disputes between the parties.  The “
rules are found at www.adr.org for AAA, and at www.usam-midwest.com for
USA&M.  AAA claims may be filed in
any AAA office.  Claims filed with
USA&M shall be filed in their Midwest office located at 720 Olive Street,
Suite 2020, St. Louis, Missouri 63101. 
All arbitrator(s) selected will be attorneys with at least five (5)
years secured transactions experience.  A
panel of three arbitrators shall hear all claims exceeding One Million Dollars
($1,000,000), exclusive of interest, costs and attorneys’ fees.  The arbitrator(s) will decide if any
inconsistency exists between the rules of the applicable arbitrator forum and
the arbitration provisions contained herein. 
If such inconsistency exists, the arbitration provisions contained
herein will control and supersede such rules. 
The arbitrator shall follow the terms of this agreement and the
applicable law, including without limitation, the attorney client privilege and
the attorney workproduct doctrine.


32.3  Hearings.  Each party hereby consents to a documentary
hearing for all arbitration claims, by submitting the dispute to the
arbitrator(s) by written briefs and affidavits, along with relevant
documents.  However, arbitration claims
will be submitted by way of an oral hearing, if any party requests an oral
hearing within forty (40) days after service of the claim, and that party
remits the appropriate ‘deposit for AAA’s fees and arbitrator compensation
within ten (10) days of making the request. 
The site of all oral arbitration hearings will be in the Division of the
Federal Judicial District in which AAA or USA&M maintains a regional office
that is closest to Dealer.


32.4  Discovery.  Discovery permitted in any arbitration
proceeding commenced hereunder is limited as follows.  No later than forty (40) days after the
filing and service of a claim for arbitration, the parties in contested cases
will exchange detailed statements setting forth the facts supporting the
claim(s) and all defenses to be raised during the arbitration, and a list of
all exhibits and witnesses.  No later
than twenty-one (21) days prior to the oral arbitration hearing, the parties
will exchange a final list of all exhibits and all witnesses, including any
designation of any expert witness(es) together with a summary of their
testimony; a copy of all documents and a detailed description of any property
to be introduced at the hearing.  Under
no circumstances will the use of interrogatories, requests for admission,
requests for the production of documents or the taking of depositions be permitted.  However, in the event of the designation of
any expert witness(es), the following will occur; (a) all information and
documents relied upon by the expert witnesses will be delivered to the opposing
party; (b) the opposing party will be permitted to depose the expert
witness(es); (c) the opposing party will be permitted to designate rebuttal
expert witness(es); and (d) the arbitration hearing will be continued to the
earliest possible date that enables the foregoing limited discovery to be accomplished.


32.5  Exemplary or Punitive Damages.  The Arbitrator(s) will not have the authority
to award exemplary or punitive damages.



 12
 









32.6  Confidentiality of Awards.  All arbitration proceedings, including
testimony or evidence at hearings, will be kept confidential, although any
award or order rendered by the arbitrator(s) pursuant to the terms of this
Agreement may be confirmed as a judgment or order in any state or federal court
of competent jurisdiction within the federal judicial district which includes
the residence of the party against whom such award or order was entered.  This Agreement concerns transactions
involving commerce among the several states. 
The Federal Arbitration Act, Title 9 U.S.C. Sections 1 et seq., as
amended (“FAA”) will govern ail arbitration(s) and confirmation proceedings
hereunder.


32.7  Prejudgment and Provisional Remedies.  Nothing herein will be construed to prevent
CDF’s or Dealer’s use of bankruptcy, receivership, injunction, repossession,
replevin, claim and delivery, sequestration, seizure, attachment, foreclosure,
and/or any other prejudgment or provisional action or remedy relating to any
Collateral for any current or future debt owed by either party to the
other.  Any such action or remedy will
not waive CDF’s or Dealer’s right to compel arbitration of any Dispute.


