Exhibit
10.10


CNH AMERICA LLC


DEALER AGREEMENT


THIS AGREEMENT between
CNH America LLC, a Delaware Limited Liability Corporation, having a place of
business at 500 Diller Avenue, New Holland, Pennsylvania 17557 (“Company”), and


Titan
Machinery Inc.


a Corporation
incorporated in the state of North Dakota


doing business as Titan Machinery Inc. and with its principal place of
business at:


1701
Governors Drive, Casselton, ND 58012 (“Dealer”)


will be effective June 22, 2006.












BY THIS AGREEMENT, Dealer
is authorized at the DEALER LOCATION
and BRANCH  LOCATION(S)
listed in Schedule C to sell, rent and lease at retail and to service selected
new PRODUCTS manufactured or distributed by
the Company.


Both parties recognize
that the rights of Dealer and the Company under this Agreement are defined by
the terms of this Agreement and applicable law.


IN CONSIDERATION of the
representations and promises contained in this Agreement, the Company and
Dealer agree as follows:


1.             DEFINITIONS


The following definitions shall apply throughout this Agreement:


a.             BRANCH LOCATION(S) shall mean the secondary place or places
of business of Dealer designated in Schedule C for the sales, renting, leasing
and/or servicing of PRODUCTS under
this Agreement separate from the Dealers principal place of business.


b.             DEALER LOCATION shall mean the place or places of business
of the Dealer designated in Schedule C for sale, rent, lease and service of PRODUCTS, including any BRANCH LOCATION(S).


c.             DEALER PRICE shall mean the price to the Dealer for PRODUCTS established by the Company from time to time
excluding any holdback, deposit or charge by the Company for taxes, handling,
delivery, transportation or special items or services.


d.             DOMESTIC shall mean within the 50 states of the United
States of America.


e.             EQUIPMENT shall mean those models of new EQUIPMENT and any related attachments that are designated by
PRODUCT LINE and listed in Schedule B.
The Company reserves the absolute and sole right to determine what EQUIPMENT it will offer Dealer for retail sale.


f.              GENUINE PARTS shall mean new Company-sourced assemblies,
subassemblies, components and accessories (and any part thereof) for only that EQUIPMENT which Dealer is authorized to sell on Schedule B,
unless otherwise authorized by the Company.


g.             MANUAL shall mean the Service/Warranty Chapter of the Dealer
Policy Manual (or the equivalent document or documents) and amendments thereto,
as may be made from time to time by the Company and provided to Dealer, setting
forth the policies and procedures of various warranty and protection plans,
which document is made part of this Agreement.


h.             MARKET SHARE shall mean the percentage of Company PRODUCTS RETAILED by Dealer within the PMR
designated in Schedule C as a portion of



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the total industry volume (as reported by the Association of EQUIPMENT Manufacturers or other organization identified by
the Company) of all comparable PRODUCTS,
including PRODUCTS and competitive non-Company
products, RETAILED in Dealer’s designated PMR.  MARKET SHARE shall be computed by dividing Dealer’s sales of
a given PRODUCT or PRODUCT LINE
within the Dealer’s designated PMR by the
total industry volume of that PRODUCT or PRODUCT LINE sold within the designated PMR.


i.              NON-EXCLUSIVE
shall mean that Dealer may market and sell PRODUCT in markets other than the PMR designated in Schedule C, that other dealers may sell
Company PRODUCTS to customers within the Dealer’s
designated PMR, and that Dealer has no actual
or implied right, contractual or otherwise, to be the only Company dealer located
in the designated PMR or any
geographic area, or to maintain the only Company dealer selling locations in
the designated PMR or any other market area.  The Company has no actual or implied
obligation, contractual or otherwise, to forgo placing a new Company dealer or
dealer selling location in Dealer’s designated PMR
or any given geographic area, and may in fact appoint such new Company dealers
or locations at any time.


j.              PRIMARY MARKET OF RESPONSIBILITY (“PMR”)
shall mean the total industry volume (as reported by the Association of EQUIPMENT Manufacturers or other organization identified by
the Company) of all PRODUCTS,
including competitive PRODUCTS, RETAILED within the geographic area designated in Schedule C
for which Dealer has sales and service responsibility for PRODUCTS.  Dealers designated PMR
may vary by PRODUCT or PRODUCT LINE.  The PMR is NON-EXCLUSIVE and is used solely to measure the Dealers
sales performance.


k.             PRINCIPAL DEALER LOCATION shall mean the DEALER LOCATION listed first on Schedule C.


I.              PRODUCT(S) shall mean EQUIPMENT and GENUINE PARTS.


m.            PRODUCT AND PRICING BULLETIN shall mean the latest bulletin
(or equivalent document or documents) and amendments thereto as may be made
from time to time by the Company and provided to Dealer setting forth the terms
of sale and ordering procedure applicable to sales of PRODUCTS
to Dealers, which document is made part of this Agreement.


n.             PRODUCT LINES shall mean the categories of EQUIPMENT that Dealer is authorized in writing, per Schedule
B, by the Company to sell, rent, lease and service.


o.             REGIONAL SALES AREA shall mean the designated multi-state
area managed by a Company Regional Sales Director.


p.             RETAIL shall mean a sale, rental or lease to an end user and
does not include any sale to jobbers, jockeys, unauthorized dealers or other
wholesalers.



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2.             APPOINTMENT


The Company appoints Dealer as a NON-EXCLUSIVE
Dealer solely for the RETAIL sale and
service of PRODUCTS to DOMESTIC
customers at the DEALER LOCATION and BRANCH LOCATION(S) listed in Schedule C, and Dealer accepts
this appointment.  Under this
appointment, Dealer is only authorized to sell PRODUCTS
to RETAIL customers in the DOMESTIC market.  Any
sales of PRODUCT for export or from a location
not authorized in Schedule C require the prior written consent of the Company.


3.             DEALER OWNERS AND
MANAGERS


a.             Dealer
represents that it conducts business under the legal form or entity shown on
Schedule A (i).


b.             Dealer
represents that it is owned by the persons listed on Schedule A (ii), which
schedule the Dealer further represents to contain the complete list of all
persons holding an ownership interest in Dealer.


c.             Dealer
represents that it is managed by the person(s) listed in Schedule A (iii),
which schedule Dealer further represents to contain the complete list of all
those who have full authority and responsibility for the management of Dealer
in the performance of this Agreement.


d.             Dealer
shall give the Company 60 days written notice of any proposed change in the
legal form of Dealer and any proposed change in Dealer ownership or operating
management, and immediate notice of the death or incapacity of any person
listed in Schedule A. No change in Dealer ownership or operating management
shall be effective against the Company until embodied in an appropriate
amendment to Schedule A or an assignment of this Agreement, duly executed by
the Company and Dealer and properly delivered.


4.             SALES RESPONSIBILITY


a.             Dealer
agrees to promote vigorously and aggressively the sale at RETAIL
of PRODUCTS in order to assure maximum
sales of PRODUCTS and further agrees to obtain a
reasonable share of the market in Dealer’s designated PMR and a reasonable
total sales revenue for all PRODUCTS which
dealer is authorized to sell.  It is
agreed that a reasonable MARKET  SHARE within the designated PMR shall be 90% of the average MARKET SHARE that New Holland PRODUCTS
or EQUIPMENT achieve within Deale’s state
or REGIONAL SALES AREA.  The Company, at its sole discretion, will
determine whether Dealer’s state or REGIONAL SALES AREA
will be used to measure Dealers performance.


b.             Dealer
also agrees to develop, maintain and direct a sufficient number of trained,
qualified sales personnel and shall conduct aggressive advertising and sales
promotion activities.



