Exhibit
10.11


CNH AMERICA LLC


DEALER AGREEMENT


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


Titan
Machinery, Inc.,


a Corporation incorporated in the state of North Dakota


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


1620
8th Ave SW, Jamestown, ND 58401 (“Dealer”)


will be effective April 1, 2006











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


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


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


1.             DEFINITIONS


The following
definitions shall apply throughout this Agreement:


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


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


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


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


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


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


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



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


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


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


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


PRODUCT(S) shall mean EQUIPMENT and GENUINE PARTS.


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


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


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



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


2.             APPOINTMENT


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


3.             DEALER OWNERS AND MANAGERS


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


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


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


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


4.             SALES RESPONSIBILITY


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



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


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


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


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


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


5.             SERVICE RESPONSIBILITY


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



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


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


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


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


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


6.             STOCKS


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


7.             ORDERS


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


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


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



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8.             PRICES AND CHARGES


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


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


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


9.             TERMS OF PAYMENT AND DELIVERY


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


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


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



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ship the PRODUCTS ordered to Dealer, and the cost of shipping and
handling shall be borne by Dealer.


c.                                       Equipment
Relocation.  The Company from time to time
may request Dealer to relocate EQUIPMENT. 
If the Company makes such a relocation request and Dealer refuses to
release the unit, the Company may at its discretion demand payment for the unit
in full on the first day of the month following the request.


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


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


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


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



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total cost to repair or replace such EQUIPMENT shall be the sole
responsibility of Dealer.


h.                                      Demurrage
and Diversion Liability.  Dealer shall
pay all demurrage, storage and other charges accruing after arrival of any
shipment of PRODUCTS at the designated destination.  If Dealer fails or refuses for any reason to
accept delivery of any PRODUCT ordered by Dealer, Dealer shall pay the Company
the amount of all expenses incurred by the Company in shipping PRODUCTS to
Dealer and in returning PRODUCTS to the original shipping point or diverting
them to another destination; but Dealer shall not pay more for diversion than
the expense of returning the PRODUCT to its original shipping point.


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


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


10.          ADVERTISING, PROMOTION AND TRADE
PRACTICES


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


b.                                      Dealer
shall comply with all laws, rules and regulations applicable to the ordering,
sale and service of PRODUCTS and any used PRODUCTS including without



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limitation those concerning safety, emissions control and customer
service.  With further regard to used
PRODUCTS which come into its possession, Dealer agrees to inspect such PRODUCTS
and bring them up to reasonably safe condition whether by repair or by adding
or repairing safety mechanisms and shields as originally supplied.


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


11.          LITERATURE AND INSTRUCTION


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


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


12.          CUSTOMER HANDLING


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


13.          FACILITIES AND EQUIPMENT


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


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



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


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


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


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


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


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


14.          WARRANTY


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


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


c.                                       EXCEPT
FOR THE WARRANTY EXTENDED UNDER THIS PARAGRAPH 14, AND TO THE EXTENT ALLOWED BY
LAW, THERE SHALL BE NO OTHER WARRANTY OR CONDITION, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR ANY OTHER



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OBLIGATION OF THE COMMPANY TO DEALER OR THE CUSTOMER WITH RESPECT TO
PRODUCTS.  NOTWITHSTANDING THE FOREGOING,
ANY PROVISIONS IN THIS AGREEMENT BETWEEN DEALER AND THE COMPANY REGARDING
PRODUCTS SHALL REMAIN EFFECTIVE.


d.                                      The
Company shall not be liable nor shall it defend, indemnify or in any way be
obligated to assist Dealer in defense of any notice, claim, or lawsuit alleging
the existence of a warranty beyond the terms identified in the Warranty and
Limitation of Liability Agreement referred to in this Paragraph 14.


