Exhibit 10.13


NEW HOLLAND NORTH AMERICA, INC.


DEALER AGREEMENT


THIS AGREEMENT
between New Holland North America, Inc., a Delaware corporation, having a place
of business at 500 Diller Avenue, New Holland, Pennsylvania 17557 (“Company”),
and


MEYER
EQUIPMENT INC.


a
Corporation incorporated in the state of NORTH DAKOTA


doing business as MEYER EQUIPMENT INC and with its principal place of business
at:


6930 HWY
32 SO, LISBON, ND 58054 (“Dealer”)


will be effective January 1, 2000.
















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 Dealer’s 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 Equipment Manufacturers
Institute 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 the 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 Equipment Manufacturers Institute 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.  Dealer’s designated PMR may vary by PRODUCT
or PRODUCT LINE.  The PMR is
NON-EXCLUSIVE and is used solely to measure the Dealer’s sales performance.


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


l.                                          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 Manager.


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 Dealer’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 Dealer’s 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
Dealer’s prior sales performance with the Company 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 Dealer’s designated PMR or elsewhere without incurring any liability to
Dealer.  The term “end users” shall
include, but not be limited to, governmental agendas, 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 issued 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 customer’s 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 deliver
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 Dealer’s
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 Dealer’s 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 the
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
on 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 Dealer’s 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 Company 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 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 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 all PRODUCTS purchased from the Company are
purchased for resale to retail customers in the ordinary course of Dealer’s
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 New Holland 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 customer’s 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 customer’s 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 instructions 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 COMPANY 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 Dealer’s 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 Dealer’s 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 alter Dealer’s 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 Dealer’s 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 Dealer’s
consent to the establishment of a new or additional Dealer in any area where
the Dealer markets or sells PRODUCTS or elsewhere.


b.                                      The
Company may make gifts or loans of PRODUCT to others within Dealer’s 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 agreements 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.



 12
 









Dealer shall give the Company 60 days written notice of Dealer’s
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


(iii)                               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 New Holland North America, Inc. or New Holland
N.V., or any successor entity, 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
tradenames and trademarks belong to New Holland North America, Inc. or New
Holland N.V. 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.



 13
 









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,
2002.  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, 2002 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 Dealer’s 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



 14
 









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 parts 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 provisions 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.



 15
 









(xi)                                Any
conduct by any person named in Schedule A or any employee of Dealer unbecoming
a reputable businessperson, 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 Dealer’s stock on the date of termination provided the PRODUCT:


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



 16
 









(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 Dealer’s
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 sale satisfactory to
the Company.  Dealer will be paid for the
items reacquired by the Company, less any amount owed to the Company.



 17
 









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 Dealer’s
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.



 18
 









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 New Holland North America,
Inc.  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 Manager, 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.



 19
 









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 or this Agreement or the sales or profit expectancy
of Dealer.


Dealer understands that this Agreement has a 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 Manager for Dealer’s assigned region and shall be delivered
or mailed to New Holland North America, Inc., 500 Diller Avenue, PO Box 1895,
New Holland, PA 17557.  Notifies 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.



 20
 









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


	
  NEW
  HOLLAND NORTH AMERICA, INC.

  	
  DEALER

  	
   

  
	
   

  	
  MEYER EQUIPMENT
  INC

  	
   

  
	
   

  	
   

  	
  (Dealership Name)

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ David J. Meyer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Regional Sales
  Manager

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
  11-30-99

  	
   

  
							



 


New Holland North
America, Inc.



 21















CNH
AMERICA LLC


AMENDMENT
TO DEALER AGREEMENT


Region:  Northwest


This is an amendment to
the CNH America LLC Dealer Agreement dated: 
January 1, 2000 and amended on April 14, 2003, (the “Agreement”) between
CNH America LLC a Delaware Limited Liability Corporation and Titan Machinery
Inc., a Corporation (state whether an individual, partnership or corporation)
in North Dakota (if corporation, name state in which incorporated) doing
business as Titan Machinery Inc. and with a principal place of business at 6930
Hwy 32 South, Lisbon, ND 58054 (hereinafter called “Dealer”).