32.8  Attorneys’ Fees.  If either Dealer or CDF brings any other
action for judicial relief with respect to any Dispute (other than those set
forth in Sections 32.1 or 32.7), the party bringing such action will be
liable for and immediately pay all of the other party’s costs and expenses
(including attorneys’ fees) incurred to stay or dismiss such action and remove
or refer such Dispute to arbitration.  If
either Dealer or CDF brings or appeals an action to vacate or modify an
arbitration award and such party does not prevail, such party will pay all
costs and expenses, including attorneys’ fees, incurred by the other party in
defending such action.  Additionally, if
Dealer sues CDF or institutes any arbitration claim or counterclaim against CDF
in which CDF is the prevailing party, Dealer will pay all costs and expenses
(including attorneys’ fees) incurred by CDF in the course of defending such
action or proceeding.


32.9   Limitations.  Any arbitration proceeding must be
instituted:  (a) with respect to any
Dispute for the collection of any debt owed by either party to the other,
within two (2) years after the date the last payment by or on behalf of the
payor was received and applied in respect of such debt by the payee; and (b)
with respect to any other Dispute, within two (2) years after the date the
incident giving rise thereto occurred, whether or not any damage was sustained
or capable of ascertainment or either party knew of such indent.  Failure to institute an arbitration
proceeding within such period will constitute an absolute bar and waiver to the
institution of any proceeding, whether arbitration or a court proceeding, with
respect to such Dispute.


32.10  Survival After Termination.  The agreement to arbitrate will survive the
termination of this Agreement


33.                               INVALIDITY/UNENFORCEABIUTY
OF BINDING ARBITRATION.  IF THIS AGREEMENT IS FOUND TO BE NOT SUBJECT TO ARBITRATION, ANY LEGAL
PROCEEDING WITH RESPECT TO ANY DISPUTE WILL BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE WITHOUT A JURY. 
DEALER AND CDF WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDING.



 13
 









34.                                 Governing Law.  This Agreement and all other agreements
between Dealer and CDF have been substantially negotiated, and will be substantially
performed, in the state of MISSOURI. 
Accordingly, all Disputes will be governed by, and construed in
accordance with, the laws of such state, except to the extent inconsistent with
the provisions of the FAA which shall govern all arbitration proceedings
hereunder.


THIS CONTRACT CONTAINS BINDING
ARBITRATION.  JURY WAIVER AND PUNITIVE
DAMAGE WAIVER PROVISIONS.


This Agreement is dated
this 29th day of June, 2004.


	
  GE COMMERCIAL DISTRIBUTION

  FINANCE CORPORATION

  	
  TITAN MACHINERY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By

  	
  /s/David J. Meyer

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Print Name:  David J. Meyer

  
	
  Title:

  	
   

  	
   

  	
  Title:  CEO

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ATTEST:  

  
	
   

  	
  /s/ Kevin S. Harrison

  	
   

  
	
   

  	
  (Assistant Secretary)

  
	
   

  	
  Print Name:  Kevin S. Harrison

  
											



 



 14
 









SECRETARY’S
CERTIFICATE OF RESOLUTION


I
certify that I am the Secretary of the corporation named below, and that the
following completely and accurately sets forth certain resolutions of the Board
of Directors of the corporation adopted at a special meeting thereof held on
due notice (and with shareholder approval, if required by law), at which
meeting there was present a quorum authorized to transact the business
described below, and that the proceedings of the meeting were in accordance
with the certificate of incorporation, charter and by-laws of the corporation,
and that they have not been revoked, annulled or amended in any manner
whatsoever.