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c.             Dealer
understands and agrees that its performance of its PRODUCT
sales (and, where appropriate, leasing and rental) responsibility hereunder
shall be measured by the Company through the use, exclusively, of such
reasonable criteria as the Company may adopt, and without limitation, taking
into consideration the Dealer’s MARKET SHARES
within its PMR, total revenue, total sales,
leases and rentals of PRODUCTS and
its sales, leases and rentals of EQUIPMENT
categorized by PRODUCT LINE, to customers in the PMR.  The Dealers
prior sales performance of the PRODUCT LINE or
EQUIPMENT may be considered in
evaluating Dealer’s performance under this Agreement.  The Company may from time to time conduct
surveys (by use of questionnaires or otherwise) of owners, lessees and renters
of EQUIPMENT purchased, leased or rented
from Dealer to determine the satisfaction of those owners, lessees and renters
with the sales, leasing and rental efforts of Dealer.  The results of these surveys may be taken
into consideration in assessing Dealer’s performance under this Agreement.


d.             In
addition to the remedies for breach hereof as set forth in Paragraph 23(c), if
Dealer fails to carry out its PRODUCT sales
responsibility hereunder in the sale of a PRODUCT LINE or
specific EQUIPMENT in a PRODUCT LINE,
the Company may, at its sole discretion, and after thirty (30) days prior
written notice, remove that PRODUCT LINE or
EQUIPMENT from Schedule B. In such
event, Dealer will no longer be authorized to sell that PRODUCT LINE
or EQUIPMENT.


e.             Dealer
shall not offer for sale or sell as a GENUINE PART,
any assembly, subassembly, component, accessory (or any part thereof) that is
not a GENUINE PART.


f.              The
Company reserves the right to sell, rent or lease PRODUCT
directly to end users within Dealers designated PMR
or elsewhere without incurring any liability to Dealer.  The term ‘send users’ shall include, but not
be limited to, governmental agencies, institutions or entities, educational or
charitable institutions, rental companies and accounts classified by the
Company as national accounts.  The
Company shall have no liability to Dealer for any sales made pursuant to this
Paragraph.


5.             SERVICE
RESPONSIBILITY


a.             General.  In
accordance with standards and procedures established from time to time by the Company,
Dealer agrees to develop, maintain and direct a sufficient number of trained
and competent service mechanics and technicians and to render at the DEALER
LOCATION and in the field and at any BRANCH established for the purpose of
service, prompt, professional and courteous service to owners and users of PRODUCTS.


b.             Predelivery.  In
accordance with instructions issued from time to time by the Company, Dealer
agrees to perform inspection, conditioning and repair of EQUIPMENT
before delivery to a retail purchaser, lessee or renter.



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c.             Warranty and Policy. 
Dealer must perform warranty and policy service on PRODUCTS sold
by Dealer in accordance with the MANUAL.  At the customer’s request, Dealer shall
perform warranty and policy service on PRODUCTS not originally
sold by Dealer.


d.             Campaigns.  Dealer
agrees to perform campaign and field improvement program (FIP) inspections and
make corrections for owners and users of PRODUCTS in
accordance with instructions by the Company and the provisions of the MANUAL.


e.             Parts; Priority. 
Except as otherwise instructed by the Company, Dealer agrees to use only
GENUINE PARTS in performing warranty,
policy and campaign/FIP work.  Dealer
shall give priority to warranty, policy and campaign work over other service
work if the customers use of the EQUIPMENT
submitted for warranty, policy or campaign/FIP work is impaired.


f.              Service Tools.  Dealer
agrees to keep in inventory all special tools required by the Company to
service the PRODUCTS listed in Schedule B.


6.             STOCKS


Dealer agrees to order, stock, maintain and prominently display in new
salable condition at each DEALER LOCATION
representative models of each type of EQUIPMENT which
Dealer is authorized to sell hereunder, as set forth on Schedule B. It shall be
the Company’s sole right to determine minimum EQUIPMENT
stocking requirements.


7.             ORDERS


a.             Dealer
shall submit orders for PRODUCTS to the
Company at times designated by the Company and using methods and forms required
by (or approved by) the Company (or in accordance with the PRODUCT AND
PRICING BULLETIN or other procedures established by the Company).


b.             The
Company shall make reasonable efforts to honor each order for PRODUCTS from Dealer accepted by the Company, but shall not
be liable for failure to delivery or delay in delivery of PRODUCTS.


c.             Orders
for PRODUCTS are deemed to be accepted by
the Company when the order is expressly confirmed by the Company or the ordered
PRODUCTS are delivered to Dealer or the
carrier.  The Company may install any EQUIPMENT or accessories required by law on any EQUIPMENT ordered by a Dealer whether or not these mandatory
items were included in Dealers order.


8.             PRICES AND CHARGES


Unless otherwise determined by the Company in the PRODUCT AND
PRICING BULLETIN or by other written notice to Dealer, the following
provisions shall apply:



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a.             Dealer
shall pay the Company the DEALER PRICE
for each PRODUCT purchased from the Company by
Dealer, plus any holdback and charges by the Company for reimbursement of
taxes, duties, transportation, handling, distribution, delivery or special
items or services.  The Company may
change the DEALER PRICE, holdback,
reimbursement and other charges at any time prior to acceptance of the order
without prior notice to Dealer.  Except
as otherwise specified in writing by the Company, the DEALER PRICE
and charges shall be those in effect, and delivery to Dealer shall be deemed
made and the order filled, on the date of delivery by the Company to the
carrier or to Dealer, whichever occurs first.


b.             If
the Company increases the DEALER PRICE
for any PRODUCT, Dealer may cancel, by written
notice to the Company within 10 days after receipt of notice of the increase,
any orders for that PRODUCT placed
by Dealer prior to receiving notice of the increase and not already accepted by
the Company at the time the Company receives Dealers notice of cancellation.


9.             TERMS OF PAYMENT AND
DELIVERY


Unless otherwise determined by the Company by written notice to Dealer,
the following provisions shall apply:


a.             Payment.  Payment for
each PRODUCT shall be made in current funds unless the invoice or the Company’s
then current and applicable payment plan provides otherwise, in which event the
terms of the invoice or the plan shall govern. 
Dealer shall pay the Company for all PRODUCTS
immediately upon delivery of PRODUCTS to
Dealer.  Receipt of any check, draft or
other commercial paper shall not constitute payment until the Company has
received cash in the full amount thereof. 
Failure to make payment in accordance with this Paragraph may, at the
discretion of the Company, result in the Company revoking the sale and
repossessing the PRODUCT without notice or formality or result in a charge back
or disallowance of discounts and/or settlement allowances.  These remedies are in addition to those
available to the Company under Paragraphs 23(c) and (d).


b.             Delivery.  The Company
reserves the right to determine the method and routing for delivery of PRODUCTS sold to Dealer. 
Where specific shipping instructions are not stated in the order, the Company
will endeavor to ship over the best and most economical route.  The Company shall not be responsible for
guaranteeing shipping rates or for delays in shipments.  In cases where the order submitted by Dealer
specifies a date for Dealer pick-up at a Company depot or other location and PRODUCTS are not called for within 10 days of that date, the
Company may ship the PRODUCTS
ordered to Dealer; and the cost of shipping and handling shall be borne by
Dealer.


c.             Equipment Relocation. 
The Company from time to time may request Dealer to relocate EQUIPMENT.  If the
Company makes such a relocation request and



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Dealer refuses to release the unit, the Company may at its discretion
demand payment for the unit in full on the first day of the month following the
request.


d.             Security.  As security
for the purchase price of any PRODUCTS sold
to Dealer, the Company shall have a purchase money security interest in such PRODUCTS as more fully set forth in the Dealer Security
Agreement.  The Company reserves the
right to declare all balances of the account due and payable immediately if for
any reason it deems such necessary for protection of its interests.  No cash discount will be allowed Dealer so
long as any of the indebtedness, whether secured by collateral or otherwise, is
past due, and in that case, at the option of the Company, further shipments of PRODUCTS may be stopped altogether or made only a cash or
COD basis.  Dealer shall be charged and
must pay interest on all accounts past due at the highest lawful contract
rate.  All payments made on the
indebtedness shall be payable at the Company’s office or other designated
depositories.  Dealer shall reimburse the
Company for any exchange or collection charges, including reasonable legal
fees, in connection with any of Dealers remittances.


e.             Wholesale Credit Line. 
Dealer shall comply fully with the terms of any wholesale line of credit
applying to sales made to Dealer and Dealer shall make no sale or other
disposition of floor planned EQUIPMENT other
than by normal course of business sale or lease to a bona fide retail customer,
or by wholesale transfer to another authorized New Holland Dealer.