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


	
  o

  	
  Amend Schedule B to add the identified products to
  those products which were previously approved. New Schedule B showing all
  approved products is attached, reflecting the addition of:

  
	
   

  	
   

  
	
  o

  	
  Amend Schedule B to eliminate the identified
  products from those products which were previously approved. New Schedule B
  showing all approved products is attached, reflecting the elimination of:

  
	
   

  	
   

  
	
  o

  	
  Amend Schedule C to reflect the change in the
  primary market of responsibility (PMR) resulting from the addition or
  elimination of those products identified above. This amended Schedule C also
  reflects the primary market of responsibility (PMR) already designated for
  previously approved products under the Dealer Agreement.

  
	
   

  	
   

  
	
  x

  	
  Amend Schedule C to reflect the addition of the
  branch location at Aberdeen, SD 57401. A new Schedule C is attached
  reflecting this change.

  
	
   

  	
   

  
	
  o

  	
  This Agreement has been entered into by CNH America
  LLC in reliance upon the dealer’s representation and agreement that the
  individual(s) listed on the Notice of Ownership and/or Management Change form
  dated:          , photocopy
  of which is attached, are the true owners of the dealership. The manager
  listed will operate the dealership and is fully empowered to conduct business
  with CNH America LLC on an ongoing basis as required. Amendment to Schedule A
  to reflect the individual(s) named in the Notice of Ownership and/or
  Management Change form is attached.

  
	
   

  	
   

  
	
  o

  	
   

  



 



 22
 









To the extent not
inconsistent herewith, the Agreement shall remain in full force and
effect.  IN WITNESS
WHEREOF, the parties have executed this Amendment as of the 10th day
of May, 2005.


	
  Titan Machinery Inc.

  
	
  (Dealer Trade
  Name)

  
	
   

  
	
  /s/ David J.
  Meyer

  
	
  (Authorized
  Dealer Signature)

  
	
   

  
	
  Chairman
  of the Board

  
	
  (Title)

  



 


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


CNH
AMERICA LLC


	
  

  	
   

  	
  5-10-2005

  
	
             Regional
  Sales Director

  	
  Date

  



 



 23
 









DEALER
AGREEMENT - SCHEDULE C


DEALER
PRINCIPAL LOCATION, INDUSTRY POTENTIAL AND PMR


	
  Dealer Trade Name: 

  	
  TITAN MACHINERY, INC.

  
	
   

  	
   

  
	
  Dealer Address:

  	
  6930 HIGHWAY 32 SOUTH, LISBON, ND 58054

  
	
  (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 NON-EXCLUSIVE 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

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  
	
  CASS

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  DICKEY

  	
   

  	
  ND

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  FOSTER

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  40

  	
   

  	
  0

  	
   

  
	
  GRIGGS

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  40

  	
   

  	
  0

  	
   

  
	
  KIDDER

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  40

  	
   

  	
  0

  	
   

  
	
  LAMOURE

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  40

  	
   

  	
  0

  	
   

  
	
  RANSOM

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  
	
  SARGENT

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  
	
  STUTSMAN

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  
	
  BROWN

  	
   

  	
  SD

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  45

  	
   

  	
  0

  	
   

  
	
  DAY

  	
   

  	
  SD

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  0

  	
   

  
	
  EDMUNDS

  	
   

  	
  SD

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  45

  	
   

  	
  0

  	
   

  
	
  FAULK

  	
   

  	
  SD

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  45

  	
   

  	
  0

  	
   

  



 


	
  

  	
   

  	
  5/18/05

  
	
               Regional
  Sales Director

  	
   

  	
                                Date

  



 



 24
 









 


	
  

  

  COUNTY

  	
   

  	
  

  

  ST

  	
   

  	
  

  HIGH HP

  TRACTORS

  	
   

  	
  

  4WD

  TRACTORS

  	
   

  	
  

  

  COMBINES

  	
   

  	
  

  SELF-PROP.