Upon motion duly
made and seconded, the following resolution was unanimously adopted after full
discussion:


“RESOLVED, That
the several officers, directors, and agents of this corporation, or any one or
more of them, are hereby authorized and empowered on behalf of this
corporation:  to obtain financing from GE
Commercial Distribution Finance Corporation (“CDF”) in such amounts and on such
terms as such officers, directors or agents deem proper; to enter into
financing, security, pledge and other agreements with CDF relating to the terms
upon which such financing may be obtained and security and/or other credit
support is to be furnished by this corporation therefor; from time to time to
supplement or amend any such agreements; and from time to time to pledge,
assign, mortgage, grant security interests, and otherwise transfer, to CDF as
collateral security for any obligations of this corporation to CDF, whenever
and however arising, any assets of this corporation, whether now owned or
hereafter acquired; the Board of Directors hereby ratifying, approving and
confirming all that any of said officers, directors or agents have done or may
do with respect to the foregoing.”


IN WITNESS
WHEREOF, I have executed and affixed the seal of the corporation on the date
stated below.  


	
  Dated:  June 30, 2004

  	
  /s/ Peter Christianson

  
	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
  Titan Machinery, Inc.

  
	
   

  	
  Corporate Name

  
	
  (SEAL)

  	
   

  



 



 15














EXHIBIT “A”


LIST OF
DEALER LOCATIONS


TITAN MACHINERY INC.


	
  Store Addresses

  	
   

  	
  30-June 04

  



 


	
  WATERTOWN (Div A)

  	
   

  	
  WAHPETON (Div B)

  	
   

  	
  CASSELTON (Div C)

  	
   

  	
  LISBON (Div D)

  
	
  3301 9th Avenue SE 

  P.O. Box 1579 

  Watertown, SD 57201-1570 

  P: 800-658-5590 

  P: 605-886-5741 

  F: 605-886-7074

  	
   

  	
  7955 179th Avenue SE 

  (Hwy. 13 & 81) 

  P.O. Box 310 

  Wahpeton, ND 58074-8310 

  P: 800-654-4313 

  P: 701-642-8424 

  F: 701-642-9514

  	
   

  	
  1701 Governors Drive 

  P.O. Box 439 

  Casselton, ND 58012-0430 

  P: 877-347-4671 

  P: 701-347-4671 

  F: 701-347-5008

  	
   

  	
  6930 Hwy 32 South 

  P.O. Box 393 

  Lisbon, ND 58054-0393 

  P: 800-648-4004 

  P: 701-683-4000 

  F: 701-683-5108 

  F: 701-683-3041

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JAMESTOWN (Div E)

  	
   

  	
  FARGO (Div F)

  	
   

  	
  KRIDER EQUIPMENT-CE (Div G)

  	
   

  	
  KRIDER EQUIPMENT (Div H)

  
	
  1620 8th Avenue SW 

  P.O. Box 1489 

  Jamestown, ND 58402-1489 

  P: 800-247-1102 

  P: 701-252-8200 

  F: 701-252-2203

  	
   

  	
  3401 32nd Ave S 

  Fargo, ND 58103-7811 

  P: 800-301-3171 

  P: 701-235-3171 

  F: 701-237-4832

  	
   

  	
  2583 5th Ave S 

  P.O. Box 3044 

  Fargo, ND 58103-3044 

  P: 800-342-4330 

  P: 701-237-3333 

  F: 701-237-3336

  	
   

  	
  1500 Industrial Drive 

  Bismarck, ND 58501 

  P: 800-247-1282 

  P: 701-250-7925 

  F: 701-256-7924

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIDGERWOOD (Div J)

  	
   

  	
  KULM (Div K)

  	
   

  	
  LAMOURE (Div L)

  	
   

  	
  MAIN STREET (Div M)

  
	
  15450 Hwy 11 

  Lidgerwood, ND 58053-9702 

  P: 800-452-2493 

  P: 701-538-4571 

  F: 701-538-7743

  	
   

  	
  212 North Main Avenue 

  P.O. Box 260 

  Kulm, ND 58456-0260 

  P: 888-965-2464 

  P: 701-647-2442 

  F: 701-647-2466

  	
   