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


15.          CREDIT LINE AND CAPITALIZATION


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


16.          SIGNS


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


17.          DEALER STANDARDS


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


18.          REPORTS, AUDITS AND RECORDS


a.                                       At
the Company’s request Dealer shall provide to the Company a copy of its annual
and/or current monthly financial statement prepared by or for Dealer in
accordance with generally accepted accounting principles.  Dealer shall also promptly submit sales
reports and other business, sales and service reports and documents to the
Company upon request.  All statements and
reports shall contain information on any BRANCH LOCATIONS.  At any time, the Company may request from
Dealer additional or supplemental financial or other business data to assist in
assessing its continuing credit risk or Dealer’s compliance with the provisions
of this Agreement.  The Company also
reserves the right to obtain



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from time to time personal financial statements from the owner(s),
partner(s), principal stockholder(s) or guarantor(s) of Dealer.  Dealer will comply with all requests for such
additional information immediately. 
Failure to provide any of the reports, records or information which are
the subject of this Paragraph may result in withdrawal of existing credit
extensions or refusal to grant additional credit or such other actions as the
Company may deem appropriate, including termination of this Agreement as
provided herein.


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


19.          MARKET REPRESENTATION


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


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



 13
 








c.                                       In
view of the personal nature of this Agreement, the rights and privileges
conferred on Dealer under this Agreement are not transferable, assignable or
salable by Dealer, and no property right or interest, direct or indirect, is
sold, conveyed or transferred to Dealer under this Agreement.  The Company may select the dealers it shall
appoint to distribute and service PRODUCTS and may refuse to appoint as a
Dealer any purchaser or prospective purchaser of any of the shares or assets of
Dealer upon the termination of this Agreement or otherwise.  Dealer shall give the Company sixty (60) days
written notice of Dealers intention to transfer or sell the shares or assets of
the dealership.


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


20.                               MODEL
CHANGE


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


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


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


(iii)                               may market additional or
replacement PRODUCTS.


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


21.          TRADEMARKS, TRADE NAMES AND TRADE
SECRETS


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


b.                                      Goodwill
and Reputation.  Dealer shall not in any
trading title used by the Dealer in connection with its business activities
under this Agreement or in connection



 14
 








with any other business activity, use any name or words capable of
damaging the goodwill or reputation of the Company or any affiliated company or
predecessor.  Dealer shall promptly carry
out all reasonable instructions and requests of the Company issued to protect
and promote the value, goodwill and reputation of any trademark or trade name
to which the Company or any affiliated company or predecessor is entitled.


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


22.          DURATION


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


23.          TERMINATION


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


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


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


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



 15
 








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


(i)                                     Any
transfer or attempted transfer, without the prior written approval of the
Company, by Dealer of any interest in, or right, privilege, or obligation under
this Agreement, or any transfer by operation of law or otherwise of the
principal assets of the Dealer that are required for the conduct of its
business under this Agreement, or any change, however accomplished, in the
direct or indirect ownership or operating management of Dealer as set forth in
Schedule A.


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


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


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


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


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


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


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



 16
 








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


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


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


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


24.          OBLIGATIONS UPON EXPIRATION OR
TERMINATION


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


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


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


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


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


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


25.          ACQUISITION OF CERTAIN PROPERTY UPON
TERMINATION


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


a.                                       If
this Agreement expires or is terminated, then upon Dealer’s written request,
the Company shall repurchase all new, complete, unused, unsold and undamaged



 17
 








PRODUCTS in Dealer’s stock on the date of termination provided the
PRODUCT:


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


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


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


(iv)                              was
purchased by Dealer from the Company.


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


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


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


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



 18
 








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


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


26.          RELATIONS AFTER EXPIRATION OR
TERMINATION


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


27.          NEW AGREEMENT


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


28.          LIMITATION OF LIABILITY


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


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



 19
 








29.          AGENCY OR EMPLOYMENT RELATIONSHIP


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


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


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


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


30.          ASSIGNMENT


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


31.          AMENDMENT AND SEPARABILITY


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


32.          AUTHORIZED PERSONNEL


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


33.          SUPERSESSION AND ENTIRE AGREEMENT


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



 20
 








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


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


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


	
  /s/ DM

  	
   (DEALER
  INITIALS)

  



 


34.          NO IMPLIED WAIVER


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


35.          NOTICE, APPROVAL AND CONSENT


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


36.          GOVERNING LAW


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



 21
 








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


	
  CNH AMERICA LLC

  	
   

  	
   

  	
  DEALER

  	
  Titan Machinery, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Dealership Name)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ David J.
  Meyer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Regional Sales Director

  	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  April 1, 2006

  	
   

  	
   

  	
  Date:

  	
  3-29-06

  
							



 


 


CNH America LLC



 22
 








INDEX


CNH
America LLC Dealer Agreement


	
  Paragraph

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  DEALER PAGE

  	
   

  	
  1

  
	
  1.