  FORAGE

  	
   

  	
  

  SELF-PROP.

  SPRAYERS

  	
   

  	
  CROP

  PRODUCTION

  PRODUCTS

  	
   

  
	
  BARNES

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  CASS

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  DICKEY

  	
   

  	
  ND

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  FOSTER

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  GRIGGS

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  KIDDER

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  LAMOURE

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  RANSOM

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  SARGENT

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  STUTSMAN

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  BROWN

  	
   

  	
  SD

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  DAY

  	
   

  	
  SD

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  25

  	
   

  
	
  EDMUNDS

  	
   

  	
  SD

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  FAULK

  	
   

  	
  SD

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  



 


BRANCH
LOCATION(S) OF DEALER


	
  1100
  HIGHWAY 13 EAST

  	
   

  	
   

  
	
  (Street Address)

  
	
  LAMOURE

  	
  ND

  	
  58458-00096

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  
				



 


	
  1620 8TH AVENUE SW

  	
   

  	
   

  
	
  (Street Address)

  
	
  JAMESTOWN

  	
  ND

  	
  58401-0469

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  2000 E. MAIN

  	
   

  	
   

  
	
  (Street Address)

  
	
  WEST FARGO

  	
  ND

  	
  58078

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  4411 East Highway 12

  	
   

  	
   

  
	
  (Street Address)

  
	
  Aberdeen

  	
  SD

  	
  57401

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  

  	
   

  	
  5/9/05

  
	
                  Regional
  Sales Director

  	
   

  	
  Date

  



 



 25
 









DEALER SECURITY AGREEMENT



 26
 









DEALER
SECURITY AGREEMENT


THE undersigned
CNH AMERICA LLC, a Delaware corporation having offices at New Holland,
Pennsylvania, (hereinafter called Company) as secured party and the undersigned
Dealer (hereinafter called Dealer) as debtor, intending to be legally bound,
hereby agree as follows:


1.                                       It
is anticipated that Company in its continuing sole discretion, from time to
time may sell its goods on credit to Dealer. 
Dealer agrees to pay Company for such goods in the manner at the times
prescribed in the Terms of Sale in effect at the time of sale.


2.                                       In
order to induce Company to make such sales, Dealer hereby grants to Company a
security interest under the Uniform Commercial Code in the collateral described
in Paragraph 3 below to secure all present and future obligations and
liabilities of Dealer to Company, including but not limited to contingent
liabilities and future advances made for taxes, levies and repairs to or
maintenance of the collateral (all of which obligations and liabilities
together are herein called the “indebtedness”).


3.                                       The
word collateral, as used in this Agreement, shall mean:  (a) Dealer’s entire inventory now owned or
hereafter acquired by Dealer from Secured Party of repair parts for new and
used agricultural equipment, industrial equipment, other machinery and
equipment (b) supplies, twine and wire; and (c) all proceeds thereof.


4.                                       Dealer
represents and warrants that:  (a) at the
time Company’s security interest attaches with respect to any collateral, the
Dealer shall be the owner of said collateral with good right to sell, transfer,
assign or pledge the same, free from any lien, security interest, encumbrances
or other right, title or interest, other than that of Company; and (b) all of
Dealer’s places of business are at the locations(s) identified on the last page
of this document.  The Dealer shall
advise Company in writing prior to the discontinuance of or the establishment
of any place of business or the change of location of any place or places of
business of Dealer.  If Dealer is a
corporation, Dealer also represents and warrants that it is duly organized and
existing under the laws of its state of incorporation’s, is duly qualified and
in good standing in every other jurisdiction where the conduct of its business
requires such qualification, and the execution, delivery and performance hereof
are within its corporate powers, have been duly authorized and do not violate
any law or the terms of the Dealer’s certificate of incorporation, by-laws or
any indenture or agreement to which it is a party.


