Exhibit
10.12


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:


2801
4th Street SW, Waverly, IA 50677 (“Dealer”)


will be effective April 1, 2005











35.          NOTICE, APPROVAL AND
CONSENT


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


36.          GOVERNING LAW


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


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:

  	
  4-1-2005

  	
   

  	
   

  	
  Date:

  	
  3-7-05

  	
   

  	
   

  
									



 


CNH America LLC
















DEALER
AGREEMENT - SCHEDULE C


DEALER
PRINCIPAL LOCATION, INDUSTRY POTENTIAL AND PMR


	
  Dealer Trade Name:

  	
  Titan Machinery, Inc.

  
	
   

  	
   

  
	
  Dealer Address:  

  	
  2801 4th Street SW, Waverly, IA
  50677

  
	
  (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

  	
   

  
	
  BLACKHAWK

  	
   

  	
  IA

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  50

  	
   

  	
  0

  	
   

  
	
  BREMER

  	
   

  	
  IA

  	
   

  	
  90

  	
   

  	
  90

  	
   

  	
  90

  	
   

  	
  50

  	
   

  	
  0

  	
   

  
	
  BUCHANAN

  	
   

  	
  IA

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  75

  	
   

  	
  0

  	
   

  
	
  BUTLER

  	
   

  	
  IA

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  75

  	
   

  	
  0

  	
   

  
	
  CHICKASAW

  	
   

  	
  IA

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  25

  	
   

  	
  0

  	
   

  
	
  GRUNDY

  	
   

  	
  IA

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  20

  	
   

  	
  0

  	
   

  



 


	
  

  	
   

  	
  12/19/05

  	
   

  
	
  Regional Sales Director

  	
  Date

  	
   

  
					



 













 


	
  COUNTY

  	
   

  	
  ST

  	
   

  	
  HIGH HP

  TRACTORS

  	
   

  	
  4WD

  TRACTORS

  	
   

  	
  COMBINES

  	
   

  	
  SELF-PROP.

  FORAGE

  	
   

  	
  SELF-PROP.

  SPRAYERS

  	
   

  	
  CROP

  PRODUCTION

  PRODUCTS

  	
   

  
	
  BLACKHAWK

  	
   

  	
  IA

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
   

  
	
  BREMER

  	
   

  	
  IA

  	
   

  	
  90

  	
   

  	
  90

  	
   

  	
  90

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  90

  	
   

  
	
  BUCHANAN

  	
   

  	
  IA

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  BUTLER

  	
   

  	
  IA

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  
	
  CHICKASAW

  	
   

  	
  IA

  	
   

  	
  33

  	
   

  	
  33

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  33

  	
   

  
	
  GRUNDY

  	
   

  	
  IA

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  50

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  50

  	
   

  



 


BRANCH
LOCATION(S) OF DEALER


	
   

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


	
   

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


	
   

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


	
   

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


	
   

  
	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  



 


	
  

  	
   

  	
  12/19/05

  
	
  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, 2005 (and
amended on April 1, 2005) (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. dba
SMITH INTERNATIONAL) with a principal place of business at 2801 4TH STREET SW, WAVERLY, IA 50677 (“Dealer”).


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


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


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


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


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


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


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


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











processing all claims for loss or damage to PRODUCTS.  Dealer shall
bear all risk of loss or deterioration of, or damage to, PRODUCTS from the time delivery is tendered
to Dealer.  Dealer shall promptly notify
the Company if any new and unused EQUIPMENT
is substantially damaged while in Dealers possession.  To preserve the quality and value of new EQUIPMENT offered to the public, the
Company shall have the option to repair or replace any such EQUIPMENT. 
Dealer shall assign to the Company 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. dba SMITH INTERNATIONAL

  
	
  (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


	
  

  	
   

  	
   

  	
  March 5, 2007

  
	
  Regional Sales
  Director

  	
  Date