Exhibit
10.7


NEW
HOLLAND CONSTRUCTION


DEALER
AGREEMENT


THIS AGREEMENT is made
this 14th day of April, 2003, between New Holland Construction, a division of
New Holland North America, Inc., a Delaware corporation, having a place of
business at 245 East North Avenue, Carol Stream, Illinois (“New Holland
Construction”), and


	
  Titan Machinery Inc.,

  
	
  (Name of Entity)

  
	
   

  
	
  A Corporation in North Dakota

  
	
  (State whether an individual, partnership or
  corporation. If the latter, show name of the state in which incorporated.)

  
	
   

  
	
  doing business as 

  	
  Titan Machinery Inc.

  	
  and with its principal place of business at

  
	
   

  	
   

  	
  (Trade Name)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  2000 E. Main Ave.

  	
   

  	
  West Fargo

  	
   

  	
  Cass

  	
   

  	
  ND

  	
   

  	
  58078

  	
  (the “Dealer”).

  
	
  (Street Address)

  	
   

  	
  (City)

  	
   

  	
  (County)

  	
   

  	
  (State)

  	
   

  	
  (Zip Code)

  	
   

  
															



 


By this Agreement, the
Dealer is authorized to sell, rent and lease at retail and service selected new
PRODUCTS manufactured or distributed by New Holland Construction.


Both parties recognize
that the rights of the Dealer and New Holland Construction 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, New Holland
Construction and the Dealer agree as follows:


1.                                      DEFINITIONS


The following definitions
shall apply throughout this Agreement:


a.                                       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 SATELLITE(S).


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


c.                                       DISTRICT SALES AREA shall mean the designated multi-state
area serviced by a New Holland Construction District Sales Manager.


d.                                      EQUIPMENT shall mean those models of equipment and
attachments therefor that are designated by PRODUCT LINE for sale from time to
time by New Holland Construction and



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listed in Schedule B. New
Holland Construction reserves the absolute and sole right to determine what
EQUIPMENT it will offer the Dealer for retail sale.


e.                                       GENUINE PARTS shall mean assemblies, subassemblies,
components and accessories (and any part thereof) for that EQUIPMENT which the
Dealer is authorized to sell on Schedules B.


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


g.                                      PRIMARY
MARKET OF RESPONSIBILITY (“PMR”) shall
mean the total industry volume (as reported by the Equipment Manufacturers
Institute) of all products, including competitive products, RETAILED within the
geographic area designated in Schedule C for which the Dealer has sales and
service responsibility for PRODUCTS.  The
PMR is the volume of a PRODUCT LINE sold within a geographic area, not the area
itself.  The Dealer’s PMR may vary by
PRODUCT or PRODUCT LINE.  The Dealer’s
PMR is NON-EXCLUSIVE and is used solely to measure the Dealer’s sales
performance.


h.                                      PRINCIPAL DEALER LOCATION shall mean the DEALER LOCATION
listed first on Attachment A.


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


j.                                          PRODUCT LINES shall mean the categories of EQUIPMENT that
the Dealer is authorized in writing, per Schedules B, by New Holland
Construction to sell, rent lease and service.


k.                                       RETAIL shall mean a sale, rental or lease to an end user and
does not include customers buying for resale such as jobbers, jockeys,
unauthorized dealers and other wholesalers.


l.                                          SATELLITE(S) shall mean the secondary place or places of
business of the Dealer (operated directly or through an affiliate) 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.


m.                                    TERMS AND DISCOUNTS BULLETIN shall mean the latest bulletin
(or equivalent document or documents) and amendments thereto as may be made
from time to time by New Holland Construction and provided to the 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.



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2.                                      APPOINTMENT


New Holland Construction
appoints the Dealer as a NON-EXCLUSIVE Dealer solely for the domestic RETAIL
sale and service of PRODUCTS, and the Dealer accepts this appointment.  Dealer is not authorized to sell PRODUCTS to
non-retail customers, such as unauthorized dealers, jobbers, jockeys and
exporters without the prior written consent of New Holland Construction.


3.                                      DEALER
OWNERS AND MANAGERS


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


b.                                      The
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 the Dealer.


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


d.                                      The
Dealer shall give New Holland Construction 30 days written notice of any
proposed change in the legal form of the Dealer and any proposed change in
Dealer ownership or managerial authority, and immediate notice of the death or
incapacity of any person listed in Schedule A. No change in Dealer ownership or
managerial authority shall be effective against New Holland Construction until
embodied in an appropriate amendment to Schedule A or an assignment of this
Agreement, duly executed by New Holland Construction and the Dealer and
properly delivered.


4.                                      SALES
RESPONSIBILITY


a.                                       The
Dealer agrees to use its best efforts to promote vigorously and aggressively
the sale at RETAIL of PRODUCTS in order to assure maximum sales of PRODUCTS and
to obtain a reasonable total revenue and a reasonable share of the market in
the Dealers PMR for all PRODUCTS which the Dealer is authorized to sell.  It is agreed that a reasonable market share
within the PMR shall be the average market share that New Holland Construction
PRODUCTS or EQUIPMENT achieves within the Dealer’s state or DISTRICT SALES
AREA.  New Holland Construction, at its
sole discretion, will determine whether the Dealers state or DISTRICT SALES
AREA will be used to measure Dealers performance.


b.                                      The
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.                                       The
Dealer understands and agrees that its performance of its PRODUCTS sales (and,
where appropriate, leasing and rental) responsibility hereunder shall be
measured by New 



