Exhibit
10.15


CNH
America LLC


DEALER SECURITY AGREEMENT











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 











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 furnish 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.O. 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;











(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 fire,
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 











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. O.  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


	
  4411 EAST HWY 12

  	
   

  	
   

  
	
   

  	
  (Complete street address)

  	
   

  
	
  ABERDEEN

  	
   

  	
  SD

  	
  57401

  
	
   

  	
  (City)

  	
   

  	
  (State)

  	
  (Zip Code)

  
					



 


OTHER LOCATION (PHYSICAL LOCATION) OF
BUSINESS OF PROSPECTIVE DEALER


 


 


 


(Complete street
address)











 


 


 


	
  

  	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  Type of Entity:  Corporation

  	
  By:

  	
  TITAN MACHINERY, INC. dba H C CLARK

  
	
   

  	
   

  	
  (Dealer Trade
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J.
  Meyer

  
	
   

  	
   

  	
  (Authorized
  Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CEO-Chief Executive Officer

  	
   

  	
                3/8/07

  
	
   

  	
   

  	
  (Title)

  	
   

  	
  (Date)

  



 


	
  Signature(s) of other partner(s);

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ACCEPTED:  CNH AMERICA LLC


	
  

  	
   

  	
  March 16, 2007

  
	
  Regional Sales Director

  	
  Date

  



 











CERTIFIED
CORPORATE RESOLUTION


I, Ted
Christianson, Secretary of Titan Machinery, Inc do hereby certify that the
following is a true and correct copy of a resolution adopted at a meeting of
the Board of Directors of the said corporation duly called and held on 2/2/07
at which a quorum was present and voting, and that said resolution remains in
full force and effect:


“RESOLVED, that
the CEO-Chief Executive Officer (Title of Officer) of this Company be, and
hereby is authorized, empowered and directed, for and on behalf and in the name
of this Company, to enter into an agreement with CNH America LLC titled DEALER
SECURITY AGREEMENT, dated as of the date appearing thereon, and to execute and
deliver such instruments, documents and other writings as may be desirable to
carry out the purposes and intent of the financing arrangement provided by the
said agreement.”


“FURTHER RESOLVED,
that for the convenience of this Company, David Meyer, or any employee or
employees of the latter’s designation is hereby requested, authorized and
empowered, for and on behalf and in the name of this Company, to execute and
deliver promissory notes with a confession of judgment, separate warrants of
attorney to confess judgment, title retention instruments and any and all other
writings as set forth in the said DEALER SECURITY AGREEMENT.”


	
  

  	
   (CORPORATE SEAL)

  
	
  (Authorized Signature of Secretary)

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  












CNH
America LLC


DEALER SECURITY AGREEMENT











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 











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 furnish 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.O. 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;











(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 fire,
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











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. O.  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


	
  1100 HWY 13 EAST

  	
   

  	
   

  
	
   

  	
  (Complete street address)

  	
   

  
	
  LAMOURE

  	
   

  	
  ND

  	
  58458

  
	
   

  	
  (City)

  	
   

  	
  (State)

  	
  (Zip Code)

  
					



 


OTHER LOCATION (PHYSICAL LOCATION) OF
BUSINESS OF PROSPECTIVE DEALER


 


 


 


(Complete street
address)











 


 


 


	
  

  	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  Type of Entity:  Corporation

  	
  By:

  	
  TITAN
  MACHINERY, INC.

  
	
   

  	
   

  	
  (Dealer Trade
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J.
  Meyer

  
	
   

  	
   

  	
  (Authorized Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CEO-Chief Executive Officer

  	
   

  	
                3/8/07

  
	
   

  	
   

  	
  (Title)

  	
   

  	
  (Date)

  



 


	
  Signature(s) of other partner(s);

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ACCEPTED:  CNH AMERICA LLC


	
  

  	
   

  	
  March 16, 2007

  
	
  Regional Sales Director

  	
  Date

  



 











CERTIFIED
CORPORATE RESOLUTION


I, Ted
Christianson, Secretary of Titan Machinery, Inc do hereby certify that the
following is a true and correct copy of a resolution adopted at a meeting of
the Board of Directors of the said corporation duly called and held on 2/2/07
at which a quorum was present and voting, and that said resolution remains in
full force and effect:


“RESOLVED, that
the CEO-Chief Executive Officer (Title of Officer) of this Company be, and
hereby is authorized, empowered and directed, for and on behalf and in the name
of this Company, to enter into an agreement with CNH America LLC titled DEALER
SECURITY AGREEMENT, dated as of the date appearing thereon, and to execute and
deliver such instruments, documents and other writings as may be desirable to
carry out the purposes and intent of the financing arrangement provided by the
said agreement.”