5.                                       The
security interest in each item of the collateral secures the entire
indebtedness of the Dealer to Company from time to time outstanding, and all of
the collateral shall remain security for the unpaid balance of such
indebtedness regardless of individual times of payment as to portions thereof,
and such security interest shall continue in any unsold items even though the
Dealer may have paid the purchase price of any such item or items.


6.                                       When
and to the extent requested by Company at any time, Dealer shall, promptly upon
receipt, deliver to Company (or to a bank designated by Company for deposit in
an account controlled by Company) all cash proceeds, consisting of money,
checks and the



 27
 









like, in the exact form in which they are received, and to evidence
Company’s rights hereunder, assign or endorse such proceeds to Company.  Company shall have the right to collect or
otherwise deal with proceeds at any time. 
Company, in its discretion, may apply such cash proceeds to the payment
of any indebtedness of Dealer to Company (whether or not the same shall then be
due) or may release such cash proceeds to Dealer for use in the operation of
Dealer’s business.


7.                                       When
requested by Company, Dealer shall execute in favor of Company or its assignee,
a note or notes or other instrument or instruments, in form satisfactory to
Company, evidencing all indebtedness due from Dealer to Company or its assignee
or the title or security interest of Company or its assignee in the collateral.


8.                                       The
Dealer shall keep accurate books and records of account in accordance with
recognized accounting practices.  Within
90 days after the end of the Dealer’s fiscal year, and at such other times as
Company may request, the Dealer shall furnish Company with full and complete
financial and operating statements in the form satisfactory to Company and
containing such information as Company may require.  The Dealer shall also finish Company at any
time upon request, full information regarding collateral on hand, collateral
sold and any contracts or agreements affecting such collateral.  The Dealer shall also furnish Company
promptly, without request, true and complete copies of all settlement sheets,
or like documents, in all transactions involving goods received in trade for
collateral and such settlement sheets shall adequately describe such trade-ins
by make, model, type and serial numbers. 
Company shall have the right at any reasonable time or times during the
Dealer’s regular hours to audit Dealer’s financial books and records and to
inspect and take inventory of the collateral.


9.                                       Dealer
shall give Company written notice by certified mail, return receipt requested,
(addressed to CNH America LLC, at P. 0. 
Box 1895, New Holland, PA 17557-0903 ) setting forth all items of debit
or credit disputed by Dealer.  Such
notice shall be mailed within 60 days after the date of each monthly Statement
of Account sent by Company to Dealer.  Dealer
agrees that the Statement is correct and binding unless the Dealer has mailed
the required notice.


10.           The Dealer shall:


(a)                                  take
good care of all collateral and provide adequate storage facilities to protect
the collateral;


(b)                                 keep
the collateral free from all other liens, encumbrances, security interests,
charges and claims whether contractual or imposed by operation of law, and
shall not remove the collateral from Dealer’s places of business, except in
ordinary course of Dealer’s retail business, without the prior written consent
of Company;


(c)                                  notify
Company of any levy or attachment on the whole or any part of the collateral as
promptly as possible on the day the levy or attachment is made, and the Dealer
shall cause the levy or attachment to be dissolved within three (3) days of any
request by Company to do so;



 28
 









(d)                                 insure
and keep insured all items of inventory collateral consisting of goods which
have been paid for in full, but not resold, from loss or destruction by fee,
windstorm and such other perils stipulated by Company in an amount not less
than the full insurable value thereof, with appropriate endorsement to secure
Company, the Dealer and any assignee of Company as their interest shall appear;
and


(e)                                  pay
when due all taxes, license fees and charges of any kind whatsoever that may be
assessed or charged on or against any of the collateral, or the sale or use
thereof, at any time on or after the date of the delivery of collateral to the
Dealer.


If the Dealer allows any
lien or encumbrance to attach to the collateral, or fails to insure or pay such
taxes, license fees, and charges, Company, without obligation to do so, may
discharge such lien or encumbrance, obtain such insurance, and pay such taxes,
license fees and charges, and the Dealer shall reimburse Company promptly for
all money so paid out together with interest at the highest contract rate or
ten percent (10%) per annum, whichever is lower.  The amounts so paid by Company shall be
deemed conclusive as to the amounts properly payable, and such amounts shall be
secured hereunder.