  	
  1100 Hwy 13 E 

  P.O. Box 96 

  Lamoure, ND 58458-0096 

  P: 800-648-4606 

  P: 701-883-5286 

  F: 701-883-4356

  	
   

  	
  622 Main St 

  P.O. Box 231 

  Lisbon, ND 58054-0231 

  P: 800-522-2095 

  P: 701-683-5856 

  F: 701-683-4423

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FARGO TRACTOR (Div P)

  	
   

  	
  GRACEVILLE (Div Q)

  	
   

  	
  MARSHALL (Div R)

  	
   

  	
  PIPESTONE (Div S)

  
	
  2000 E Main 

  West Fargo, ND 58078-0366 

  P: 701-282-5290 

  F: 701-282-5391

  	
   

  	
  315 Hwy 28 

  P.O. Box 187 

  Graceville, MN 56240-0187 

  P: 800-248-8475 

  P: 320-748-7277 

  F: 320-748-7272

  	
   

  	
  2932 Hwy 23 

  Marshall, MN 56258 

  P: 800-658-2302 

  P: 507-532-5783 

  F: 507-532-2240

  	
   

  	
  1402 Hwy 75 S 

  Pipestone, MN 56164 

  P: 800-638-1065 

  P: 507-825-5155 

  F: 507-825-4104

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITAN MACHINERY (Div T) CORPORATE OFFICE

  	
   

  	
   

  	
   

  	
  WISHEK (Div W)

  	
   

  	
   

  
	
  4645 8th Ave SW, Suite 1 

  Fargo, ND 58103-7256 

  P.O. Box 10818 

  Fargo, ND 58106-0818 

  Fax: 701-356-0139

  	
   

  	
  MARSHA S: 701-356-0130 

  KEVIN H: 701-356-0132 

  JULIE D: 701-356-0133 

  NANCY W: 701-356-0136 

  TIM M: 701-356-0137 

  HARRY H: 701-356-0140 

  TED C: 701-356-0141 

  PETER C: 701-356-3333

  	
   

  	
  117 N Centennial St 

  P.O. Box 399 

  Wishek, ND 56495-0399 

  P: 888-566-2762 

  P: 701-452-2262 

  F: 701-452-2393

  	
   

  	
   

  



 



 1















AMENDMENT TO


AGREEMENT
FOR WHOLESALE FINANCING


This
Amendment is made to that certain Agreement for Wholesale Financing entered
into by and between Titan Machinery Inc.
(“Dealer”) and GE Commercial Distribution Finance
Corporation (“CDF”) on June 29, 2004, as amended (“Agreement”).


FOR VALUE
RECEIVED, CDF and Dealer agree as follows:


The
provisions in this amendment supersede the prior amendments dated June 29, 2004
and November 7, 2005 which have no further course and effect.


1.                                       Section
5 of the Agreement is hereby deleted in its entirety and restated to
incorporate the covenants set forth as follows:


“5.                                 Covenants.


(a)  Financial Covenants.  Beginning with the fiscal year ending January
31, 2007, Dealer shall:


(i)                                     maintain
a Tangible Net Worth and Subordinated Debt (“TNW”) in the amount of not less
than Ten Million Dollars  ($10,000,000.00) at all times thereafter;


(ii)                                  maintain
a ratio of Debt minus Subordinated Debt to TNW not to exceed 5.0 to 1.0 at all fiscal quarter ends and year ends


(iii)                               achieve
a ratio of EBITDA to interest expense of not less than 1.5 to 1.0 at
each fiscal quarter end.