  	
   

  	
  DEFINITIONS

  	
   

  	
  2

  
	
  2.

  	
   

  	
  APPOINTMENT

  	
   

  	
  4

  
	
  3.

  	
   

  	
  DEALER OWNERS AND MANAGERS

  	
   

  	
  4

  
	
  4.

  	
   

  	
  SALES RESPONSIBILITY

  	
   

  	
  4

  
	
  5.

  	
   

  	
  SERVICE RESPONSIBILITY

  	
   

  	
  5

  
	
  6.

  	
   

  	
  STOCKS

  	
   

  	
  6

  
	
  7.

  	
   

  	
  ORDERS

  	
   

  	
  6

  
	
  8.

  	
   

  	
  PRICES AND CHARGES

  	
   

  	
  6

  
	
  9.

  	
   

  	
  TERMS OF PAYMENT AND DELIVERY

  	
   

  	
  7

  
	
  10.

  	
   

  	
  ADVERTISING, PROMOTION AND TRADE PRACTICES

  	
   

  	
  9

  
	
  11.

  	
   

  	
  LITERATURE AND INSTRUCTION

  	
   

  	
  10

  
	
  12.

  	
   

  	
  CUSTOMER HANDLING

  	
   

  	
  10

  
	
  13.

  	
   

  	
  FACILITIES AND EQUIPMENT

  	
   

  	
  10

  
	
  14.

  	
   

  	
  WARRANTY

  	
   

  	
  11

  
	
  15.

  	
   

  	
  CREDIT INE AND CAPITALIZQATION

  	
   

  	
  11

  
	
  16.

  	
   

  	
  SIGNS

  	
   

  	
  12

  
	
  17.

  	
   

  	
  DEALER STANDARDS

  	
   

  	
  12

  
	
  18.

  	
   

  	
  REPORTS AND AUDITS

  	
   

  	
  12

  
	
  19.

  	
   

  	
  MARKET REPRESENTATION

  	
   

  	
  13

  
	
  20.

  	
   

  	
  MODEL CHANGE

  	
   

  	
  13

  
	
  21.

  	
   

  	
  TRADEMARKS, TRADE NAMES, AND TRADE SECRETS

  	
   

  	
  14

  
	
  22.

  	
   

  	
  DURATION

  	
   

  	
  14

  
	
  23.

  	
   

  	
  TERMINATION

  	
   

  	
  14

  
	
  24.

  	
   

  	
  OBLIGATIONS UPON EXPIRATION OR TERMINATION

  	
   

  	
  16

  
	
  25.

  	
   

  	
  ACQUISITION OF CERTAIN PROPERTY UPON TERMINATION

  	
   

  	
  17

  
	
  26.

  	
   

  	
  RELATIONS AFTER EXPIRATION OR TERMINATION

  	
   

  	
  18

  
	
  27.

  	
   

  	
  NEW AGREEMENT

  	
   

  	
  18

  
	
  28.

  	
   

  	
  LIMITATION OF LIABILITY

  	
   

  	
  19

  
	
  29.

  	
   

  	
  AGENCY OR EMPLOYMENT RELATIONSHIP

  	
   

  	
  19

  
	
  30.

  	
   

  	
  ASSIGNMENT

  	
   

  	
  19

  
	
  31.

  	
   

  	
  AMENDMENT AND SEPARABILITY

  	
   

  	
  20

  
	
  32.

  	
   

  	
  AUTHORIZED PERSONNEL

  	
   

  	
  20

  
	
  33.

  	
   

  	
  SUPERSESSION AND ENTIRE AGREEMENT

  	
   

  	
  20

  
	
  34.

  	
   

  	
  NO IMPLIED WAIVER

  	
   

  	
  20

  



 



 23
 








 


	
  35.

  	
   

  	
  NOTICE, APPROVAL, AND CONSENT

  	
   

  	
  21

  
	
  36.