“FURTHER RESOLVED,
that for the convenience of this Company, David Meyer, or any employee or
employees of the latter’s designation is hereby requested, authorized and
empowered, for and on behalf and in the name of this Company, to execute and
deliver promissory notes with a confession of judgment, separate warrants of
attorney to confess judgment, title retention instruments and any and all other
writings as set forth in the said DEALER SECURITY AGREEMENT.”


	
  

  	
   (CORPORATE
  SEAL)

  
	
  (Authorized Signature of Secretary)

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 















CNH
America LLC


DEALER SECURITY AGREEMENT











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 











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 furnish 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.O. 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;











(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 fire,
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 











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. O.  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 HWY 32 SOUTH 

  	
   

  	
   

  
	
   

  	
  (Complete street address)

  	
   

  
	
  LISBON

  	
   

  	
  ND

  	
  58054

  
	
   

  	
  (City)

  	
   

  	
  (State)

  	
  (Zip Code)

  
					



 


OTHER LOCATION (PHYSICAL LOCATION) OF
BUSINESS OF PROSPECTIVE DEALER


 


 


 


(Complete street
address)











 


 


 


 


 


	
  

  	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  Type of Entity:  Corporation

  	
  By:

  	
  TITAN
  MACHINERY INC.

  
	
   

  	
   

  	
  (Dealer Trade
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J.
  Meyer

  
	
   

  	
   

  	
  (Authorized
  Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CEO-Chief Executive Officer

  	
   

  	
                3/8/07

  
	
   

  	
   

  	
  (Title)

  	
   

  	
  (Date)

  



 


	
  Signature(s) of other partner(s);

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ACCEPTED:  CNH AMERICA LLC


	
  

  	
   

  	
  March 16, 2007

  
	
  Regional Sales Director

  	
  Date

  



 











CERTIFIED
CORPORATE RESOLUTION


I, Ted
Christianson, Secretary of Titan Machinery, Inc do hereby certify that the
following is a true and correct copy of a resolution adopted at a meeting of
the Board of Directors of the said corporation duly called and held on 2/2/07
at which a quorum was present and voting, and that said resolution remains in
full force and effect:


“RESOLVED, that
the CEO-Chief Executive Officer (Title of Officer) of this Company be, and hereby
is authorized, empowered and directed, for and on behalf and in the name of
this Company, to enter into an agreement with CNH America LLC titled DEALER
SECURITY AGREEMENT, dated as of the date appearing thereon, and to execute and
deliver such instruments, documents and other writings as may be desirable to
carry out the purposes and intent of the financing arrangement provided by the
said agreement.”


“FURTHER RESOLVED,
that for the convenience of this Company, David Meyer, or any employee or
employees of the latter’s designation is hereby requested, authorized and
empowered, for and on behalf and in the name of this Company, to execute and
deliver promissory notes with a confession of judgment, separate warrants of
attorney to confess judgment, title retention instruments and any and all other
writings as set forth in the said DEALER SECURITY AGREEMENT.”


	
  

  	
   (CORPORATE SEAL)

  
	
  (Authorized Signature of Secretary)

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 











CNH
America LLC


DEALER SECURITY AGREEMENT











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











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 furnish 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.O. 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;











(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 fire,
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











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. O.  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


	
  2000 E MAIN

  	
   

  	
   

  
	
   

  	
  (Complete street address)

  	
   

  
	
  WEST FARGO

  	
   

  	
  ND

  	
  58078

  
	
   

  	
  (City)

  	
   

  	
  (State)

  	
  (Zip Code)

  
					



 


OTHER LOCATION (PHYSICAL LOCATION) OF
BUSINESS OF PROSPECTIVE DEALER


 


 


 


(Complete street
address)











 


 


 


	
  

  	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  Type of Entity:  Corporation

  	
  By:

  	
  TITAN
  MACHINERY, INC

  
	
   

  	
   

  	
  (Dealer Trade
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J.
  Meyer

  
	
   

  	
   