11.                                 The
occurrence of any of the following shall, at the option of Company and without
notice or demand, constitute an event of default by the Dealer hereunder


(a)                                  failure
of Dealer to pay promptly when due any present or future indebtedness owing to
Company by Dealer,


(b)                                 failure
of the Dealer to observe or perform any obligation of the Dealer hereunder or
any obligation of the Dealer under any other present or future agreement
between the Dealer and Company,


(c)                                  Company’s
learning that any representation or warranty of Dealer or information furnished
Company by Dealer now or in the future is false or misleading,


(d)                                 any
assignment by the Dealer for the benefit of creditors,


(e)                                  the
Dealer ceases to do business,


(f)                                    Company’s
believing in good faith that the prospect of payment of any indebtedness
secured hereby is impaired, or,


(g)                                 the
commencement by or against the Dealer of any proceeding relating to the
bankruptcy, insolvency or reorganization of the Dealer or relating to the
arrangement or adjustment of obligations of the Dealer.


12.                                 If
any event of default hereunder occurs, Company, without notice or demand, may
declare immediately due and payable all indebtedness secured hereby, may
immediately declare this agreement terminated, take immediate possession of the
collateral by any method permitted by law and exercise any one or more other
rights and remedies Company may have at law or in equity, including but not
limited to rights and remedies



 29
 









of a secured party under the Uniform Commercial Code.  The Dealer shall pay to the extent permitted
by law all expenses of protecting and enforcing Company’s rights, including
court costs and reasonable attorney’s fees.


13.                                 The
rights of Company hereunder are cumulative and the exercise of any one right is
not an election or waiver of the power to exercise any other right.  Waiver of any default hereunder is not a
waiver of any prior or subsequent default. 
Action against a guarantor, if any, is not an election or waiver of the
right to proceed against the Dealer.


14.                                 This
agreement is not assignable by Dealer. 
However, all the rights and privileges of Company under this agreement
shall inure to the benefit of its successors and assigns.  All words used herein shall be construed to
be of such gender or number as the circumstances require.


15.                                 This
agreement may be terminated by either party giving the other thirty (30) days’
written notice of intention to terminate, mailed by certified or registered
mail, return receipt requested, as follows: 
to the Dealer at any of the addresses shown, below, and to CNH America
LLC, P. 0.  Box 1895, New Holland, PA
17557-0903 serving the dealer’s account; but no such termination shall in any
way affect the rights and liabilities of the parties hereunder accrued or
incurred prior to the date named in such notice.


16.                                 If
this agreement is made in Colorado, Delaware, Illinois, Maryland or
Pennsylvania, the Dealer hereby irrevocably authorizes an attorney-at-law, at
any time after any part of the indebtedness is due, whether by acceleration or
otherwise, to appear for the Dealer as of any term and confess judgment without
process against the Dealer for the entire indebtedness, to waive all errors and
rights to review such judgment, and to consent to immediate execution on such
judgment, hereby waiving the benefit of any and all stay or exemption laws.


PRINCIPAL
LOCATION(PHYSICAL LOCATION) OF PROSPECTIVE DEALERSHIP


	
  6930 Highway 32 South

  	
   

  	
   

  
	
  (Complete street
  address)

  
	
   

  
	
  Lisbon

  	
  ND

  	
  58054

  
	
                (City)

  	
  (State)

  	
  (Zip Code)

  
					



 


OTHER
LOCATION (PHYSICAL LOCATION) OF BUSINESS OF PROSPECTIVE DEALER


1100 Highway 13 East


1620 8th Avenue SW


2000 East Main


4411 East Highway 12


(Complete street
address)


	
  Lamoure

  	
  ND

  	
  58458-00096

  



 



 30
 









 


	
  Jamestown

  	
  ND

  	
  58401-0469

  
	
  West Fargo

  	
  ND

  	
  58078

  
	
  Aberdeen

  	
  SD

  	
  57401

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  Type of Entity: 
  Corporation

  	
  By:

  	
  Titan Machinery Inc.