For purposes of this paragraph:  ‘Tangible Net Worth” means the book
value of Dealer’s assets less liabilities, excluding from such assets all
Intangibles; “Intangibles” means and includes general intangibles
software (purchased or developed in-house); accounts receivable and advances
due from officers, directors, employees, stockholders, members, owners and
affiliates; leasehold improvements net of depreciation; licenses good will;
prepaid expenses; escrow deposits; covenants not to compete; the excess of cost
over book value of acquired assets; franchise fees; organizational costs;
finance reserves held for recourse obligations; capitalized research and
development costs; the capitalized cost of patents, trademarks, service marks
and copyrights net of amortization; and such other similar items as CDF may
from time to time determine in CDF’s sole discretion; “Debt” means all
of Dealer’s liabilities and indebtedness for borrowed money of any kind and
nature whatsoever, whether direct or indirect, absolute or contingent, and
including obligations under capitalized leases, guaranties, or with respect to
which Dealer has pledged assets to secure performance, whether or not direct
recourse liability has been assumed by Dealer, “Subordinated Debt” means
all of Dealer’s Debt which is subordinated to the payment of Dealer’s
liabilities to CDF by an agreement in form and substance satisfactory to CDF
and; “EBITDA” means, for any period of calculation, Dealer’s Operating
Profit before provision for income taxes and interest expense plus 



 1
 









depreciation and amortization.  All terms used herein to the extent not
defined shall be used in accordance with generally accepted accounting principles
consistently applied.  All amounts, if
applicable, shall be calculated on a consolidated basis.


(b)                                 Negative Covenants. 
Dealer will not at any time without CDF’s prior written consent:  (i) other than in the ordinary course of its
business, sell, lease, or otherwise dispose of or transfer any of its assets;
(ii) rent, lease, demonstrate, consign, license, or use any Collateral financed
by CDF; (iii) merge or consolidate with another entity; or (iv) move any
Collateral financed by CDF out of the United States of America.”


2.                                       Dealer
waives notice of CDF’s acceptance of this Amendment.


3.                                       All
other terms and provisions of the Agreement, to the extent not inconsistent
with the foregoing, are ratified and remain unchanged and in full force and
effect


IN WITNESS
WHEREOF, Dealer and CDF have executed this Amendment on this 24th day of
January, 2007.


 


	
  Titan Machinery, Inc.

  	
   

  	
  GE COMMERCIAL DISTRIBUTION 

  
	
   

  	
   

  	
  FINANCE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/Ted O.
  Christianson

  	
   

  	
  By

  	
   

  
	
  Print Name: Ted
  O. Christianson

  	
   

  	
  Print Name:

  	
   

  
	
  Title: CFO

  	
   

  	
  Title:

  	
   

  
							



 



 2
 









AMENDMENT
TO AGREEMENT FOR WHOLESALE FINANCING


This
Amendment is made to that certain Agreement for Wholesale Financing dated
June 29, 2004, as amended (“Agreement”), between Titan Machinery, Inc. (“Dealer”) and GE Commercial Distribution Finance Corporation (“CDF”).


FOR
VALUE RECEIVED, Dealer and CDF agree as follows (capitalized terms shall have
the same meaning as defined in the Agreement unless otherwise indicated):


1.               This
Amendment supercedes and replaces the financial covenants in that certain
Amendment dated June 29, 2004 to Agreement for Wholesale Financing:


“7.1                           Financial Covenants. 
Dealer will:


(a)                                  maintain,
as of October 31, 2005 and as of the last day of each fiscal quarter
thereafter, a Tangible Net Worth and Subordinated Debt in the combined amount
of not less than Eight Million Two Hundred Thousand Dollars ($8,200,000.00);
and


(b)                                 maintain,
(i) as of October 31, 2005, a ratio of Debt minus Subordinated Debt to Tangible
Net Worth of not more than six to one (6.0:1.0); and (ii) as of January 31,
2006, and as of the last day of each fiscal quarter thereafter, a ratio of Debt
minus Subordinated Debt to Tangible Net Worth of not more than five to one
(5.0:1.0); and


(c)                                  achieve,
as of the last day of each fiscal quarter, a ratio of EBITDA, for the twelve
month period ending on the last each of each such fiscal quarter, to interest
expense for the twelve month period ending on the last day of each such fiscal
quarter, of not less than one and one-half to one (1.5:1.1.0).