  	
  (Authorized
  Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CEO-Chief Executive Officer

  	
   

  	
  3/8/07 

  
	
   

  	
   

  	
  (Title)

  	
   

  	
  (Date)

  



 


	
  Signature(s) of other partner(s);

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ACCEPTED:  CNH AMERICA LLC


	
  

  	
   

  	
  March 16, 2007

  
	
  Regional Sales Director

  	
  Date

  



 











CERTIFIED
CORPORATE RESOLUTION


I, Ted
Christianson, Secretary of Titan Machinery, Inc do hereby certify that the
following is a true and correct copy of a resolution adopted at a meeting of
the Board of Directors of the said corporation duly called and held on             at
which a quorum was present and voting, and that said resolution remains in full
force and effect:


“RESOLVED, that
the CEO-Chief Executive Officer (Title of Officer) of this Company be, and
hereby is authorized, empowered and directed, for and on behalf and in the name
of this Company, to enter into an agreement with CNH America LLC titled DEALER
SECURITY AGREEMENT, dated as of the date appearing thereon, and to execute and
deliver such instruments, documents and other writings as may be desirable to
carry out the purposes and intent of the financing arrangement provided by the
said agreement.”


“FURTHER RESOLVED,
that for the convenience of this Company, David Meyer, or any employee or
employees of the latter’s designation is hereby requested, authorized and
empowered, for and on behalf and in the name of this Company, to execute and
deliver promissory notes with a confession of judgment, separate warrants of
attorney to confess judgment, title retention instruments and any and all other
writings as set forth in the said DEALER SECURITY AGREEMENT.”


	
  

  	
   (CORPORATE SEAL)

  
	
  (Authorized Signature of Secretary)

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 















CNH
America LLC


DEALER SECURITY AGREEMENT











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











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 furnish 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.O. 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;











(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 fire,
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











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. O.  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


	
  1620 8TH AVE SW

  	
   

  	
   

  
	
   

  	
  (Complete street address)

  	
   

  
	
  JAMESTOWN

  	
   

  	
  ND

  	
  58401

  
	
   

  	
  (City)

  	
   

  	
  (State)

  	
  (Zip Code)

  
					



 


OTHER LOCATION (PHYSICAL LOCATION) OF
BUSINESS OF PROSPECTIVE DEALER


 


 


 


(Complete street
address)











 


 


 


	
  

  	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  Type of Entity:  Corporation

  	
  By:

  	
  TITAN
  MACHINERY, INC.

  
	
   

  	
   

  	
  (Dealer Trade
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J.
  Meyer

  
	
   

  	
   

  	
  (Authorized
  Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CEO-Chief Executive Officer

  	
   

  	
  3/8/07 

  
	
   

  	
   

  	
  (Title)

  	
   

  	
  (Date)

  



 


	
  Signature(s) of other partner(s);

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ACCEPTED:  CNH AMERICA LLC


	
  

  	
   

  	
  March 16, 2007

  
	
  Regional Sales Director

  	
  Date

  



 











CERTIFIED
CORPORATE RESOLUTION


I, Ted
Christianson, Secretary of Titan Machinery, Inc do hereby certify that the
following is a true and correct copy of a resolution adopted at a meeting of
the Board of Directors of the said corporation duly called and held on 2/2/07
at which a quorum was present and voting, and that said resolution remains in
full force and effect:


“RESOLVED, that
the CEO-Chief Executive Officer (Title of Officer) of this Company be, and
hereby is authorized, empowered and directed, for and on behalf and in the name
of this Company, to enter into an agreement with CNH America LLC titled DEALER
SECURITY AGREEMENT, dated as of the date appearing thereon, and to execute and
deliver such instruments, documents and other writings as may be desirable to
carry out the purposes and intent of the financing arrangement provided by the
said agreement.”


“FURTHER RESOLVED,
that for the convenience of this Company, David Meyer, or any employee or
employees of the latter’s designation is hereby requested, authorized and
empowered, for and on behalf and in the name of this Company, to execute and
deliver promissory notes with a confession of judgment, separate warrants of
attorney to confess judgment, title retention instruments and any and all other
writings as set forth in the said DEALER SECURITY AGREEMENT.”