f.              Title.  Title to each
PRODUCT purchased by Dealer shall pass to Dealer or to the finance institution
designated by Dealer upon delivery of the PRODUCT to a carrier or Dealer.


g.             Risk of Loss and Claims. 
All risk of loss and damage to any PRODUCT purchased by Dealer from the
Company that is not borne by the carrier while the PRODUCT is in the possession
of the carrier shall be the responsibility of the Company, provided upon
delivery Dealer promptly and properly inspects and records any loss of or
damage to the PRODUCT.  In accordance
with the MANUAL, Dealer shall cooperate with the
Company in processing all claims for loss of or damage to PRODUCTS.  Dealer shall bear all risk of loss or
deterioration of, or damage to, PRODUCTS from
the time delivery is tendered to Dealer. 
Dealer shall promptly notify the Company if any new and unused EQUIPMENT is substantially damaged while in Dealers
possession.  To preserve the quality and
value of new EQUIPMENT offered to the public,
the Company shall have the option to repair or replace any such EQUIPMENT.  Dealer
shall assign to the Company Dealer’s rights under any insurance contract related
to such EQUIPMENT repaired or replaced by the
Company; however, the total cost to repair or replace such EQUIPMENT
shall be the sole responsibility of Dealer.


h.             Demurrage and Diversion Liability.  Dealer shall pay all demurrage, storage and
other charges accruing after arrival of any shipment of PRODUCTS
at the



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designated destination.  If
Dealer fails or refuses for any reason to accept delivery of any PRODUCT ordered by Dealer, Dealer shall pay the Company the
amount of all expenses incurred by the Company in shipping PRODUCTS
to Dealer and in returning PRODUCTS to the
original shipping point or diverting them to another destination; but Dealer
shall not pay more for diversion than the expense of returning the PRODUCT to its original shipping point.


i.              Taxes.  Dealer
represents and warrants that al PRODUCTS
purchased from the Company are purchased for resale to retail customers in the
ordinary course of Dealers business. 
Dealer further represents and warrants compliance with all requirements
for collection and payment of applicable sales, use and like taxes, and has
provided or will provide evidence thereof to the Company.  These representations and warranties shall be
deemed a part of each order given by Dealer to the Company.  Dealer agrees that, as to any PRODUCT put to a taxable use by Dealer or purchased by
Dealer other than for resale, Dealer shall make timely and proper return and
payment of all applicable sales, use and other taxes, and shall indemnify,
defend and hold the Company harmless from all claims and demand for those
taxes.


j.              Application of Money and Credits.  Any money or credits due and payable or
becoming due and payable from the Company to Dealer as a result of the business
dealings between the parties may, at the Company’s option, be applied in any
order the Company may determine for the satisfaction, in full or in part, of
any debts, liabilities or obligation due and payable or becoming due and
payable or owing from Dealer to the Company, including, but not limited to past
due interest due from Dealer to any financing organization for which the
Company may be responsible to pay in the future.


10.          ADVERTISING, PROMOTION
AND TRADE PRACTICES


a.             Dealer
shall conduct business in a manner that will reflect favorably at all times on
Dealer, the Company, PRODUCTS and
other Dealers in PRODUCTS.  Dealer shall refrain from business practices,
advertisements and promotions that are unethical, deceptive, misleading,
confusing or would likely contravene any voluntary or involuntary advertising
standard or any law.  Dealer shall not
make directly or indirectly any false or misleading statement or representation
concerning any PRODUCT or other item held for
sale, lease or rental, its source, condition or capabilities, the prices or
charges therefor or the charges made by the Company for distribution, delivery,
taxes or other items.


b.             Dealer
shall comply with all laws, rules and regulations applicable to the ordering,
sale and service of PRODUCTS and
any used PRODUCTS including without limitation
those concerning safety, emissions control and customer service.  With further regard to used PRODUCTS which come into its possession, Dealer agrees to
inspect such PRODUCTS and bring them up to
reasonably safe condition whether by repair or by adding or repairing safety
mechanisms and shields as originally supplied.



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c.             Dealer
may not modify new EQUIPMENT
without the written consent of the Company. 
If the Company permits Dealer to modify new EQUIPMENT
or install on new EQUIPMENT any EQUIPMENT, accessory or part that has not been supplied by
the Company, or sell any EQUIPMENT that
has been modified, or sell any non-New Holland service contract in conjunction
with the sale of EQUIPMENT, the Dealer will
disclose this fact to the purchaser in writing and will advise the purchaser in
writing that the modification, EQUIPMENT,
accessory or part is not included in warranties provided by the Company or, in
the case of a service contract, the coverage is not provided by the
Company.  With respect to used EQUIPMENT, Dealer shall not represent the source of any
modification, accessory, part or service contract to be the Company if the
source is not the Company.


11.          LITERATURE AND
INSTRUCTION


a.             In
accordance with Company instructions as issued from time to time, Dealer agrees
to complete, execute and deliver to each retail purchaser of a PRODUCT the appropriate current publications and forms for
owners covering operation, maintenance, warranty and other matters as
determined by the Company.  Dealer
promptly shall comply with its obligations under these publications.


b.             At
the time of delivery, Dealer agrees to instruct each purchaser, lessee or
renter of a PRODUCT from Dealer in the safe
use and operation of that PRODUCT.


12.          CUSTOMER HANDLING


Dealer shall promptly investigate and take appropriate corrective
action to satisfy the customer with respect to all matters brought to its
attention relating to the sale and service of PRODUCTS,
shall make regular contact with owners and users of PRODUCTS
and shall report promptly to the Company the details of each inquiry or
complaint concerning a PRODUCT Dealer
cannot correct to the customers satisfaction. 
Dealer shall also promptly notify the Company of any reports of
accidents or injuries involving PRODUCTS.


13.          FACILITIES AND EQUIPMENT


a.           Dealer shall establish
and maintain at a location approved by the Company a place of business that, in
the Company’s opinion:


(i)            is
of satisfactory size, layout, appearance and condition;


(ii)           contains
adequate space for exclusive display, sale and service of PRODUCTS,
sale of used EQUIPMENT, customer parking,
customer waiting, office functions and storage; and


(iii)          is equipped to the Company’s sole
satisfaction with the tools, EQUIPMENT and
machinery that will enable Dealer to meet its obligations under this Agreement.



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b.           With
the Company’s prior consent as set forth herein, Dealer may establish and
maintain BRANCH LOCATIONS for the sale and/or
service of PRODUCTS at locations approved by
the Company.  All requirements set forth
in this Agreement, including but not limited to those set forth in Paragraph
13(a), shall apply to all BRANCH LOCATIONS.


c.           Without
the prior written consent of the Company, Dealer shall not move or
substantially modify its place or places of business or establish, directly or
indirectly, any other place of business, including BRANCH
LOCATIONS, for the sale or service of PRODUCTS.


d.           Dealer
shall keep its place or places of business open during all hours and days
customary in the trade.


e.           The
Dealer shall set up and use at each DEALER LOCATION
a Company approved computerized system for communications with the Company and
shall subscribe to the Company Parts Automated Library System (PAL).


14.          WARRANTY


a.           The
warranties covering EQUIPMENT are
set forth in the MANUAL.  Dealer shall review the written warranty set
forth in the MANUAL with the customer and
obtain the customers signature on the Warranty and Limitation of Liability
Agreement.  Dealer shall then submit the
signed Warranty and Limitation of Liability Agreement to the Company as set
forth in the MANUAL.  Dealer shall also provide customer
information for each PRODUCT
retailed by Dealer as requested by the Company for the purposes of, but not
limited to, the Warranty Record.  The
Company and Dealer promptly shall fulfill their responsibilities under this
warranty.


b.           Dealer
shall expressly incorporate the appropriate GENUINE PARTS
warranty as part of each sale of a GENUINE PART,
in accordance with instruction set forth in the MANUAL.


c.           EXCEPT FOR THE WARRANTY EXTENDED UNDER THIS PARAGRAPH 14, AND TO THE
EXTENT ALLOWED BY LAW, THERE SHALL BE NO OTHER WARRANTY OR CONDITION, EXPRESS
OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR ANY OTHER OBLIGATION OF THE COMMPANY TO DEALER OR
THE CUSTOMER WITH RESPECT TO PRODUCTS. 
NOTWITHSTANDING THE FOREGOING, ANY PROVISIONS IN THIS AGREEMENT BETWEEN
DEALER AND THE COMPANY REGARDING PRODUCTS SHALL REMAIN EFFECTIVE.


d.           The
Company shall not be liable nor shall it defend, indemnify or in any way be
obligated to assist Dealer in defense of any notice, claim, or lawsuit alleging
the



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existence of a warranty beyond the terms identified in the Warranty and
Limitation of Liability Agreement referred to in this Paragraph 14.


e.           The
performance and administration of the warranties extended under this Paragraph
14 and the payment of claims under these warranties shall be as set forth in
the MANUAL.