For purposes of this paragraph:  (i) ‘Tangible Net Worth’ means the
book value of Dealer’s assets less liabilities, excluding from such assets all
Intangibles:  (ii) ‘Intangibles’
means and includes general intangibles; software (purchased or developed
in-house); accounts receivable and advances due from officers, directors,
employees, stockholders, members, owners and affiliates; leasehold improvements
net of depreciation:  licenses; good
will; prepaid expenses; escrow deposits; covenants not to compete:  the excess of cost over book value of
acquired assets franchise fees; organizational costs; finance reserves held for
recourse obligations; capitalized research and development costs; the capitalized
cost of patents, trademarks, service marks and copyrights net of amortization;
and such other similar items as CDF may from time to time determine in CDF’s
sole discretion; (iii) ‘Debt’ means all of Dealer’s liabilities and
indebtedness for borrowed money of any kind and nature whatsoever, whether
direct or indirect, absolute or contingent, and including obligations under
capitalized leases, guaranties, or with respect to which Dealer has pledged
assets to secure performance, whether or not direct recourse liability has been
assumed by Dealer; (iv) ‘Subordinated Debt’ means all of Dealer’s Debt
which is subordinated to the payment of Dealers liabilities to CDF by on
agreement in form and substance satisfactory to CDF; (v) ‘EBITDA’ means,
for any period of calculation, the net income of Dealer before 



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provision for income taxes, interest expense
(including without limitation, implicit interest expense on capitalized
leases), depreciation and amortization, excluding therefrom (to the extent
included):  (A) non-operating gains
including, without limitation, extraordinary or nonrecurring gains, gains from
discontinuance of operations and gains arising from the sale of assets other
than inventory) during the applicable period; (B) net earnings of any business
entity in which Dealer has an ownership interest (other than a wholly owned
subsidiary) unless such net earnings shall have actually been received by
Dealer in the form of cash distributions; (C) any portion of the net earnings
of any subsidiary which for any reason is unavailable for payment of dividends
to Dealer; (D) the earnings of any entity to which any assets of Dealer shall
have been sold, transferred or disposed of, or into which Dealer shall have
merged, or been a party to any consolidation or other form of reorganization,
prior to the date of such transaction; (E) any gain arising from the
acquisition of any securities of Dealer; and (F) non-operating losses arising
from the sole of capital assets during such period.  All terms used herein to the extent not
defined shall be used in accordance with generally accepted accounting
principles consistently applied.  All
amounts, if applicable, shall be calculated on a consolidated basis.”


Dealer waives notice of
CDF’s acceptance of this Amendment.


All
other terms and provisions of the Agreement, to the extent not inconsistent
with the foregoing, are ratified and remain unchanged and in full force and
effect


IN
WITNESS WHEREOF, Dealer and CDF have executed this Amendment on this 7th day of
November, 2005.


	
  ATTEST:

  	
   

  	
  TITAN MACHINERY, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Kevin S.
  Harrison

  	
   

  	
   

  
	
  (Assistant)
  Secretary

  	
   

  	
  By 

  	
  /s/Ted O. Christianson

  
	
   

  	
   

  	
  Print Name: Ted O. Christianson

  
	
   

  	
   

  	
  Title: CFO/Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GE COMMERCIAL DISTRIBUTION 

  
	
   

  	
   

  	
  FINANCE CORPORATION 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 



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ADDENDUM
TO AGREEMENT FOR WHOLESALE FINANCING


This Addendum is
made to that certain Agreement for Wholesale Financing entered into by and
between Titan Machinery Inc. (“Dealer”)
and GE Commercial Distribution Finance
Corporation (“CDF”) on June 20, 2004, as amended (“Agreement”).