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Holland Construction
through the use, exclusively, of such reasonable criteria as New Holland
Construction may adopt, and without limitation, taking into consideration the
Dealer’s market shares within its PMR, total revenue, total sales, leases and
rentals of PRODUCTS and its sales, leases and rentals of EQUIPMENT categorized
by PRODUCT LINE, to customers in the PMR. 
The Dealers performance under any prior agreement with New Holland
Construction or New Holland North America, Inc. may be considered in evaluating
the Dealers performance under this, and any succeeding Agreement.  New Holland Construction 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 the Dealer to
determine the satisfaction of those owners, lessees and renters with the sales,
leasing and rental efforts of the Dealer. 
The results of these surveys may be taken into consideration in
assessing the Dealers performance under this Agreement.


d.                                      In
addition to the remedies for breach hereof as set forth in Paragraphs 22 (c)
and (d), if the Dealer fails to carry out its PRODUCT sales responsibility
hereunder:


(i)                                     in
the sale of a PRODUCT LINE or specific EQUIPMENT in a PRODUCT LINE, New Holland
Construction may, at its sole discretion, and after 90 days prior written
notice, remove that PRODUCT LINE or EQUIPMENT from Schedule B.  In such event, the Dealer will no longer be
authorized to sell that PRODUCT LINE or EQUIPMENT.


(ii)                                  in
a specific county or parish within its PMR, New Holland Construction may, at
its sole discretion, and after 90 days prior written notice, remove that county
or counties from the Dealers PMR and assign that market to another existing or
new Dealer.





e.                                       The
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.                                         New
Holland Construction reserves the right to sell rent or lease PRODUCT directly
to end users within the Dealer’s PMR or elsewhere including but not limited to
governmental agencies, Institutions or entities, educational or charitable
institutions, rental companies and accounts classified by New Holland
Construction as national accounts.  New
Holland Construction shall have no liability to Dealer for any sales made
pursuant to Paragraph 4(f).


5.                                      SERVICE
RESPONSIBILITY


a.                                       General.  In
accordance with standards and procedures established from time to time by New
Holland Construction, the 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 SATELLITE
established for the purpose of service, prompt, professional and courteous
service to owners and users of PRODUCTS.


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



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c.                                       Warranty and Policy. 
The Dealer agrees to perform warranty and policy service on PRODUCTS,
whether or not sold by the Dealer, in accordance with the MANUAL.


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


e.                                       Parts; Priority. 
Except as otherwise instructed by New Holland Construction, the Dealer
agrees to use only GENUINE PARTS in performing warranty, policy and
campaign/FIP work.  The 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.


6.                                      STOCKS


The Dealer agrees to
order, stock, maintain and prominently display in new salable condition at each
Dealer location or satellite a representative sample of each type of EQUIPMENT
which the Dealer is authorized to sell hereunder, as set forth on Schedule B.
It shall be New Holland Construction’s sole right to determine minimum
EQUIPMENT stocking requirements.


7.                                      ORDERS


a.                                       The
Dealer shall submit orders for PRODUCTS to New Holland Construction at times
designated by New Holland Construction and using methods and forms required by
(or approved by) New Holland Construction (or in accordance with the TERMS AND
DISCOUNTS BULLETIN or other procedures established by New Holland
Construction).


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


c.                                       Orders
for PRODUCTS are accepted by New Holland Construction when the order is
expressly acknowledged in writing or the ordered PRODUCTS are delivered to the
Dealer or the carrier.  New Holland
Construction 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 the Dealers order.


8.                                      PRICES
AND CHARGES


Unless otherwise
determined by New Holland Construction in the TERMS AND DISCOUNTS BULLETIN or
by other written notice to the Dealer, the following provisions shall apply:


a.                                       The
Dealer shall pay New Holland Construction the DEALER PRICE for each PRODUCT
purchased from New Holland Construction by the Dealer, plus any holdback and
charges by New Holland Construction for reimbursement of taxes, duties,
transportation, handling, distribution, delivery or special items or
services.  New Holland Construction may 



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change the DEALER PRICE,
holdback, reimbursement and other charges at any time without prior notice to
the Dealer.  Except as otherwise
specified in writing by New Holland Construction, the DEALER PRICE and charges
shall be those in effect, and delivery to the Dealer shall be deemed made and
the order filled, on the date of delivery by New Holland Construction to the
carrier or to the Dealer, whichever occurs first.


b.                                      If
New Holland Construction increases the DEALER PRICE for any PRODUCT, the Dealer
may cancel, by written notice to New Holland Construction within 10 days after
receipt of notice of the increase, any orders for that PRODUCT placed by the
Dealer prior to receiving notice of the increase and unfilled at the time New
Holland Construction receives the Dealer’s notice of cancellation.


9.                                      TERMS
OF PAYMENT AND DELIVERY


Unless otherwise
determined by New Holland Construction in the TERMS AND DISCOUNTS BULLETIN or
by other written notice to the Dealer, the following provisions shall apply:


a.                                       Payment.  The Dealer
shall pay New Holland Construction for all PRODUCTS immediately upon delivery
of PRODUCTS to the Dealer.  Payment for
each PRODUCT shall be made in current funds unless the invoice or New Holland
Construction’s then current and applicable payment plan provides otherwise, in
which event the terms of the invoice or the plan shall govern.  Receipt of any check, draft or other
commercial paper shall not constitute payment until New Holland Construction
has received cash in the full amount thereof. 
Failure to make payment in accordance with this Paragraph may, at the
discretion of New Holland Construction, result in New Holland Construction
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 New Holland Construction under Paragraph 22(d).


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


c.                                       Equipment Relocation. 
Under certain conditions, and with the approval of New Holland
Construction, equipment may be relocated between Dealers.  From time to time New Holland Construction
may request a Dealer to relocate a unit to another Dealer for the purpose of
completing a retail sale.  If the
original Dealer refuses to release the unit, payment for the unit will become
due in full on the first day of the month following the request.