15.          CREDIT LINE AND
CAPITALIZATION


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


16.          SIGNS


Dealer shall acquire, erect and maintain a Company-approved primary
identification sign to identify each DEALER LOCATION
listed in Schedule C as a Dealer in PRODUCTS.  These signs shall be subject to the Company’s
approval with respect to the display of any trademark or trade name to which
the Company or any affiliated company is entitled.


17.          DEALER STANDARDS


Dealer understands and agrees that the Company will evaluate the Dealer
according to and under the terms of the Company’s Dealer Standards Program and
may reward those dealers that comply with these Standards and achieve high
scores as defined by the Company.


18.          REPORTS, AUDITS AND
RECORDS.


a.           At
the Company’s request Dealer shall provide to the Company a copy of its annual
and/or current monthly financial statement prepared by or for Dealer in
accordance with generally accepted accounting principles.  Dealer shall also promptly submit sales
reports and other business, sales and service reports and documents to the
Company upon request.  All statements and
reports shall contain information on any BRANCH LOCATIONS.  At any time, the Company may request from
Dealer additional or supplemental financial or other business data to assist in
assessing its continuing credit risk or Dealers compliance with the provisions
of this Agreement.  The Company also
reserves the right to obtain from time to time personal financial statements
from the owner(s), partner(s), principal stockholder(s) or guarantor(s) of
Dealer.  Dealer will comply with all
requests for such additional information immediately.  Failure to provide any of the reports,
records or information which are the subject of this Paragraph may result in
withdrawal of existing credit extensions or refusal to grant additional credit
or such other actions as the Company may deem appropriate, including
termination of this Agreement as provided herein.



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b.         Dealer
shall permit persons designated by the Company, at reasonable times during
normal business hours, to examine its place or places of business, stocks of PRODUCTS and other EQUIPMENT at
the PRINCIPAL DEALER LOCATION and any BRANCH LOCATIONS, to test EQUIPMENT,
to check and instruct Dealer and its employees in the proper handling of
warranty and other repairs and claims based thereon and to examine, copy and
audit all Dealer’s original records and documents relating to Dealers PRODUCTS business. 
Dealer shall maintain for at least two years all original records and
documents relating to all claims made upon or paid by the Company including,
but not limited to, warranty, policy and incentive claims.  The submission of improper claims will result
in a charge back against Dealer account with the Company for all improper or
unsubstantiated claims.  If Dealer
refuses to permit an audit, fails to maintain the required records, or if it is
determined that improper claims were intentionally made, the charge back will
include all payments for the prior two years, including any dealer settlement
allowances or retail sales incentives. 
This remedy is in addition to those available to the Company under
Paragraph 23(d).


19.          MARKET REPRESENTATION


a.         Without
liability to Dealer, the Company may determine the numbers, locations and sizes
of Company dealers necessary for adequate PRODUCTS, sales
and service representation within any geographic area, or within the PMR designated in Schedule C, and may after Dealers
designated PMR or appoint additional Company
dealers in PRODUCTS within that PMR or elsewhere. 
Notwithstanding any other provision of this Agreement, the decision
whether to alter Dealers designated PMR or to
establish a new or additional Company Dealer shall be made by the Company
solely upon its own business judgment. 
Nothing in this Agreement shall be construed as requiring Dealers
consent to the establishment of a new or additional Dealer in any area where
the Dealer markets or sell PRODUCTS or
elsewhere.


b.         The
Company may make gifts or loans of PRODUCT to
others within Dealers designated PMR or
otherwise without liability to Dealer. 
The Company also may offer any PRODUCTS
including new, modified and differently designed PRODUCT,
bearing any trademarks or trade names to which the Company or any affiliated
company is entitled, to selected Company Dealers or others under existing or
new agreement without liability to Dealer, and without undertaking any
obligation to make such PRODUCTS
available to the Dealer.


c.         In
view of the personal nature of this Agreement, the rights and privileges
conferred on Dealer under this Agreement are not transferable, assignable or
salable by Dealer, and no property right or interest, direct or indirect, is
sold, conveyed or transferred to Dealer under this Agreement.  The Company may select the dealers it shall
appoint to distribute and service PRODUCTS and
may refuse to appoint as a Dealer any purchaser or prospective purchaser of any
of the shares or assets of Dealer upon the termination of this Agreement or
otherwise.



 13
 








Dealer shall give the Company sixty (60) days written notice of Dealers
intention to transfer or sell the shares or assets of the dealership.


d.           Dealer
has not paid any fee for this Agreement.


20.          MODEL CHANGE


a.         Without
giving notice to Dealer and without incurring any liability to Dealer, the
Company:


(i)        may
alter, modify or discontinue the design, construction and availability of any PRODUCT;


(ii)       may
withdraw from the market any PRODUCT, any
derivative of a PRODUCT and any version of any
derivative of a PRODUCT; and


(ii)       may
market additional or replacement PRODUCTS.


b.          Unless
the Company advises Dealer in writing to the contrary, or except as required by
law, the Company does not sell its PRODUCTS to
Dealer using a model year or year of manufacture designation.  Except as required by law, Dealer shall make
no representation upon resale, lease or renting that the EQUIPMENT
is of a particular model year.


21.          TRADEMARKS, TRADE NAMES
AND TRADE SECRETS


a.          Use in Title.  Dealer
shall not use as, or as part of, its trading or firm title any name that is not
acceptable to the Company.  Without the
Company’s prior consent, Dealer shall not use “New Holland” or any trade names
or trademarks owned or used by CNH America LLC or any predecessor or affiliate
company, as or as part of Dealer’s firm, trade or corporate name and shall not
permit any person, firm or corporation controlled by it or affiliated with it
to do so.  Such trade names and
trademarks belong to CNH America LLC or its affiliates and may be used by
Dealer only in connection with the advertisement and sales of PRODUCTS sold to Dealer by the Company.  Any such use by Dealer shall immediately
cease upon termination of the business relationship between the Company and
Dealer.


b.          Goodwill and Reputation. 
Dealer shall not in any trading title used by the Dealer in connection
with its business activities under this Agreement or in connection with any
other business activity, use any name or words capable of damaging the goodwill
or reputation of the Company or any affiliated company or predecessor.  Dealer shall promptly carry out all
reasonable instructions and requests of the Company issued to protect and
promote the value, goodwill and reputation of any trademark or trade name to
which the Company or any affiliated company or predecessor is entitled.



 14
 








c.           Dealer
shall maintain in strict confidence all commercial and technical information
disclosed by the Company to Dealer.


22.          DURATION


Unless terminated earlier in accordance with the terms hereof, this
Agreement shall continue from the date first set forth above until December 31,
2006.  This Agreement shall be extended
for successive one-year terms unless at least ninety (90) days prior to the
expiration date of the original term or any extension term either party
notifies the other of its intention not to extend.  Upon such notification, this Agreement shall
expire on December 31, 2006 or at the end of any such extension period.  Dealer understands that this Agreement is of
a limited duration and agrees that it has not relied on any representation
regarding the continuation of this Agreement or its benefits beyond the initial
term or any subsequent term.