  	
   

  	
  GOVERNING LAW

  	
   

  	
  21

  
	
  INITIAL PAGE

  	
   

  	
  20

  
	
  SIGNATURE PAGE

  	
   

  	
  21

  



 



 24














DEALER
AGREEMENT - SCHEDULE B


	
  Dealer Trade Name:

  	
  Titan Machinery, Inc.

  
	
  Dealer Address:

  	
  Jamestown, ND 58401

  
	
   

  	
  (City, State and
  Zip Code)

  



 


BRAND OF
EQUIPMENT:  NEW HOLLAND


SOURCE
OF EQUIPMENT:  CNH AMERICA LLC


AUTHORIZED PRODUCT
LINE(S)


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

   

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

   

  o            Ag Crawler Tractors
  (CRW) (Limited distribution)

   

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

   

  x          Skid Steer Loaders
  & Attachments (SSL)

   

  o            Compact Track Loader
  (CTL)

   

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

  	
   

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

   

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

   

  x          Combine Harvesters
  (CMB)

   

  o            Self-Propelled
  Forage Harvesters (SPF)

   

  o            Self-Propelled
  Sprayers (SPS)

   

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

  



 


 


	
  

  	
   

  	
  April 1, 2006

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 
















DEALER
AGREEMENT - SCHEDULE C


DEALER
PRINCIPAL LOCATION, INDUSTRY POTENTIAL AND PMR


	
  Dealer Trade Name:

  	
  Titan Machinery, Inc.

  
	
  Dealer Address:

  	
  1620 8th Ave SW, Jamestown, ND 58401

  
	
  (Physical Address)

  	
  (Street Address,
  City, State, Zip Code)

  



 


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


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


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


PRODUCT LINES AND
% COUNTY ASSIGNMENT


	
  COUNTY

  	
   

  	
  ST

  	
   

  	
  COMPACTS &

  CONS. PROD

  	
   

  	
  MID-RANGE

  TRACTORS

  	
   

  	
  HAY & PT

  FORAGE

  	
   

  	
  SSL

  	
   

  	
  INDUSTRIAL

  TRACTORS

  
	
  BARNES

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  45

  	
   

  	
  0

  
	
  FOSTER

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  
	
  GRIGGS

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  
	
  KIDDER

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  45

  	
   

  	
  0

  
	
  STUTSMAN

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  90

  	
   

  	
  0

  



 


 


	
  

  	
   

  	
  April 1, 2006

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 













 


	
  COUNTY

  	
   

  	
  ST

  	
   

  	
  HIGH HP

  TRACTORS

  	
   

  	
  4WD

  TRACTORS

  	
   

  	
  COMBINES

  	
   

  	
  SELF-PROP.

  FORAGE

  	
   

  	
  SELF-PROP.

  SPRAYERS

  	
   

  	
  CROP

  PRODUCTION

  PRODUCTS

  
	
  BARNES

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  
	
  FOSTER

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  
	
  GRIGGS

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  
	
  KIDDER

  	
   

  	
  ND

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  
	
  STUTSMAN

  	
   

  	
  ND

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  



 


BRANCH LOCATION(S) OF DEALER


 


	
   

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


	
  

  	
   

  	
  April 1, 2006

  
	
  Regional Sales Director

  	
   

  	
  Date

  



 



 2














AMENDMENT
TO DEALER AGREEMENT


This is an amendment to
the CNH America LLC Dealer Agreement for New Holland brand Agricultural
Products dated April 1, 2006 (and amended on April 1, 2006) (the “Agreement”)
between CNH America LLC, a Delaware Limited Liability Corporation (“Company),
and TITAN MACHINERY, INC., a (an) Corporation (individual, partnership or (name
of state) corporation) ND (doing business as TITAN MACHINERY, INC.) with a
principal place of business at 1620 8TH AVE SW, JAMESTOWN, ND 58401 (“Dealer”).


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


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


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


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


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


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


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


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











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


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


	
  TITAN MACHINERY, INC.

  
	
  (Dealer Trade
  Name)

  
	
  /s/ David J.
  Meyer

  
	
  (Authorized
  Dealer Signature)

  
	
  CEO-Chief
  Executive Officer

  
	
  (Title)

  



 


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


CNH
AMERICA LLC


	
  

  	
   

  	
   

  
	
  Regional Sales Director

  	
   

  	
  Date