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d.                                      Security.  As security
for the purchase price of any PRODUCTS sold to the Dealer, New Holland
Construction shall have a purchase money security interest in such PRODUCTS as
more fully set forth in the Wholesale Security Agreement and Power of
Attorney.  New Holland Construction
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 the 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 New
Holland Construction, further shipments of PRODUCTS may be stopped altogether
or made only on a cash or COD basis. 
Dealer shall be charged and must pay interest on all accounts past due
at the highest lawful contract rate.  All
payments made on the Indebtedness shall be payable at New Holland Construction’s
office or other designated depositories. 
New Holland Construction shall be reimbursed by Dealer for any exchange
or collection charges, including reasonable legal fees, in connection with any
of the 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 relocation as set forth in
Paragraph 9 (c).  Dealer agrees to store
all EQUIPMENT financed under a wholesale line of credit at Dealers facility at
the address(es) identified in Schedule C, unless prior written consent for
storage at some other location is obtained from New Holland Construction.


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


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


h.                                      Demurrage and Diversion Liability.  The Dealer shall pay all demurrage, storage
and other charges accruing after arrival of any shipment of PRODUCTS at the
destination designated on the Purchase Order. 
If the Dealer fails or refuses for any reason to accept delivery of any
PRODUCT ordered by the Dealer, the Dealer shall pay New Holland Construction
the amount of all expenses incurred by New Holland Construction in shipping
PRODUCTS to the Dealer and 



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in returning PRODUCTS to
the original shipping point or diverting them to another destination; but the
Dealer shall not pay more for diversion than the expense of returning the
PRODUCT to its original shipping point.


i.                                          Taxes.  The Dealer
represents and warrants that all PRODUCTS purchased from New Holland Construction
are purchased for resale to retail customers in the ordinary course of the
Dealer’s business.  The 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 New Holland Construction.  These representations and warranties shall be
deemed a part of each order given by the Dealer to New Holland Construction.  The Dealer agrees that, as to any PRODUCT put
to a taxable use by the Dealer or purchased by the Dealer other than for
resale, the Dealer shall make timely and proper return and payment of all
applicable sales, use and other taxes, and shall indemnify, defend and hold New
Holland Construction 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 New Holland Construction to the Dealer as a
result of the business dealings between the parties may, at New Holland
Construction’s option, be applied in any order New Holland Construction 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 the
Dealer to New Holland Construction; including, but not limited to past due
interest due from the Dealer to any financing organization for which New
Holland Construction may be responsible to pay in the future.


10.                               ADVERTISING,
PROMOTION AND TRADE PRACTICES


a.                                       The
Dealer shall conduct business in a manner that will reflect favorably at all
times on the Dealer, New Holland Construction, PRODUCTS and other Dealers in
PRODUCTS.  The 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.  The
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 New Holland Construction for distribution, delivery,
taxes or other items.


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


c.                                       If
the Dealer modifies new EQUIPMENT or installs on new EQUIPMENT any equipment,
accessory or part that has not been supplied by New Holland Construction, or
sells any EQUIPMENT that has been modified, or sells any non-New Holland
Construction service contract in conjunction with the sale of EQUIPMENT, the
Dealer will disclose this fact to the 



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purchaser in writing and
will advise the purchaser in writing that the modification, equipment,
accessory or part is not included in warranties provided by New Holland
Construction or, in the case of a service contract, the coverage is not provided
by New Holland Construction.  With
respect to used EQUIPMENT, the Dealer shall not represent the source of any
modification, accessory, part or service contract to be New Holland
Construction if the source is not New Holland Construction.


11.                               LITERATURE
AND INSTRUCTION


a.                                       In
accordance with New Holland Construction instructions as issued from time to
time, the 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
New Holland Construction.  The Dealer
promptly shall comply with its obligations under these publications.


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


12.                               CUSTOMER
HANDLING


The 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 New Holland Construction the details of
each inquiry or complaint concerning a PRODUCT the Dealer cannot correct to the
customers satisfaction.  Dealer shall
also promptly notify New Holland Construction of any reports of accidents or
injuries involving PRODUCTS.


13.                               FACILITIES
AND EQUIPMENT


a.                                       The
Dealer shall establish and maintain at a location approved by New Holland
Construction a place of business that, in New Holland Construction’s opinion:


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


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


(iii)                               is
equipped with adequate tools, equipment and machinery, as will enable the
Dealer to meet its obligations under this Agreement.


b.                                      With
New Holland Construction’s prior consent as set forth herein, the Dealer may
establish and maintain SATELLITE(S) for the sale and/or service of PRODUCTS at
locations approved by New Holland Construction. 
The requirements set forth in Paragraph 13(a) shall apply to all
SATELLITE(S).  All other obligations of
the Dealer under this Agreement relevant to the business to be conducted at the
SATELLITE shall extend to that SATELLITE.



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c.                                       Without
the prior written consent of New Holland Construction, the Dealer shall not
move or substantially modify its place or places of business or establish,
directly or indirectly, any other place of business, including SATELLITE(S),
for the sale or service of PRODUCTS.


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


14.                               WARRANTY


a.                                       The
warranties covering EQUIPMENT are set forth in the MANUAL.  The 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.  The Dealer shall then submit the signed
Warranty and Limitation of Liability Agreement to New Holland Construction as
set forth in the MANUAL.  New Holland Construction
and the Dealer promptly shall fulfill their responsibilities under this
warranty.