23.          TERMINATION


It is agreed that the following shall illustrate, but in no way limit,
the various grounds which shall entitle the Company, at its option, and Dealer
where so indicated, to terminate this Agreement prior to its expiration, and
which shall entitle the Company to immediate possession of all PRODUCTS for which Dealer is indebted to the Company or a
Company-approved financing institution:


a.           Replacement Agreement.  In the event the Company offers a new or amended
form of agreement to its dealers in PRODUCTS, the
Company may terminate this Agreement at any time by giving Dealer at least
thirty (30) days prior written notice.


b.           At Will.  Dealer may
terminate this Agreement at any time, with or without cause, after at least
thirty (30) days prior written notice to the Company.


c.           Breach.  Except for
those events set forth in Paragraph 23(d), the Company shall give the dealer
notice and sixty (60) days opportunity to cure, to the Company’s sole
satisfaction, any failure of the Dealer to fulfill any of its obligations under
this Agreement.  If Dealer fails to cure
the breach or breaches to the Company’s sole satisfaction, the Company may
terminate this Agreement by giving Dealer thirty (30) days written notice.


d.           With Immediate Effect. 
The Company may terminate this Agreement with immediate effect by giving
notice to Dealer or to Dealers legal representative in any of the following
events:


(i)            Any
transfer or attempted transfer, without the prior written approval of the
Company, by Dealer of any interest in, or right, privilege, or obligation under
this Agreement, or any transfer by operation of law or otherwise of the
principal assets of the Dealer that are required for the conduct of its
business under this Agreement, or any change, however accomplished, in



 15
 








the direct or indirect ownership or operating
management of Dealer as set forth in Schedule A.


(ii)           Any
misrepresentation in applying for appointment as a dealer in PRODUCTS by Dealer or any person named in Schedule A; the
submission of a fraudulent parts return or the return of parts with fraudulent
packaging or labeling; the submission by Dealer to the Company of a false or
fraudulent application or claim, or any false statement in support thereof, for
warranty, policy or campaign adjustments or for wholesale pads or sales
incentives or for any other refund, credit; rebate, incentive, allowance,
discount, reimbursement or payment under any program, or the acceptance by
Dealer of any payment for any work not performed by Dealer in accordance with
the provision of this Agreement or the MANUAL.


(iii)          Failure of Dealer to maintain one or more of
Dealer’s places of business open for business for a period of seven or more
consecutive days.


(iv)          Conviction
or guilty plea in a court of original jurisdiction of Dealer or any person
named in Schedule A of a felony or of any violation of law that in the Company’s
opinion tends to affect adversely the operation or business of Dealer or the
good name, goodwill or reputation of PRODUCTS,
Dealer, the Company, or other dealers in PRODUCTS.


(v)           Failure
of Dealer to fulfill any provision of Paragraph 9 or Paragraph 21 or to pay the
Company any sum due under any agreement between the Company and Dealer.


(vi)          Failure
of Dealer to obtain or hold any license required for the performance of any of
Dealer’s obligations under this Agreement.


(vii)         Death or physical or mental incapacity or
disappearance of Dealer if Dealer is an individual, or of the principal owner
of Dealer if Dealer is a legal entity other than an individual.


(viii)        Insolvency of Dealer, the inability of Dealer
to pay debts as they mature, whether to the Company or others; the filing of a
petition in bankruptcy or for reorganization, whether voluntary or involuntary;
the making of an assignment by Dealer for the benefit of creditors; the
appointment of a receiver, custodian or trustee for Dealer or its property; or
default by Dealer in the payment of any obligation owing to the Company.


(ix)           Revocation
or discontinuance of any guaranty of Dealer’s present or future obligations to
the Company.


(x)            Failure
of Dealer to provide the reports and/or permit the audits described in
Paragraph 18.



 16
 








(xi)           Any
conduct by any person named in Schedule A or any employee of Dealer unbecoming
a reputable business person, or disagreement between any persons named therein
that in the Company’s opinion tends to adversely affect the operation or
business of Dealer or the good name, goodwill or reputation of PRODUCTS, Dealer, the Company, or other dealers in PRODUCTS.


(xii)          Conduct by any person named in Schedule A or
any employee of Dealer that is abusive or threatening to any Company employee.


24.          OBLIGATIONS UPON
EXPIRATION OR TERMINATION


a.           Upon
the expiration or termination of this Agreement, Dealer shall cease to be a
dealer in PRODUCTS, all orders from Dealer for PRODUCTS that have not been shipped shall be canceled
without liability to either party, and Dealer promptly shall:


(i)            pay
the Company all sums owed by Dealer to the Company;


(ii)           remove
all signs owned or controlled by Dealer that bear any trademark or trade name
of the Company or any of its affiliates or predecessors;


(iii)          discontinue the use of any trademark or trade
name of the Company or any of its affiliates or predecessors; and


(iv)          cease
to represent in any way that Dealer continues to be a Dealer in PRODUCTS.


b.           If
Dealer fails to comply with these requirements, the Company may take reasonable
steps to achieve compliance or the same result as would be realized by Dealer compliance,
and Dealer shall reimburse the Company for all costs and expenses, including
reasonable attorney’s fees, incurred by the Company in effecting or enforcing
compliance.  All obligations contained in
Paragraph 24 shall survive the expiration or termination of this
Agreement.  Final settlement of Dealer’s
account with the Company shall not be made until all requirements of this
Agreement, particularly those obligations set forth in Paragraph 24(a), are
complied with by Dealer.


25.          ACQUISITION OF CERTAIN
PROPERTY UPON TERMINATION


Unless otherwise provided by law, the following provisions shall
control:


a.           If
this Agreement expires or is terminated, then upon Dealer’s written request,
the Company shall repurchase all new, complete, unused, unsold and undamaged PRODUCTS in Dealers stock on the date of termination
provided the PRODUCT:


(i)            is
in new, complete, salable condition;



 17
 








(ii)           is
listed in the then-current price and data book or parts price list;


(iii)          is free and clear of all liens; and


(iv)          was
purchased by Dealer from the Company.


In addition, the Company will only repurchase GENUINE PARTS
that are returned in correct order multiples, in a complete set (if originally
sold in a set of two or more items) and in the original Company packaging with
the original authorized Company identification label.  The Company will only repurchase attachments
that were not previously installed and which were invoiced separately to
Dealer.  The Company will not repurchase
any GENUINE PART that has a limited shelf life,
has an altered or counterfeited identification label, is in a broken package,
is a hazardous material or was direct shipped from a supplier other than the
Company.


b.           The
price for any repurchased EQUIPMENT shall
be the price paid by Dealer to the Company, less charges for distribution,
delivery, handling, advertising and taxes, and less any amount previously
credited or refunded to Dealer on that EQUIPMENT.  The Company is not obligated to reimburse
Dealer for unloading, set-up, or preparation of returned PRODUCTS
under this Paragraph 25.  The price for
any repurchased GENUINE PART shall be the
then-current DEALER PRICE, less all allowances
and discounts paid or allowances and discounts currently offered by the
Company, less the amount representing freight currently being prepaid by the
Company on stock orders, and less a ten percent (10%) restocking charge.  Dealer must notify the Company in writing
within thirty (30) days of the expiration or termination of this Agreement that
Dealer desires the Company to reacquire certain PRODUCTS,
and return such PRODUCTS to the Company within
sixty (60) days.  A single return of GENUINE PARTS will be permitted.


c.           Upon
expiration or termination of this Agreement, the Company may retake without
payment any materials (such as sales promotion, advertising and training
materials, Price and Data books, tools and signs) provided without charge to
Dealer by the Company or any predecessor. 
In no event shall the Company have the obligation to purchase Dealer’s
facilities (including land and buildings) or any assets not specifically
mentioned in this Paragraph 25.


d.           All
items to be repurchased by the Company under this Paragraph 25 shall be packed,
boxed or crated and shipped by Dealer in accordance with the Company’s instructions,
unless otherwise required by law, freight prepaid at Dealers expense to the
destination specified by the Company. 
All items thus repurchased shall be delivered, sold and paid for free of
all claims, liens and other encumbrances after compliance with all bulk sales
or similar laws for the protection of creditors and shall be transferred by
warranty bills of sales satisfactory to the Company.



 18
 








Dealer will be paid for the items reacquired by the Company, less any
amount owed to the Company.


e.           The
Company shall have the right to withhold from the price of any items
repurchased pursuant to this Paragraph 25, a sum sufficient to discharge any
liens or encumbrances against such items and to discharge such liens or
encumbrances.  Dealer shall, in addition,
execute such documents and take any additional action reasonably requested by
the Company to transfer ownership thereof, free and clear of such liens and
encumbrances.