	
  

  	
   (CORPORATE SEAL)

  
	
  (Authorized Signature of Secretary)

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 











CNH
America LLC


DEALER SECURITY AGREEMENT











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











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 furnish 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.O. 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;











(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 fire,
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











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. O.  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


	
  COUNTY RD 11 & I 94

  	
   

  	
   

  
	
   

  	
  (Complete street address)

  	
   

  
	
  MOORHEAD

  	
   

  	
  MN

  	
  56561

  
	
   

  	
  (City)

  	
   

  	
  (State)

  	
  (Zip Code)

  
					



 


OTHER LOCATION (PHYSICAL LOCATION) OF
BUSINESS OF PROSPECTIVE DEALER


 


 


 


(Complete street
address)











 


 


 


	
  

  	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 


	
  Type of Entity:  Corporation

  	
  By:

  	
  TITAN
  MACHINERY INC. 

  
	
   

  	
   

  	
  (Dealer Trade
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Peter
  Christianson, President

  
	
   

  	
   

  	
  (Authorized
  Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COO-President

  	
   

  	
   

  
	
   

  	
   

  	
  (Title)

  	
   

  	
  (Date)

  



 


	
  Signature(s) of other partner(s);

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ACCEPTED:  CNH AMERICA LLC


	
  

  	
   

  	
  March 23, 2007

  
	
  Regional Sales Director

  	
  Date

  



 











CERTIFIED
CORPORATE RESOLUTION


I, Ted Christianson,
Secretary of Titan Machinery, Inc do hereby certify that the following is a
true and correct copy of a resolution adopted at a meeting of the Board of
Directors of the said corporation duly called and held on           
at which a quorum was present and voting, and that said resolution remains in
full force and effect:


“RESOLVED, that
the CEO-Chief Executive Officer (Title of Officer) of this Company be, and
hereby is authorized, empowered and directed, for and on behalf and in the name
of this Company, to enter into an agreement with CNH America LLC titled DEALER
SECURITY AGREEMENT, dated as of the date appearing thereon, and to execute and
deliver such instruments, documents and other writings as may be desirable to
carry out the purposes and intent of the financing arrangement provided by the
said agreement.”


“FURTHER RESOLVED,
that for the convenience of this Company, David Meyer, or any employee or
employees of the latter’s designation is hereby requested, authorized and
empowered, for and on behalf and in the name of this Company, to execute and
deliver promissory notes with a confession of judgment, separate warrants of
attorney to confess judgment, title retention instruments and any and all other
writings as set forth in the said DEALER SECURITY AGREEMENT.”


	
  

  	
   (CORPORATE SEAL)

  
	
  (Authorized Signature of Secretary)

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 















CNH
America LLC


 


 


DEALER SECURITY AGREEMENT


 











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











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 furnish 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.O. 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;











(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 fire,
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











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. O.  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


 


	
  1701 Governors Drive

  
	
  (Complete street
  address)

  
	
  Casselton

  	
   

  	
  ND

  	
   

  	
  58012

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


OTHER
LOCATION (PHYSICAL LOCATION) OF BUSINESS OF PROSPECTIVE DEALER


 


	
  (Complete street address)

  



 











 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


	
  Type of Entity: Corporation

  	
  By:

  	
  Titan
  Machinery Inc.

  
	
   

  	
   

  	
  (Dealer Trade
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J.
  Meyer

  
	
   

  	
   

  	
  (Authorized
  Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CEO-Chief Executive Officer

  	
   

  	
  June 6, 2006

  
	
   

  	
   

  	
  (Title)

  	
   

  	
  (Date)

  



 


	
  Signature(s) of other
  partner(s);

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ACCEPTED:  CNH AMERICA LLC


	
  

  	
   

  	
   

  	
  June 22, 2006

  
	
  Regional Sales
  Director

  	
   

  	
  Date

  



 











CERTIFIED CORPORATE RESOLUTION


 


I, Ted Christianson,
Secretary of Titan Machinery Inc. do hereby certify that the following is a
true and correct copy of a resolution adopted at a meeting of the Board of
Directors of the said corporation duly called and held on June 6, 2006, at
which a quorum was present and voting, and that said resolution remains in full
force and effect:


“RESOLVED, that
the CEO-Chief Executive Officer (Title of Officer) of this Company be, and
hereby is authorized, empowered and directed, for and on behalf and in the name
of this Company, to enter into an agreement with CNH America LLC titled DEALER
SECURITY AGREEMENT, dated as of the date appearing thereon, and to execute and
deliver such instruments, documents and other writings as may be desirable to
carry out the purposes and intent of the financing arrangement provided by the
said agreement.”