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


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


d.                                      New
Holland Construction 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.                               CAPITAL


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



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16.                                 SIGNS


a.                                       The
Dealer shall acquire, erect and maintain signs which are designated in the
Dealership Identification Guide published by New Holland Construction and are
adequate to identify the DEALER LOCATION and any SATELLITE(S) as a Dealer in
PRODUCTS.  These signs shall be subject
to New Holland Construction’s approval with respect to the display of any
trademark or trade name to which New Holland Construction or any affiliated
company is entitled.


b.                                      Compliance
with any separate written dealership identification agreement between the
Dealer and New Holland Construction shall be deemed compliance with this
Paragraph 16.


17.                               REPORTS,
AUDITS AND RECORDS


a.                                       The
Dealer shall, within 90 days after the end of its fiscal year, provide to New
Holland Construction a copy of an annual audited financial statement that is
prepared by or for the Dealer.  Dealer
shall also promptly submit sales reports and other business, sales and service
reports and documents to New Holland Construction upon request.  All statements and reports shall contain
information on any SATELLITE.  At any
time, New Holland Construction may request from the Dealer additional or
supplemental financial or other business data to assist in assessing its
continuing credit risk or the Dealers compliance with the provisions of this
Agreement.  New Holland Construction also
reserves the right to obtain from time to time personal financial statements
from the owner(s), partner(s), principal stockholder(s) or guarantor(s) of
Dealer.  Dealer will comply with all
requests for such additional information immediately.  Failure to provide any of the reports,
records or information which are the subject of this Paragraph may result in
withdrawal of existing credit extensions or refusal to grant additional credit
or such other actions as New Holland Construction may deem appropriate,
including termination of this Agreement as provided herein.


b.                                      The
Dealer shall permit persons designated by New Holland Construction, at
reasonable times during normal business hours, to examine its place or places
of business, stocks of PRODUCTS and other EQUIPMENT at the DEALER LOCATION and
any SATELLITE, to test EQUIPMENT, to check and instruct the Dealer and its
employees in the proper handling of warranty and other repairs and claims based
thereon and to examine, copy and audit all the Dealers original records and
documents relating to the Dealer’s PRODUCTS business.  The Dealer shall maintain for at least two
years all original records and documents relating to all claims made upon or
paid by New Holland Construction including, but not limited to, warranty,
policy and incentive claims.  The
submission of improper claims will result in a charge back against the Dealer
account with New Holland Construction for all improper or unsubstantiated
claims.  If the 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 Dealer settlement allowances.  This remedy is in addition to those available
to New Holland Construction under Paragraph 22(d).



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18.                               MARKET
REPRESENTATION


a.                                       Without
liability to the Dealer, New Holland Construction may determine the numbers,
locations and sizes of Dealers necessary for adequate PRODUCTS sales and
service representation and may appoint additional Dealers in PRODUCTS within
the Dealer’s PMR or elsewhere, or may alter the Dealer’s PMR.  Notwithstanding any other provision of this
Agreement, the final decision whether to establish an additional Dealer or
alter the Dealer’s PMR shall be made by New Holland Construction solely upon
its own business judgment, and nothing in this Agreement shall be construed as
requiring the Dealers consent to the establishment of an additional Dealer or
the altering of Dealer’s PMR.


b.                                      New
Holland Construction may make gifts, sales, loans, rentals or leases of
PRODUCTS to others within the Dealer’s PMR or otherwise without liability to
the Dealer.  New Holland Construction
also may offer any PRODUCTS including new, different and differently designed
product, bearing any trademarks or trade names to which New Holland
Construction or any affiliated company is entitled, to selected Dealers or
others under existing or new agreements without any liability to the Dealer.


In view of the
personal nature of this Agreement, the rights and privileges conferred on the
Dealer under this Agreement are not transferable, assignable or salable by the
Dealer, and no property right or interest, direct or indirect, is sold,
conveyed or transferred to the Dealer under this Agreement.  New Holland Construction 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 the Dealer upon the termination of this Agreement or otherwise.  The Dealer shall give New Holland
Construction 60 days written notice of Dealer’s intention to transfer or sell
the shares or assets of the dealer.


The Dealer has not
paid any fee for this Agreement.


19.                               MODEL
CHANGE


a.                                       Without
giving notice to the Dealer and without incurring any liability to the Dealer,
New Holland Construction:


(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
New Holland Construction advises the Dealer in writing to the contrary, or
except as required by law, New Holland Construction 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.



 12
 









20.                               TRADEMARKS,
TRADE NAMES AND TRADE SECRETS


a.                                       Use
in Title.  The Dealer shall not use as,
or as part of, its trading or firm titles any name that is not acceptable to
New Holland Construction.  The Dealer
shall not use “New Holland” or “New Holland Construction” or any trade names or
trademarks owned or used by New Holland North America, Inc. or any New Holland
Group Company, as or as part of the 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 New Holland North America, Inc. and may be used by the
Dealer only in connection with advertisement and sales of PRODUCTS sold to him
by New Holland Construction.  Any such
use by the Dealer shall immediately cease upon termination of the business
relationship between New Holland Construction and the Dealer.


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


c.                                       The
Dealer shall maintain in strict confidence all commercial and technical
information disclosed by New Holland Construction to the Dealer.


21.                               DURATION


Unless terminated
earlier in accordance with the terms hereof, this Agreement shall continue from
the date first set forth above until December 31, 2004.  This Agreement automatically shall be
extended for successive one-year terms unless at least 90 days prior to the
expiration date of the original term or any extension either party notifies the
other of its intention not to extend. 
Upon such notification, this Agreement shall expire on December 31,
2004, or at the end of any such extended period.  The 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.  /s/ DM
[DEALER INITIALS]


22.                               TERMINATION


It is agreed that
the following shall illustrate, but not exclusively, the various grounds which
shall entitle New Holland Construction, at its option, and the Dealer where so
indicated, to terminate this Agreement prior to its expiration, and which shall
entitle New Holland Construction to Immediate possession of all PRODUCTS for
which the Dealer is indebted to New Holland Construction or a New Holland
Construction-approved financing agency:


a.                                       At
Will.  Either party may terminate this
Agreement at any time at will, with or without cause, by giving the other party
at least 90 days prior written notice.