26.          RELATIONS AFTER
EXPIRATION OR TERMINATION


Any business relations between the Company and Dealer after expiration
or termination of this Agreement, whether with respect to PRODUCTS
or otherwise, shall not constitute a waiver of the expiration or termination of
this Agreement or in any manner reinstate the contractual relationship that existed
by virtue of this Agreement, and all such relations shall be governed by terms
identical to the relevant provisions of this Agreement unless the parties
execute a new agreement superseding this Agreement.


27.          NEW AGREEMENT


Unless otherwise specified by the Company in writing, the termination
of this Agreement by the Company in connection with the offer by the Company to
Dealer (or Dealer’s successor in interest) of a new agreement for one or more PRODUCTS shall not give rise to the rights and obligations
provided in Paragraphs 24 and 25 with respect to the PRODUCTS
covered by the new agreement.


28.          LIMITATION OF LIABILITY


This Agreement contemplates that Dealer, as an independent business,
shall purchase PRODUCTS for resale in conformity
with the provisions of this Agreement, and shall obtain on its own the capital
investment necessary to operate the business. 
Nothing in this Agreement shall impose any liability on the Company in
connection with Dealer’s operations under this Agreement or otherwise, or for
any expenditure made or incurred by Dealer in preparation for performance or in
performance of Dealers responsibilities under this Agreement.


The Company and Dealer both understand and agree that this Agreement is
of a limited duration, and therefore, except as provided herein, neither party
is entitled to any compensation or reimbursement for loss of past or
prospective profits, past or prospective sales or any other losses occasioned
by expiration, cancellation, non-renewal, termination or breach of this
Agreement.  The damages to which either
party may be entitled for breach are limited to actual out-of-pocket expenses
incurred as a direct result of the breach. 
The damages to which either party may be entitled for cancellation,
non-renewal, or termination subsequently adjudged to be improper or unlawful
are limited to actual out-of-pocket expenses incurred as a direct result of
such cancellation, non-renewal, or termination during the period of time
between notice and the effective date thereof.



 19
 








29.          AGENCY OR EMPLOYMENT
RELATIONSHIP


This Agreement does not create an agency or employment relationship
between the Company and Dealer or any personnel of Dealer.  Neither Dealer nor any personnel of Dealer
shall:


(i)            be
considered an agent or employee of the Company;


(ii)           act
or attempt to act or represent himself directly or by implication as an agent
of the Company; or


(iii)          assume or create or attempt to assume or
create an obligation on behalf of or in the name of the Company.


30.          ASSIGNMENT


Upon notice to Dealer, the Company may assign this Agreement and any
rights and obligations under this Agreement to any affiliate of the Company or
to any company that succeeds to the interests of CNH America LLC.  Dealer may not assign or otherwise transfer
this Agreement, in whole or in part, without the written prior consent of the
Company.


31.          AMENDMENT AND
SEPARABILITY


The Company may amend Schedules B and C of this Agreement at any time
upon written notice to Dealer.  If
performance or enforcement of this Agreement is unlawful under a valid law of
any jurisdiction where that performance or enforcement is to take place, the
performance or enforcement will be modified to the minimum extent necessary to
comply with any such law.


32.          AUTHORIZED PERSONNEL


This Agreement shall bind the Company only if it bears the manual or
facsimile signature of a Regional Sales Director, or equivalent position, or
any officer of the Company and a fully executed copy is delivered personally or
by mail to the Dealer at its principal place of business.  No one except those persons identified in the
preceding sentence is authorized on behalf of the Company to make any other
agreement relating to the subject matter of this Agreement or to modify any provision
of this Agreement or to terminate this Agreement, and then only by a written
instrument.


33.          SUPERSESSION AND ENTIRE
AGREEMENT


This Agreement terminates and supersedes all other agreements between
the Dealer and the Company for the sale and service of PRODUCTS.  This Agreement contains the entire agreement
and constitutes the sole and exclusive agreement between the parties with
respect to its subject matter.



 20
 








Each party acknowledges that, except as expressly stated in this
Agreement, no representation, understanding, course of conduct, custom or
practice in the trade, or presumption of law or fact has been made or relied
upon that has induced the execution of this Agreement, or would in any way
modify any of its provisions with respect to the effectiveness, duration,
expiration or termination of this Agreement or the sales or profit expectancy
of Dealer.


Dealer understands that this Agreement has limited duration and has
decided to become a dealer in PRODUCTS and to
make the investments necessary to become a dealer solely in reliance on its own
investigation, appraisal and projection of present and future conditions and
expectations and not in reliance on any statements made or documents exhibited
to Dealer by the Company or any affiliated company or predecessor.


Dealer has read this Agreement and understands it and has had adequate
opportunity to consult with legal counsel of Dealer’s own choosing regarding
the content and meaning of this Agreement. 
Dealer voluntarily has entered into this Agreement and acknowledges that
each provision of this Agreement is reasonable, fair and equitable.

/s/ DM (DEALER INITIALS)


34.          NO IMPLIED WAIVER


The waiver by either party or the failure by either party to claim a
breach of any provision of this Agreement shall not constitute a waiver of any
subsequent breach or affect in any way the effectiveness of that provision.


35.          NOTICE, APPROVAL AND
CONSENT


Any notice, approval or consent required or allowed under this
Agreement shall be given in writing and, without prejudice to other forms of
actual service, shall be considered as served upon being mailed in a properly
sealed envelope with first class or certified or registered postage
prepaid.  Notices to the Company shall be
addressed to the Regional Sales Director for Dealer’s assigned region and shall
be delivered or mailed to CNH America LLC, 500 Diller Avenue, PO Box 1895, New
Holland, PA 17557.  Notices to Dealer
shall be delivered or mailed to any person designated in Schedule A(ii) or to
Dealer at the PRINCIPAL DEALER LOCATION.


36.          GOVERNING LAW


This Agreement shall be governed by and interpreted in accordance with
the laws of the state in which the PRINCIPAL DEALER LOCATION
is situated, without regard to such state’s choice of law rules or principles.



 21
 








IN WITNESS WHEREOF
the parties have duly executed this Agreement as of the date written below.


	
  CNH AMERICA LLC

  	
   

  	
  DEALER Titan Machinery Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TITAN MACHINERY INC

  	
   

  
	
   

  	
   

  	
  (Dealership Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Meyer 

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  CEO  

  	
   

  
	
  Title:

  	
  Regional Sales Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  6-6-06

  	
   

  
	
  Date:

  	
  June 22, 2006

  	
   

  	
   

  	
   

  
								



 



 22
 








INDEX


CNN
America LLC Dealer Agreement


	
  Paragraph

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  DEALER PAGE

  	
   

  	
  1

  
	
  1. DEFINITIONS

  	
   

  	
  2

  
	
  2. APPOINTMENT

  	
   

  	
  4

  
	
  3. DEALER OWNERS
  AND MANAGERS

  	
   

  	
  4

  
	
  4. SALES
  RESPONSIBILITY

  	
   

  	
  4

  
	
  5. SERVICE
  RESPONSIBILITY

  	
   

  	
  5

  
	
  6. STOCKS

  	
   

  	
  6

  
	
  7. ORDERS

  	
   

  	
  6

  
	
  8. PRICES AND
  CHARGES

  	
   

  	
  6

  
	
  9. TERMS OF
  PAYMENT AND DELIVERY

  	
   

  	
  7

  
	
  10. ADVERTISING,
  PROMOTION AND TRADE PRACTICES

  	
   

  	
  9

  
	
  11. LITERATURE
  AND INSTRUCTION

  	
   

  	
  10

  
	
  12. CUSTOMER
  HANDLING

  	
   

  	
  10

  
	
  13. FACILITIES
  AND EQUIPMENT

  	
   

  	
  10

  
	
  14. WARRANTY

  	
   

  	
  11

  
	
  15. CREDIT LINE
  AND CAPITALIZATION

  	
   

  	
  12

  
	
  16. SIGNS

  	
   

  	
  12

  
	
  17. DEALER
  STANDARDS

  	
   

  	
  12

  
	
  18. REPORTS AND
  AUDITS

  	
   

  	
  12

  
	
  19. MARKET
  REPRESENTATION

  	
   

  	
  13

  
	
  20. MODEL CHANGE

  	
   