  
	
   

  	
   

  	
  (Dealer Trade Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J. Meyer

  
	
   

  	
   

  	
  (Authorized Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
              Chairman

  	
  5/10/05

  
	
   

  	
   

  	
  (Title)

  	
  (Date)

  



 


	
  Signature(s) of other partner(s);

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ACCEPTED:  CNH AMERICA LLC


	
  

  	
   

  	
  05/19/05

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 



 31
 









DEALER
AGREEMENT - SCHEDULE C


DEALER
PRINCIPAL LOCATION, INDUSTRY POTENTIAL AND PMR


	
  Dealer Trade Name:

  	
  TITAN MACHINERY, INC.

  
	
   

  	
   

  
	
  Dealer Address:

  	
  6930 HIGHWAY 32 SOUTH, LISBON, ND 58054

  
	
  (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

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  
	
  CASS

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  DICKEY

  	
   

  	
  ND

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
  FOSTER

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  40

  	
   

  	
  0

  	
   

  
	
  GRIGGS

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  40

  	
   

  	
  0

  	
   

  
	
  KIDDER

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  40

  	
   

  	
  0

  	
   

  
	
  LAMOURE

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  40

  	
   

  	
  0

  	
   

  
	
  RANSOM

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  
	
  SARGENT

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  
	
  STUTSMAN

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  
	
  BROWN

  	
   

  	
  SD

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  
	
  DAY

  	
   

  	
  SD

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  0

  	
   

  
	
  EDMUNDS

  	
   

  	
  SD

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  45

  	
   

  	
  0

  	
   

  
	
  FAULK

  	
   

  	
  SD

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  45

  	
   

  	
  0

  	
   

  
	
  MARSHALL

  	
   

  	
  SD

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  



 


	
  

  	
   

  	
  12-20-2005

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 



 32
 









 


	
  

  COUNTY

  	
   

  	
  

  ST

  	
   

  	
  HIGH HP

  TRACTORS

  	
   

  	
  4WD

  TRACTORS

  	
   

  	
  

  COMBINES

  	
   

  	
  SELF-PROP.

  FORAGE

  	
   

  	
  SELF-PROP.

  SPRAYERS

  	
   

  	
  CROP

  PRODUCTION

  PRODUCTS

  	
   

  
	
  BARNES

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  CASS

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  DICKEY

  	
   

  	
  ND

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  FOSTER

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  GRIGGS

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  KIDDER

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  LAMOURE

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  RANSOM

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  SARGENT

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  STUTSMAN

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  BROWN

  	
   

  	
  SD

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  DAY

  	
   

  	
  SD

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  25

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  25

  	
   

  
	
  EDMUNDS

  	
   

  	
  SD

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  FAULK

  	
   

  	
  SD

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  MARSHALL

  	
   

  	
  SD

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  



 


BRANCH
LOCATION(S) OF DEALER


	
  1100 HIGHWAY 13 EAST

  	
   

  	
   

  
	
  (Street Address)

  
	
  LAMOURE

  	
  ND

  	
  58458-00096

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  
				



 


	
  1620 8TH AVENUE SW

  	
   

  	
   

  
	
  (Street Address)

  
	
  JAMESTOWN

  	
  ND

  	
  58401-0469

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  
				



 


	
  2000 E. MAIN

  	
   

  	
   

  
	
  (Street Address)

  
	
  WEST FARGO

  	
  ND

  	
  58078

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  
				



 


	
  4411 East Highway 12

  	
   

  	
   

  
	
  (Street Address)

  
	
  Aberdeen

  	
  SD

  	
  57401

  
	
  (City)

  	
  (State)

  	
  (Zip Code)

  
				



 


	
  

  	
   

  	
  12-20-2005

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 



 33
 









AMENDMENT
TO DEALER AGREEMENT


Region:  Northwest


This is an amendment to
the CNH America LLC Dealer Agreement dated: 
January 1, 2000 and amended on May 16, 2005, (the “Agreement”) between
CNN America LLC a Delaware Limited Liability Corporation and Titan Machinery,
inc., a Corporation (state whether an individual, partnership or corporation)
in North Dakota (if corporation, name state in which incorporated) doing
business as Titan Machinery, inc.  and
with a principal place of business at 6930 Hwy 32 South, Lisbon, ND 58054
(hereinafter called “Dealer”).