FOR VALUE
RECEIVED, CDF and Dealer agree that the following paragraph is incorporated
into the Agreement as if fully and originally set forth therein:


“As of the end of Dealer’s fiscal quarter ending September 30, 2004 and
as of each fiscal quarter end thereafter, Dealer will maintain:


(a) a Tangible Net Worth and Subordinated Debt in the combined amount
of not less than Eight Million Two Hundred Thousand Dollars ($8,200,000.00);


(b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth and
Subordinated Debt of not more than five to one (5.0:1.0); and


(c) a ratio of EBITDA, for the twelve month period ending on the last
day of each such fiscal quarter, to interest expense for the twelve month
period ending on the last day of each such fiscal quarter of not less than one
and one-half to one (1.5:1.0).


For purposes of this paragraph: 
(i) ‘Tangible Net Worth’ means the book value of Dealer’s assets
less liabilities, excluding from such assets all Intangibles; (ii) ’Intangibles’
means and includes general intangibles; software (purchased or developed
in-house); accounts receivable and advances due from officers, directors,
employees, stockholders, members, owners and affiliates; leasehold improvements
net of depreciation; licenses; good will; prepaid expenses; escrow deposits;
covenants not to compete; the excess of cost over book value of acquired
assets; franchise fees; organizational costs; finance reserves held for
recourse obligations; capitalized research and development costs; the
capitalized cost of patents, trademarks, service marks and copyrights net of
amortization; and such other similar items as CDF may from time to time
determine in CDF’s sole discretion; (iii) ‘Debt’ means all of Dealers
liabilities and indebtedness for borrowed money of any kind and nature
whatsoever, whether direct or indirect, absolute or contingent, and including
obligations under capitalized leases, guaranties, or with respect to which
Dealer has pledged assets to secure performance, whether or not direct recourse
liability has been assumed by Dealer; (iv) ‘Subordinated Debt’ means all
of Dealer’s Debt which is subordinated to the payment of Dealer’s liabilities
to CDF by an agreement in form and substance satisfactory to CDF; and (v) ’EBITDA’
means, for any period of calculation, the net income of Dealer before provision
for income taxes, interest expense (including without limitation, implicit
interest expense on capitalized leases), depreciation and amortization,
excluding therefrom (to the extent included): 
(A) non-operating gains (including, without limitation, extraordinary or
nonrecurring gains, gains from discontinuance of operations and gains arising
from the sale of assets other than inventory) during the applicable period; (B)
net earnings of any business entity in which Dealer has an ownership interest
(other than a wholly owned subsidiary) unless such net earnings shall have
actually been 



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received by Dealer in the form of cash distributions; (C) any portion
of the net earnings of any subsidiary which for any reason is unavailable for
payment of dividends to Dealer; (D) the earnings of any entity to which any
assets of Dealer shall have been sold, transferred or disposed of or into which
Dealer shall have merged, or been a party to any consolidation or other form of
reorganization, prior to the date of such transaction; (E) any gain arising
from the acquisition of any securities of Dealer; and (F) non-operating losses
arising from the sale of capital assets during such period.  All terms used herein to the extent not
defined shall be used in accordance with generally accepted accounting
principles consistently applied.  All
amounts, if applicable, shall be calculated on a consolidated basis.”


Dealer waives
notice of CDF’s acceptance of this Addendum.


All other terms
and provisions of the Agreement, to the extent not inconsistent with the
foregoing, are ratified and remain unchanged and in full force and effect.


IN WITNESS
WHEREOF, Dealer and CDF have executed this Addendum on this 29th day of June,
2004.


 


	
  ATTEST:

  	
   

  	
  TITAN MACHINERY, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Kevin S.
  Harrison

  	
   

  	
   

  
	
  (Assistant)
  Secretary

  	
   

  	
  By 

  	
  /s/ David J. Meyer

  
	
   

  	
   

  	
  Title: CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GE COMMERCIAL DISTRIBUTION 

  
	
   

  	
   

  	
  FINANCE CORPORATION 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 



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