 13
 









b.                                      Replacement
Agreement.  In the event New Holland
Construction offers a new or amended form of agreement to its Dealers in
PRODUCTS, New Holland Construction may terminate this Agreement at any time by
giving the Dealer at least 30 days prior notice.


c.                                       Breach.  In the event that a party has failed to
fulfill any of that party’s responsibilities under this Agreement, the other
party may terminate this Agreement by giving 30 days written notice.  (Note, however, that pursuant to Paragraph
22(d) below that no prior notice of immediate termination is required under
some circumstances.)


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


(i)                                     Any
transfer or attempted transfer, without the prior written approval of New
Holland Construction, by the 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
the Dealer as set forth in Schedule A.


(ii)                                  Any
misrepresentation in applying for appointment as a Dealer in PRODUCTS by the
Dealer or any person named in Schedule A; the submission by the Dealer to New
Holland Construction 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 the Dealer of any payment for any work not
performed by the Dealer in accordance with the provisions of this Agreement or
the MANUAL.


(iii)                               Failure
of the Dealer to maintain one or more of the 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 the Dealer or any person
named in Schedule A of a felony or of any violation of law that in New Holland
Construction’s opinion tends to affect adversely the operation or business of
the Dealer or the good name, goodwill or reputation of PRODUCTS, the Dealer,
New Holland Construction, or other Dealers in PRODUCTS.


(v)                                 Failure
of the Dealer to fulfill any provision of Paragraph 9 or Paragraph 20 or to pay
New Holland Construction any sum due under any agreement between New Holland
Construction and the Dealer.


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



 14
 









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


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


(ix)                                Revocation
or discontinuance of any guaranty of Dealer’s present or future obligations to
New Holland Construction.


(x)                                   Failure
of the Dealer to maintain a line of wholesale credit adequate, in the opinion
of New Holland Construction, to fulfill Dealers obligations under this
Agreement.


(xi)                                Failure
of the Dealer to provide the reports and/or permit the audits described in
Paragraph 17.


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


(xiii)                          Conduct
by any person named in Schedule A or any employee of the Dealer, which is
abusive or threatening to any New Holland Construction employee.


23.                               OBLIGATIONS
UPON EXPIRATION OR TERMINATION


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


(i)                                     pay
New Holland Construction all sums owed by the Dealer to New Holland
Construction;


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


(iii)                               discontinue
the use of any trademark or trade name of New Holland Construction or any of
Its affiliates or predecessors; and


(iv)                              cease
to represent in any way that the Dealer is or was a Dealer in PRODUCTS.



 15
 









b.                                      If
the Dealer fails to comply with these requirements, New Holland Construction
may take reasonable steps to achieve compliance or the same result as would be
realized by Dealer compliance, and the Dealer shall reimburse New Holland
Construction for all costs and expenses, including reasonable attorney’s fees,
incurred by New Holland Construction In effecting or enforcing compliance.  All obligations contained in Paragraph 23
shall survive the expiration or termination of this Agreement.  Final settlement of the Dealer’s account with
New Holland Construction shall not be made until all requirements of this
Agreement are complied with by the Dealer.


24.                               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 the Dealer’s written
request, New Holland Construction shall repurchase all new, complete, unused,
unsold and undamaged PRODUCTS in the Dealer’s stock on the date of termination
provided the PRODUCT:


(i)                                     is
in new, complete, first-class 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 the Dealer from New Holland Construction.


The price for any
repurchased EQUIPMENT shall be the price paid by the Dealer to New Holland
Construction, less charges for distribution, delivery, handling, advertising
and taxes, and less any amount previously credited or refunded to the Dealer on
that EQUIPMENT.  New Holland Construction
is not obligated to reimburse Dealer for unloading, set-up, or preparation of
returned PRODUCTS under this Paragraph 24. 
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 New Holland Construction, less the amount
representing freight currently being prepaid by New Holland Construction on
stock orders, and less a fifteen percent (15%) restocking charge.  The Dealer must notify New Holland
Construction in writing within thirty (30) days of the expiration or
termination of this Agreement that the Dealer desires New Holland Construction
to reacquire certain PRODUCTS, and return such PRODUCTS to New Holland
Construction within sixty (60) days.  A
single return of GENUINE PARTS will be permitted.


b.                                      Upon
expiration or termination of this Agreement, New Holland Construction may
retake without payment any materials (such as sales promotion, advertising and
training materials, tools and signs) provided without charge to the Dealer by
New Holland Construction or any predecessor. 
In no event, however, shall New Holland Construction have the obligation
to purchase the Dealer’s facilities (including land, buildings and equipment).



 16
 









c.                                       All
items to be repurchased by New Holland Construction under this Paragraph 24
shall be packed, boxed or crated and shipped by the Dealer in accordance with
New Holland Construction’s instructions, unless otherwise required by law,
freight prepaid at the Dealer’s expense to the destination specified by New
Holland Construction.  All items thus
repurchased shall be delivered, sold and paid for free of all claims, liens and
other encumbrances after compliance with all bulk sales or similar laws for the
protection of creditors and shall be transferred by warranty bills of sale
satisfactory to New Holland Construction. 
Upon the Dealer’s signing and delivering a general release to New Holland
Construction in a form satisfactory to New Holland Construction, the Dealer
will be paid for the items reacquired by New Holland Construction, less any
amount owed to New Holland Construction.


d.                                      New
Holland Construction shall have the right to withhold from the price of any
items repurchased pursuant to this Paragraph 24, a sum sufficient to discharge
any liens or encumbrances against such items and to discharge such liens or
encumbrances.  The Dealer shall, in
addition, execute such documents and take any additional action reasonably
requested by New Holland Construction to transfer ownership thereof, free and
dear of such liens and encumbrances.