“FURTHER RESOLVED,
that for the convenience of this Company, President, or any employee or
employees of the latter’s designation is hereby requested, authorized and
empowered, for and on behalf and in the name of this Company, to execute and
deliver promissory notes with a confession of judgment, separate warrants of
attorney to confess judgment, title retention instruments and any and all other
writings as set forth in the said DEALER SECURITY AGREEMENT.”


 


	
  

  	
  (CORPORATE SEAL)

  
	
  (Authorized
  Signature of Secretary)

  



 


Dated:











CNH
America LLC


 


DEALER SECURITY AGREEMENT











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











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 furnish 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.O. 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;











(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 fire,
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











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. O.  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


 


	
  17805 HWY 13

  
	
  (Complete street
  address)

  
	
  WAHPETON

  	
   

  	
  ND

  	
   

  	
  58075

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


OTHER
LOCATION (PHYSICAL LOCATION) OF BUSINESS OF PROSPECTIVE DEALER


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Complete street
  address)

  



 











 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


	
  Type of Entity:  Corporation

  	
  By:

  	
  Titan Machinery, Inc. dba Richland
  Implement

  
	
   

  	
   

  	
  (Dealer Trade
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J. Meyer

  
	
   

  	
   

  	
  (Authorized
  Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CEO-Chief Executive Officer

  	
   

  	
  2-16-07

  
	
   

  	
   

  	
  (Title)

  	
   

  	
  (Date)

  



 


	
  Signature(s) of other
  partner(s);

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ACCEPTED:  CNH AMERICA LLC


 


	
  

  	
   

  	
   

  	
  February 20,
  2007

  
	
  Regional Sales
  Director

  	
   

  	
  Date

  



 











CERTIFIED CORPORATE RESOLUTION


 


I, Ted
Christianson, Secretary of Titan Machinery Inc. do hereby certify that the
following is a true and correct copy of a resolution adopted at a meeting of
the Board of Directors of the said corporation duly called and held on February
2, 2007, at which a quorum was present and voting, and that said resolution
remains in full force and effect:


“RESOLVED, that
the CEO-Chief Executive Officer (Title of Officer) of this Company be, and
hereby is authorized, empowered and directed, for and on behalf and in the name
of this Company, to enter into an agreement with CNH America LLC titled DEALER
SECURITY AGREEMENT, dated as of the date appearing thereon, and to execute and
deliver such instruments, documents and other writings as may be desirable to
carry out the purposes and intent of the financing arrangement provided by the
said agreement.”


“FURTHER RESOLVED,
that for the convenience of this Company, David Meyer, or any employee or employees
of the latter’s designation is hereby requested, authorized and empowered, for
and on behalf and in the name of this Company, to execute and deliver
promissory notes with a confession of judgment, separate warrants of attorney
to confess judgment, title retention instruments and any and all other writings
as set forth in the said DEALER SECURITY AGREEMENT.”


 


	
  

  	
  (CORPORATE SEAL)

  
	
  (Authorized
  Signature of Secretary)

  



 


Dated:











CNH
America LLC


 


 


DEALER SECURITY AGREEMENT











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











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 furnish 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.O. 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;











(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 fire,
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











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. O.  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


 


	
  Jct Highway 60 & 75 North

  
	
  (Complete street
  address)

  
	
  LeMars

  	
   

  	
  IA

  	
   

  	
  51031

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


OTHER
LOCATION (PHYSICAL LOCATION) OF BUSINESS OF PROSPECTIVE DEALER


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Complete street
  address)

  



 











 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


	
  Type of Entity:  Corporation

  	
  By:

  	
  Titan
  Machinery Inc.

  
	
   

  	
   

  	
  (Dealer Trade
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J.
  Meyer

  
	
   

  	
   

  	
  (Authorized
  Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CEO-Chief Executive Officer

  	
   

  	
  10/31/05

  
	
   

  	
   

  	
  (Title)

  	
   

  	
  (Date)

  



 


	
  Signature(s) of other
  partner(s);

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


ACCEPTED:  CNH AMERICA LLC


 


	
  

  	
   

  	
  November 1, 2004

  
	
  Regional Sales
  Director

  	
   

  	
  Date