  	
  14

  
	
  21. TRADEMARKS,
  TRADE NAMES, AND

  	
   

  	
  14

  
	
  22. DURATION

  	
   

  	
  15

  
	
  23. TERMINATION

  	
   

  	
  15

  
	
  24. OBLIGATIONS
  UPON EXPIRATION OR TERMINATION

  	
   

  	
  17

  
	
  25. ACQUISITION
  OF CERTAIN PROPERTY UPON TERMINATION

  	
   

  	
  17

  
	
  26. RELATIONS
  AFTER EXPIRATION OR TERMINATION

  	
   

  	
  19

  
	
  27. NEW
  AGREEMENT

  	
   

  	
  19

  
	
  28. LIMITATION
  OF LIABILITY

  	
   

  	
  19

  
	
  29. AGENCY OR
  EMPLOYMENT RELATIONSHIP

  	
   

  	
  20

  
	
  30. ASSIGNMENT

  	
   

  	
  20

  
	
  31. AMENDMENT
  AND SEPARABILITY

  	
   

  	
  20

  
	
  32. AUTHORIZED
  PERSONNEL

  	
   

  	
  20

  
	
  33. SUPERSESSION
  AND ENTIRE AGREEMENT

  	
   

  	
  20

  
	
  34. NO IMPLIED
  WAIVER

  	
   

  	
  21

  
	
  35. NOTICE,
  APPROVAL, AND CONSENT

  	
   

  	
  21

  
	
  36. GOVERNING
  LAW

  	
   

  	
  21

  
	
  INITIAL PAGE

  	
   

  	
  20

  
	
  SIGNATURE PAGE

  	
   

  	
  22

  



 



 23














DEALER
AGREEMENT - SCHEDULE A


	
  Dealer Trade Name:

  	
   

  	
  Titan Machinery Inc.

  
	
   

  	
   

  	
   

  
	
  Dealer Address:

  	
   

  	
  Casselton, ND 58012

  
	
   

  	
   

  	
  (City, State and
  Zip Code)

  
				



 


OWNER
AND MANAGER


(i)            The Dealer conducts
business under the following legal form: 
Corporation


(ii)           Owners of the Dealer
(individual(s) having a financial interest in the dealership:


	
  Name

  	
   

  	
  Percent of Ownership

  
	
   

  	
   

  	
   

  
	
  David Meyer

  	
   

  	
  See Attached

  



 


(iii)          Person(s) responsible
for the management of the Dealership:


	
  Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  David Meyer

  	
   

  	
  CEO-Chief Executive Officer 

  
	
  Peter
  Christianson

  	
   

  	
  President

  
	
  David Boyle

  	
   

  	
  Manager 

  



 


	
  

  	
  Date:

  	
   June 22, 2006

  



 











DEALER
AGREEMENT - SCHEDULE B




	
  Dealer
  Trade Name:

  	
   

  	
  Titan Machinery Inc.

  
	
   

  	
   

  	
   

  
	
  Dealer Address:

  	
   

  	
  Casselton, ND 58012

  
	
   

  	
   

  	
  (City, State and
  Zip Code)

  






 


BRAND OF
EQUIPMENT:  NEW HOLLAND


SOURCE
OF EQUIPMENT:  CNH AMERICA LLC


AUTHORIZED
PRODUCT LINE(S)


	
  x

  	
  Compact
  Tractors and Consumer Products (Includes all tractor series where the lowest
  HP model of that series is below 40 PTO HP.) (CPT)

  
	
   

  	
   

  
	
  x

  	
  Mid-Range Horsepower Tractors (Except for Ag Crawler
  Tractors. Includes all tractor series where the lowest HP model of that
  series is from 40 PTO HP through 119 PTO HP including Bi-DirectionalTM and Ag Telehandlers & Attachments.)
  (MRT)

  
	
   

  	
  o

  	
  Ag Crawler Tractors (CRW) (Limited distribution)

  
	
   

  	
   

  
	
  x

  	
  Hay & Pull-Type Forage Equipment and Material
  Handling Equipment (H&F)

  
	
   

  	
   

  
	
  x

  	
  Skid Steer Loaders & Attachments (SSL)

  
	
   

  	
  o

  	
  Compact Track Loader (CTL)

  
	
   

  	
   

  
	
  o

  	
  Industrial Tractors (Only those models available
  through Agricultural products division.) (IND)

  
	
   

  	
   

  
	
  x

  	
  High Horsepower Tractors (Except for articulated 4WD
  tractors, includes all tractor series where the lowest HP model of that
  series is at or above 120 PTO HP.) (HHT)

  
	
   

  	
   

  
	
  x

  	
  Articulated Four-Wheel Drive Tractors (over 200
  engine HP) (4WD)

  
	
   

  	
   

  
	
  x

  	
  Combine Harvesters (CMB)

  
	
   

  	
   

  
	
  o

  	
  Self-Propelled Forage Harvesters (SPF)

  
	
   

  	
   

  
	
  o

  	
  Self-Propelled Sprayers (SPS)

  
	
   

  	
   

  
	
  x

  	
  Crop Production Products (CRP) branded New Holland,
  New Holland/Flexi-Coil, and/or New Holland/DMI (includes NH Conventional
  Planters, Air Disk Drills, Air Hoe Drills, Air Delivery Systems, Disk Ripper
  Disks, Disk Harrows, Seed Bed Harrows, Chisel Plows, Combination Primary
  Tillage, Combination Secondary Tillage, Minimum Primary Tillage, Crumblers,
  Tiger Mate Field Cultivators, and Pull-Type Sprayers)

  
	
   

  	
   

  
	
   

  	
   

  	
  June 26, 2006

  	
   

  
	
  Regional Sales Director

  	
   

  	
  Date

  
						



 











DEALER
AGREEMENT - SCHEDULE C


DEALER
PRINCIPAL LOCATION, INDUSTRY POTENTIAL AND PMR


	
  Dealer Trade Name:

  	
   

  	
  Titan Machinery Inc.

  
	
   

  	
   

  	
   

  
	
  Dealer Address:

  	
   

  	
  1701 Governors Drive, Casselton, ND 58012

  
	
  (Physical Address)

  	
   

  	
  (Street Address,
  City, State, Zip Code)

  
				



 


The PRIMARY MARKET OF
RESPONSIBILITY (PMR) shall mean the total industry volume (as reported by the
EQUIPMENT Manufacturers Institute) of all PRODUCTS, including competitive
PRODUCTS, RETAILED within the geographic area designated in Schedule C for
which the Dealer has sales and service responsibility for PRODUCTS.  The PMR is the volume of a PRODUCT LINE sold
within a geographic area, not the area itself. 
The Dealer’s PMR may vary by PRODUCT or PRODUCT LINE.  The Dealer’s PMR is NONEXCLUSIVE and will be
the base against which the Dealer’s sales performance is measured.


The following chart(s)
identifies that portion (%) of the industry unit sales potential within the PMR
that the Dealer is expected to participate in by PRODUCT LINE.  The portion of industry unit sales potential
just described will be reviewed periodically by the COMPANY and the Dealer will
be advised of any changes.


EXAMPLE:  If a Dealer is assigned
50% of the industry sales volume in a county in which 100 units of a given
PRODUCT LINE is sold, then the Dealer’s PMR for that PRODUCT LINE is 50% of the
100 units or 50 units.  So, if this
Dealer sold 10 units of this PRODUCT LINE in this county, the Dealer’s market
share would be 20%.


PRODUCT LINES AND % COUNTY ASSIGNMENT


	
  COUNTY

  	
   

  	
  ST

  	
   

  	
  COMPACTS &

  CONS. PROD

  	
   

  	
  MID-RANGE

  TRACTORS

  	
   

  	
  HAY & PT

  FORAGE

  	
   

  	
  SSL

  	
   

  	
  INDUSTRIAL

  TRACTORS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BARNES

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  45

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CASS

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  25

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STEELE

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  45

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRAILL

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  45

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  

  	
   

  	
  June 22, 2006

  	
   

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 











DEALER
AGREEMENT - SCHEDULE C — PAGE 2


PRODUCT LINES AND
% COUNTY ASSIGNMENT


	
  COUNTY

  	
   

  	
  ST

  	
   

  	
  HIGH HP

  TRACTORS

  	
   

  	
  4WD

  TRACTORS

  	
   

  	
  COMBINES

  	
   

  	
  SELF-PROP.