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


	
  o

  	
  Amend Schedule B to add the identified products
  to those products which were previously approved.  New Schedule B showing all approved
  products is attached, reflecting the addition of:

  
	
   

  	
   

  
	
  o

  	
  Amend Schedule B to eliminate the identified
  products from those products which were previously approved.  New Schedule B showing all approved
  products is attached, reflecting the elimination of:

  
	
   

  	
   

  
	
  x

  	
  Amend Schedule C to reflect the change in the
  primary market of responsibility (PMR) resulting from the addition or
  elimination of those products identified above.  This amended Schedule C also reflects the
  primary market of responsibility (PMR) already designated for previously
  approved products under the Dealer Agreement.

  
	
   

  	
   

  
	
  o

  	
  Amend Schedule C to reflect the elimination of the
  branch location at LaMoure, West Fargo, Jamestown, & Aberdeen.  A new Schedule C is attached reflecting
  this change.

  
	
   

  	
   

  
	
  o

  	
  This Agreement has been entered into by CNH America
  LLC in reliance upon the dealer’s representation and agreement that the
  individual(s) listed on the Notice of Ownership and/or Management Change form
  dated                  ,
  photocopy of which is attached, are the true owners of the dealership.  The manager listed will hereto the
  dealership and is fully empowered to conduct business with CNH America LLC on
  an ongoing basis as required. 
  Amendment to Schedule A to reflect the individual(s) named in the
  Notice of Ownership and/or Management Change form is attached.

  



 



 34
 









To the extent not
inconsistent herewith, the Agreement shall remain in full force and
effect.  IN WITNESS WHEREOF, the parties have executed this Amendment
as of the 1st day of April, 2006.


	
  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


	
  

  	
   

  	
  April 1, 2006

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 



 35
 









DEALER
AGREEMENT - SCHEDULE C


DEALER
PRINCIPAL LOCATION, INDUSTRY POTENTIAL AND PMR


	
  Dealer Trade Name:

  	
  TITAN MACHINERY, INC.

  
	
   

  	
   

  
	
  Dealer Address:

  	
  6930 HIGHWAY 32 SOUTH, LISBON, ND 58054

  
	
  (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

  	
   

  
	
  RANSOM

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  
	
  SARGENT

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  	
   

  



 


	
  

  	
   

  	
  April 1, 2006

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 



 36
 









 


	
  

  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

  	
   

  
	
  RANSOM

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  SARGENT

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  



 


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)

  
				



 


	
  

  	
   

  	
  April 1, 2006

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 



 37
 









AMENDMENT
TO DEALER AGREEMENT


This is an amendment to
the CNH America LLC Dealer Agreement for New Holland brand Agricultural
Products dated January 1, 2000 (and amended on April 1, 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) North Dakota (doing business as Titan Machinery inc.)
with a principal place of business at 6930 Hwy. 
32 South, Lisbon, ND 58054 (“Dealer).


Whereas, the Company has
a program whereby Dealer’s 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



 38
 









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 14th day of December, 2006.


	
  Titan Machinery Inc.

  
	
  (Dealer Trade
  Name)

  
	
   

  
	
  /s/ David J.
  Meyer

  
	
  (Authorized
  Dealer Signature)

  
	
   

  
	
  CEO

  
	
  (Title)

  



 


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


CNH
AMERICA LLC


	
  

  	
   

  	
  December 20, 2006

  	
   

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 



 39