25.                               RELATIONS
AFTER EXPIRATION OR TERMINATION


Any business
relations between New Holland Construction and the 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.


26.                               NEW
AGREEMENT


Unless otherwise
specified by New Holland Construction in writing, the termination of this
Agreement by New Holland Construction in connection with the offer by New
Holland Construction to the Dealer (or the 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 23 and 24 with respect to the PRODUCTS
covered by the new agreement.


27.                               LIMITATION
OF LIABILITY


This Agreement
contemplates that the 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 New Holland Construction in connection with the
Dealer’s operations under this Agreement or otherwise, or for any expenditure
made or incurred by the Dealer in preparation for performance or in performance
of the Dealers responsibilities under this Agreement.



 17
 









The Dealer and New
Holland Construction 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 prospective profits,
anticipated sales or other losses occasioned by expiration, cancellation,
non-renewal or termination.  More
specifically, the damages to which either party may be entitled are limited to
those which occur, or which are incurred, during the period of time between
notice of cancellation, non-renewal or termination and the effective date
thereof.


28.                               AGENCY
OR EMPLOYMENT RELATIONSHIP


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


(i)                                     be
considered an agent or employee of New Holland Construction;


(ii)                                  act
or attempt to act or represent himself directly or by implication as an agent
of New Holland Construction; or


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


29.                               ASSIGNMENT


Upon notice to the
Dealer, New Holland Construction may assign this Agreement and any rights and
obligations under this Agreement to any affiliate of New Holland Construction
or to any company that succeeds to the interests of New Holland North America,
Inc.  The Dealer may not assign or
otherwise transfer this Agreement, in whole or in part, without the written
prior consent of New Holland Construction.


30.                               AMENDMENT
AND SEPARABILITY


New Holland
Construction may amend this Agreement at any time upon 30 days written notice
to the 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.


31.                               AUTHORIZED
PERSONNEL


This Agreement
shall bind New Holland Construction only if it bears the manual or facsimile
signature of the Vice-President of Sales 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 New Holland Construction 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 be a written instrument.



 18
 









32.                               SUPERSESSION
AND ENTIRE AGREEMENT


This Agreement
terminates and supersedes all other agreements between the Dealer and New
Holland Construction or Fiatallis North America, Inc. 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, and each party acknowledges that,
except as expressly stated in this Agreement, no representation, understanding
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 the Dealer.  The Dealer understands that this Agreement
has a limited duration and has decided to become a Dealer in PRODUCTS and to
make the investments necessary to become a Dealer solely in reliance on its own
investigation, appraisal and projection of present and future conditions and expectations
and not in reliance on any statements made or documents exhibited to the Dealer
by New Holland Construction or any affiliated company or predecessor.  The Dealer has read this Agreement and
understands it and has had adequate opportunity to consult with legal counsel
of Dealer’s own choosing regarding the content and meaning of this
Agreement.  The Dealer voluntarily has
entered into this Agreement without coercion, intimidation or threats from New
Holland Construction, and acknowledges that each provision of this Agreement is
reasonable, fair and equitable.


33.                               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.


34.                               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 New Holland Construction shall be delivered or mailed to the
Vice-President of Sales, New Holland Construction, 245 East North Avenue, Carol
Stream, IL 60188.  Notices to the Dealer
shall be delivered or mailed to any person designated in Schedule A (ii) or to
the Dealer at the PRINCIPAL DEALER LOCATION.


35.                               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.



 19
 









 


	
  NEW HOLLAND CONSTRUCTION

  	
   

  	
  DEALER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Titan
  Machinery Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ David J. Meyer

  
	
   

  
	
  Title:

  	
  Vice President
  Sales

  	
   

  	
   

  	
  Title:

  	
   

  	
  CEO

  
									



 


New Holland Construction

A Division of New Holland North America, Inc.



 20
 









ADDENDUM


NEW HOLLAND CONSTRUCTION

SIGNATURE FULL LINE

DEALER AGREEMENT


WHEREAS, New
Holland Construction has instituted a new product marketing program called
Signature Full Line to market all PRODUCTS; and


WHEREAS, New
Holland Construction will require additional obligations of the Signature Full
Line dealers; and


WHEREAS, Dealer is
desirous of being appointed a Signature Full Line dealer and market all PRODUCTS provided within Signature Full Line offering; and


WHEREAS Dealer
agrees to meet the additional obligations required of a Signature Full Line
dealer and further agrees to develop an initial Strategic Business Plan setting
forth the actions it will take to meet the Signature Full Line obligations.


NOW, THEREFORE,
New Holland Construction and Dealer agree to establish the Dealer Agreement
between them dated April 14, 2003 as set forth below:


1.                                       New
Holland Construction will include Schedule B to reflect that the Dealer is
authorized to stock and sell all Signature Full Line EQUIPMENT.  (The Schedule B and corresponding Schedule C
are attached.)


2.                                       Dealer
will meet all obligations set forth as Signature Full Line requirements per the
attached list.


3.                                       Dealer
will be obligated to and must comply with the commitments made in the Initial
Strategic Business Plan dated October 25, 2002.


4.                                       On
an on going basis, Dealer must develop an annual Strategic Business Plan acceptable
to New Holland Construction in its sole discretion.  This plan is to be submitted to New Holland
Construction for approval by December 1. 
Dealer will be obligated to and must comply with the commitments made in
its Strategic Business Plan.


IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Addendum as of the
date written below.



 21
 









NEW HOLLAND CONSTRUCTION,


DIVISION
OF NEW HOLLAND NORTH AMERICA, INC.


	
  DEALER

  	
  Titan Machinery Inc.

  	
   

  
	
   

  	
           (Dealership
  Name)

  
	
   

  
	
   

  
	
  By:

  	
  /s/ David J.
  Meyer

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President Sales

  
	
  Title:

  	
  CEO

  	
   

  	
   

  	
  New Holland Construction

  	 

	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  4-14-03

  	
   

  	
  Date:

  	
  4-14-03

  
												



 



 22
 









SIGNATURE
FULL LINE


REQUIREMENTS


BUSINESS
MANAGEMENT


Strategic Plan


Market Share Action Plans


CS & L Program Action
Plans


Communication Action
Plans


Annual Plan


Annual Plan Yearly Review
Meeting


Capital Plan


20% Equity


Business Tools


Employee Development Plan


Monthly Financial
Statements


COMPANY
IDENTIFICATION


Acres — 3 Minimum


Advertising and Promotion
Budget — 0.4% of Sales Minimum


Conference Room /Training
Room


Department Size —
(Minimum Square Footage)


Loading Dock


Manager for each
Department (with Office)


Paved Customer Lot


Reception Area for
Customers


Signage for Property and
Building


Staff —Minimum Number
Based on Sales


Uniforms — All
Departments


PARTS
MANAGEMENT


Customer Sales Computer
Workstations


Customer Database — Parts


Maintained Technical
Library


Manager Participates in
CS&L


Monthly Forecast — Parts


Staffing to Guideline


Stock Ratio - Minimum 55%


Subscribe to Initial New
Machine Stocking Plan


Yearly Parts
Marketing Programs



 23
 









SIGNATURE
FULL LINE


REQUIREMENTS


SALES
MANAGEMENT


Customer Database — Sales


Manager Participates in
CS&L


Monthly Forecast - Sales


Staffing is to Guideline


Yearly Plan with
Monthly Breakdown


SERVICE
MANAGEMENT


Campaigns Completed on
time


Customer Database —
Service


Doors — Shop with Proper
Sizes


Equipment Wash Area


Maintained Library


Manager Participates in
CS&L


Monthly Forecast —
Service


Pre-delivery and Delivery
Process


Service Department Parts
Ordering Counter


Service Training —
Minimum


Service Vehicles —
Minimum by Sales


Service Shop Rates Posted


Staffing is to Guideline


Shop Tools — Minimum


Tool Room


Tool Subscription



 24
 









DEALER
AGREEMENT - SCHEDULE B


Signature Full Line


	
  Dealer Trade Name:

  	
   

  	
  Titan Machinery Inc.

  
	
   

  	
   

  	
   

  
	
  Dealer
  Address:

  	
   

  	
  West Fargo, ND 58078

  



(City,
State and Zip Code)


SOURCE OF EQUIPMENT


New
Holland Construction


x  Articulated Haulers


x  Crawler Dozers


x  Crawler Excavators


x  Crawler Loaders


x  Forklifts


x  Industrial Tractors


x  Mini Excavators


x  Mini Wheel Loaders


x  Motor Graders


x  Skid-Steer Loaders


x  Telehandlers


x  Trenchers


x  Wheel Excavators


x  Wheel
Loaders


New
Holland Construction


	
  By:

  	
   

  	
   

  
	
  Vice President Sales

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  4-14-03

  	
   

  
	
  Date

  	
   

  



 



 25
 









DEALER AGREEMENT - SCHEDULE C


	
  Dealer Trade Name:

  	
   

  	
  Titan Machinery

  
	
   

  	
   

  	
   

  
	
  Dealer
  Address:

  	
   

  	
  West Fargo, ND 58078

  
	
   

  	
   

  	
  (City,
  State and Zip Code)

  



 


DEALER LOCATION AND PMR


PRINCIPAL DEALER LOCATION
(PHYSICAL LOCATION)


	
  2000 E Main Ave, West Fargo,
  ND 58078

  
	
  (Address, City,
  State and Zip Code)

  



 


	
  BRANCH LOCATION(S) OF DEALER

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Address, City,
  State and Zip Code)

  



 


PRIMARY MARKET OF RESPONSIBILITY


The following chart identifies by PRODUCT LINE
that portion (%) of the total industry volume of sales within a geographic area
in which a Dealer is expected to participate. 
The PMR is the volume of a PRODUCT LINE sold within a geographic area,
not the area itself.  The PMR will be the
base against which the Dealers sales performance is measured.


EXAMPLE 1: 
If a Dealer’s PMR includes 100% of the industry sales volume in a county
and there are a 100 units of a given PRODUCT LINE sold within the county, then
the Dealer’s PMR consists of 100 units. 
The Dealers PMR will be used to calculate the Dealers market share.  So, if this Dealer sold 20 units of this
PRODUCT LINE in the PMR, then its market share would be 20%.


EXAMPLE 2: 
If a Dealer is assigned 50% of the industry sales volume in that same
county in which 100 units of a given PRODUCT LINE is sold, then its PMR for
that PRODUCT LINE is 50 units.  Then, if
this Dealer sold 5 units of this PRODUCT LINE in the PMR, its market share
would be 10%.



 26
 









PRODUCT LINES AND COUNTY ASSIGNMENTS


	
  Industrial 

  Tractor

  	
   

  	
  Skidsteer

  	
   

  	
  Telehandler 

  Utility

  	
   

  	
  Telehandler 

  Constr.