  FORAGE

  	
   

  	
  SELF-PROP.

  SPRAYERS

  	
   

  	
  CROP

  PRODUCTION

  PRODUCTS

  	
   

  	
   

  	
   

  
	
  BARNES

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  	
   

  	
   

  
	
  CASS

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  	
   

  	
   

  
	
  STEELE

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  	
   

  	
   

  
	
  TRAILL

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  	
   

  	
   

  



 


BRANCH
LOCATION(S) OF DEALER


	
  

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  

  	
   

  	
  June 22, 2006

  	
   

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 











AMENDMENT
TO DEALER AGREEMENT


This is an amendment to
the CNH America LLC Dealer Agreement for New Holland brand Agricultural
Products dated June 22, 2006 (and
amended on                       )
(the “Agreement”) between CNH America LLC, a Delaware Limited Liability
Corporation (“Company”), and Titan Machinery,
Inc., a (an) Corporation
(individual, partnership or (name of state) corporation) North Dakota (doing business as Titan Machinery, Inc.) with a principal
place of business at 1701 Governors Drive,
Casselton, ND 58102 (“Dealer’).


Whereas, the Company has
a program whereby Dealers can receive and take delivery of EQUIPMENT
directly from a third-party logistics provider located near Company plant
facilities (the “Will Call Provider”) or directly from a Company facility (the “Will
Call Program”); and


Whereas, Dealer desires
to participate in the Will Call Program; and


Whereas, Company agrees
to permit Dealer to participate in the Will Call Program, upon its execution of
this Amendment;


Therefore, in
consideration of the above and the mutual promises of the parties hereinafter
set forth, it is agreed by the parties that the Agreement be amended as
follows:


1.             Paragraph 9 (f) shall
be amended so that it now states:


Title.  Title to each PRODUCT purchased by Dealer shall pass to Dealer or to the
financial institution designated by Dealer upon delivery of the PRODUCT to a carrier or Dealer, except for PRODUCT transferred to a Will Call Provider
and designated for pick-up under the Will Call Program, in which case, title
shall pass to Dealer or to the financial institution designated by Dealer upon
delivery of the PRODUCT to the
Will Call Provider.


2.             Paragraph 9 (g) shall
be amended so that it now states:


Risk of Loss and Claims.  Except for EQUIPMENT
received by the Dealer under the Will Call Program, all risk of loss and damage
to any PRODUCT purchased by Dealer from the
Company that is not borne by the carrier while the PRODUCT
is in the possession of the carrier shall be the responsibility of the Company,
provided upon delivery Dealer promptly and properly inspects and records any
loss of or damage to the PRODUCT.  For EQUIPMENT
received by Dealer under the Will Call Program, risk of loss will be assumed by
Dealer upon the EQUIPMENT being delivered by the
Company to the Will Call Provider, or if there is no Will Call Provider, the
Dealer will assume the risk of loss when Dealer or Dealers designated carrier
receives EQUIPMENT.  In accordance with the MANUAL,
Dealer shall cooperate with the Company in processing all claims for loss or
damage to PRODUCTS.  Dealer shall bear all risk of loss or
deterioration of, or damage to, PRODUCTS from
the time delivery is tendered to Dealer. 
Dealer shall promptly notify the Company if any new and unused EQUIPMENT is substantially damaged while in Dealers
possession.  To











preserve the quality and value of new EQUIPMENT
offered to the public, the Company shall have the option to repair or replace
any such EQUIPMENT.  Dealer shall assign to the Company Dealer’s
rights under any insurance contract related to such EQUIPMENT
repaired or replaced by the Company; however, the total cost to repair or
replace such EQUIPMENT shall be the sole
responsibility of Dealer.


In witness whereof, the
parties have executed this Amendment as of the 26th day of December, 2006.


	
  Titan Machinery, Inc.

  
	
  (Dealer Trade
  Name)

  



 


	
  /s/ David J. Meyer

  
	
  (Authorized
  Dealer Signature)

  
	
  President

  
	
  (Title)

  



 


NOTE:  IF DEALER IS CORPORATION, ATTACH CERTIFIED
COPY OF CORPORATE MINUTES AUTHORIZING EXECUTION.


CNH
AMERICA LLC


	
  

  	
   

  	
  December 30,
  2006

  	
   

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 











AMENDMENT
TO DEALER AGREEMENT


This is an amendment to
the CNH America LLC Dealer Agreement for New Holland brand Agricultural
Products dated June 22, 2006 (and
amended on June 22, 2006) (the “Agreement”)
between CNH America LLC, a Delaware Limited Liability Corporation (“Company”),
and TITAN MACHINERY, INC., a (an) Corporation (individual, partnership or
(name of state) corporation) ND
(doing business as TITAN MACHINERY, INC.)
with a principal place of business at 1701
GOVERNORS DRIVE, CASSELTON, ND 58012 (“Dealer”).


Whereas, the Company has
a program whereby Dealers can receive and take delivery of EQUIPMENT
directly from a third-party logistics provider located near Company plant
facilities (the “Will Call Provider”) or directly from a Company facility (the “Will
Call Program”); and


Whereas, Dealer desires
to participate in the Will Call Program; and


Whereas, Company agrees
to permit Dealer to participate in the Will Call Program, upon its execution of
this Amendment;


Therefore, in
consideration of the above and the mutual promises of the parties hereinafter
set forth, it is agreed by the parties that the Agreement be amended as
follows:


1.             Paragraph 9 (f) shall
be amended so that it now states:


Title.  Title to each PRODUCT purchased by Dealer shall pass to Dealer or to the
financial institution designated by Dealer upon delivery of the PRODUCT to a carrier or Dealer, except for PRODUCT transferred to a Will Call Provider
and designated for pick-up under the Will Call Program, in which case, title
shall pass to Dealer or to the financial institution designated by Dealer upon
delivery of the PRODUCT to the
Will Call Provider.


2.             Paragraph 9 (g) shall
be amended so that it now states:


Risk of Loss and Claims.  Except for EQUIPMENT
received by the Dealer under the Will Call Program, all risk of loss and damage
to any PRODUCT purchased by Dealer
from the Company that is not borne by the carrier while the PRODUCT is in the possession of the carrier
shall be the responsibility of the Company, provided upon delivery Dealer
promptly and properly inspects and records any loss of or damage to the PRODUCT. 
For EQUIPMENT received by Dealer under
the Will Call Program, risk of loss will be assumed by Dealer upon the EQUIPMENT being delivered by the Company to the Will Call
Provider, or if there is no Will Call Provider, the Dealer will assume the risk
of loss when Dealer or Dealer’s designated carrier receives EQUIPMENT.  In
accordance with the MANUAL, Dealer
shall cooperate with the Company in processing all claims for loss or damage to
PRODUCTS.  Dealer shall bear all risk of loss or
deterioration of, or damage to, PRODUCTS from
the time delivery is tendered to Dealer. 
Dealer shall promptly notify the Company if any new and unused EQUIPMENT is substantially damaged while in Dealer’s
possession.  To 











preserve the quality and value of new EQUIPMENT
offered to the public, the Company shall have the option to repair or replace
any such EQUIPMENT.  Dealer shall assign to the Company Dealers
rights under any insurance contract related to such EQUIPMENT
repaired or replaced by the Company; however, the total cost to repair or
replace such EQUIPMENT shall be the sole
responsibility of Dealer.


In witness whereof, the
parties have executed this Amendment as of the 26th day of February, 2007.


	
  Titan Machinery, Inc.

  
	
  (Dealer Trade
  Name)

  



 


	
  /s/ David J. Meyer

  
	
  (Authorized
  Dealer Signature)

  
	
  CEO-Chief Executive Officer

  
	
  (Title)

  



 


NOTE:  IF DEALER IS CORPORATION, ATTACH CERTIFIED
COPY OF CORPORATE MINUTES AUTHORIZING EXECUTION.


CNH
AMERICA LLC


	
  

  	
   

  	
   

  	
   

  
	
  Regional Sales Director

  	
   

  	
  Date