  	
   

  	
  Light 

  Constr.

  	
   

  	
  Medium

   Constr.

  	
   

  	
  Heavy

   Constr.

  	
   

  	
  County

  	
   

  	
  ST/PR

  	
   

  
	
  100

  	
  %

  	
  25

  	
  %

  	
  25

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  CLAY

  	
   

  	
  MN

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  NORMAN

  	
   

  	
  MN

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  WILKIN

  	
   

  	
  MN

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  ADAMS

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  BARNES

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  BENSON

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  BILLINGS

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  BOTTINEAU

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  BOWMAN

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  BURKE

  	
   

  	
  ND

  	
   

  
	
  50

  	
  %

  	
  12

  	
  %

  	
  12

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  100

  	
  %

  	
  BURLEIGH

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  CASS

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  CAVALIER

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  DICKEY

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  DIVIDE

  	
   

  	
  ND

  	
   

  
	
  50

  	
  %

  	
  5

  	
  %

  	
  5

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  100

  	
  %

  	
  DUNN

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  EDDY

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  EMMONS

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  FOSTER

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  GOLDEN
  VALLEY

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  25

  	
  %

  	
  25

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  GRAND
  FORKS

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  GRANT

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  GRIGGS

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  HETTINGER

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  KIDDER

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  LAMOURE

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  LOGAN

  	
   

  	
  ND

  	
   

  
	
  50

  	
  %

  	
  5

  	
  %

  	
  5

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  100

  	
  %

  	
  MCHENRY

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  MCINTOSH

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  MCKENZIE

  	
   

  	
  ND

  	
   

  
	
  50

  	
  %

  	
  5

  	
  %

  	
  5

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  100

  	
  %

  	
  MCLEAN

  	
   

  	
  ND

  	
   

  
	
  50

  	
  %

  	
  5

  	
  %

  	
  5

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  100

  	
  %

  	
  MERCER

  	
   

  	
  ND

  	
   

  
	
  50

  	
  %

  	
  5

  	
  %

  	
  5

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  100

  	
  %

  	
  MORTON

  	
   

  	
  ND

  	
   

  
	
  50

  	
  %

  	
  5

  	
  %

  	
  5

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  100

  	
  %

  	
  MOUNTRAIL

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  NELSON

  	
   

  	
  ND

  	
   

  
	
  50

  	
  %

  	
  5

  	
  %

  	
  5

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  100

  	
  %

  	
  OLIVER

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  PEMBINA

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  PIERCE

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  RAMSEY

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  RANSOM

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  RENVILLE

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  RICHLAND

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  ROLETTE

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  SARGENT

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  SHERIDAN

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  SIOUX

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  SLOPE

  	
   

  	
  ND

  	
   

  



 



 27
 









 


	
  Industrial 

  Tractor

  	
   

  	
  Skidsteer

  	
   

  	
  Telehandler 

  Utility

  	
   

  	
  Telehandler 

  Constr.

  	
   

  	
  Light 

  Constr.

  	
   

  	
  Medium

   Constr.

  	
   

  	
  Heavy

   Constr.

  	
   

  	
  County

  	
   

  	
  ST/PR

  	
   

  
	
  50

  	
  %

  	
  5

  	
  %

  	
  5

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  100

  	
  %

  	
  STARK

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  STEELE

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  STUTSMAN

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  TOWNER

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  TRAILL

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  WALSH

  	
   

  	
  ND

  	
   

  
	
  50

  	
  %

  	
  12

  	
  %

  	
  12

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  	
  100

  	
  %

  	
  WARD

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  WELLS

  	
   

  	
  ND

  	
   

  
	
  100

  	
  %

  	
  10

  	
  %

  	
  10

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  WILLIAMS

  	
   

  	
  ND

  	
   

  



 


	
  New Holland Construction

  
	
   

  
	
   

  	
   

  	
  4-14-3

  	
   

  
	
  Vice-President of Sales

  	
   

  	
  Date

  	
   

  



 



 28
 









CNH AMERICA LLC


AMENDMENT TO DEALER AGREEMENT


Carol Stream, IL


This is an
amendment to the CNH America LLC Dealer Agreement dated, April 14, 2003, (the “Agreement”)
and amended on none, between CNH America LLC, a Delaware corporation, and Titan
Machinery Inc., a Corporation (state whether an individual, partnership or
Corporation) in North Dakota (if corporation, name state in which incorporated)
doing business as Titan Machinery Inc., and with a principal place of business
at 2000 E. Main Avenue, West Fargo, ND 58078 (hereinafter called “Dealer”).


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


	
  x

  	
   

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

  
	
   

  	
   

  	
   

  
	
  o

  	
   

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

  
	
   

  	
   

  	
   

  
	
  x

  	
   

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

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  Amend Schedule C to reflect the
              of the
  branch location at
                                   .
  A new Schedule C is attached reflecting this change.

  
	
   

  	
   

  	
   

  
	
  x

  	
   

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

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  Amend Schedule C to reflect a change in the PMR
  which the dealer is responsible for serving.

  



 



 29
 









To the extent not
inconsistent herewith, the Agreement shall remain in full force and
effect.  IN WITNESS
WHEREOF, the parties have executed this Amendment as of the 27th day
of December 2005.


	
  Titan Machinery Inc.

  
	
  (Dealer Trade Name)

  
	
   

  
	
  /s/ David J. Meyer

  
	
  (Authorized Dealer Signature)

  
	
   

  
	
   

  
	
  (Title)

  



 


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


CNH AMERICA LLC


	
  

  	
   

  	
   

  	
  12-27-05

  	
   

  
	
   

  	
  Vice President,
  Sales & Marketing

  	
   

  	
  Date

  



 



 30