Exhibit
10.19


LOAN
AGREEMENT


THIS
LOAN AGREEMENT is made as of August 7, 2007, between TITAN
MACHINERY INC., a North Dakota corporation with its principal
offices located in Fargo, North Dakota, and BREMER BANK,
N.A., a national banking association with offices located in Lisbon,
North Dakota.


NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
below, the Bank and the Borrower agree as follows:


ARTICLE
I - DEFINITIONS


Section 1.1             Definitions.  For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:


(a)                                  The
terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular.


(b)                                 All
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP.


“Advance”
means an advance by the Bank to the Borrower pursuant to Section 2.1, 2.2 or
2.4.


“Borrower
Loan Account” means the account on the books of the Bank on which will be recorded
Advances made by the Bank to the Borrower pursuant to the Floor Plan Note,
payments made on such Advances and other appropriate debits and credits
contemplated by this Agreement.


“Agreement”
means this Loan Agreement together with all amendments, modifications and
restatements thereof.


“Bank”
means Bremer Bank, N.A., it successors or assigns.


“Borrower”
means Titan Machinery Inc., f/k/a Meyer Equipment Inc.


“Borrowing
Base Certificate” means a writing, in the form of Exhibit “A” attached
hereto, completed and signed by the Borrower as contemplated by this Agreement.


“Collateral
Documents” means the security agreement, financing statement, pledges,
intercreditor agreements, assignment of life insurance, landlord disclaimer and
consent agreements and all other collateral documents referred to in Section
3.1 and Section 8.20.


“Cost
of Goods Sold” shall have the meaning assigned to it in accordance with GAAP.


“Current
Assets” shall mean the aggregate amount of the Borrower’s assets properly shown
as current assets on its balance sheet, determined in accordance with GAAP,
minus the 



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following:  receivables and other amounts due from any
shareholder, director, officer or employee of the Borrower, and receivables and
other amounts due from any other related or affiliated Person of the Borrower.


“Current
Liabilities” shall mean the aggregate amount of the Borrower’s liabilities
properly shown as current liabilities on its balance sheet, determined in
accordance with GAAP.


“Debt”
shall mean the aggregate amount of the Borrower’s items properly shown as
liabilities on its balance sheet, determined in accordance with GAAP, less any
liabilities that constitute Subordinated Debt.


“Eligible
Equipment” means the dollar value of all equipment (including vehicles) of the
Borrower accounted for at the lower of net book value as determined in
accordance with GAAP or the appraised value of such equipment as determined by
Steffes Auction Company or such other auction company selected by the Bank
pursuant to an appraisal on terms and conditions satisfactory to the Bank.  Without limiting the discretion of the Bank
to consider any item of equipment not to be Eligible Equipment, and by way of
example only of types of equipment that the Bank will consider not to be
Eligible Equipment, notwithstanding any earlier classification of eligibility,
the following shall not be considered Eligible Equipment (i) any equipment
which is not located on the Premises of the Borrower; (ii) any equipment which
is obsolete or not useable in the normal course of the Borrower’s operations;
and (iii) any equipment in which the Bank does not have a perfected security
interest constituting a first lien.


“Eligible
Equipment Inventory” means the dollar value of New Equipment Inventory and Used
Equipment Inventory of the Borrower in which the Bank holds a first perfected
security interest accounted for at the lower of cost or fair market value
computed on a first-in-first-out basis in accordance with GAAP, which New
Equipment Inventory and Used Equipment Inventory has been paid for by the
Borrower in full and provided, further, that Eligible Equipment Inventory,
shall not, in any event, include:


(a)                                  inventory
which is (i) in-transit; or (ii) not located on the Borrower’s Premises or in
another location approved by the Bank in writing; or (iii) not subject to an
effective financing statement filed by the Bank to perfect a first security
interest in such inventory; or (iv) on consignment to or from any other Person
or subject to any bailment; or (v) subject to any lien in favor of any Person
other than the Bank;


(b)                                 raw
materials and work in process;


(c)                                  supplies,
packaging and parts inventory;


(d)                                 inventory
that is damaged, obsolete or not currently saleable in the normal course of the
Borrower’s operations;


(e)                                  inventory
that the Borrower has returned, has attempted to return, is in the process of
returning or intends to return to the vendor thereof; and


(f)                                    inventory
otherwise deemed ineligible by the Bank in its sole discretion.



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“Eligible
Parts Inventory” means the dollar value of the parts inventory of the Borrower
in which the Bank holds a perfected security interest accounted for at the
lower of cost or fair market value computed on a first-in-first-out basis in
accordance with GAAP.  Without limiting
the discretion of the Bank to consider any parts not to be Eligible Parts
Inventory, and by way of example only, Eligible Parts Inventory shall not, in
any event, include:


(a)                                  parts
inventory which are (i) in-transit; or (ii) not located on the Borrower’s Premises
or in another location approved by the Bank in writing; or (iii) not subject to
an effective financing statement filed by the Bank to perfect a security
interest in such inventory; or (iv) on consignment to or from any other Person
or subject to any bailment.


(b)                                 parts
inventory that is damaged, obsolete or not currently saleable in the normal
course of the Borrower’s operations;


(c)                                  parts
inventory that the Borrower has returned, has attempted to return, is in the
process of returning or intends to return to the vendor thereof; and


(d)                                 parts
inventory otherwise deemed ineligible by the Bank in its sole discretion.


“Eligible
Receivables” means only such accounts receivable of the Borrower as the Bank,
in its sole discretion, shall deem eligible. 
Without limiting the discretion of the Bank to consider any account
receivable not to be an Eligible Receivable, and by way of example only of
types of accounts receivable that the Bank will consider not to be Eligible
Receivables, notwithstanding any earlier classification of eligibility, the
following accounts receivable shall not be considered Eligible
Receivables:  (i) any account receivable
which is not paid in full within 90 days after it is created; (ii) any account
receivable as to which any warranty is breached; (iii) any account receivable
as to which the account debtor or other obligor disputes liability or makes any
claim; (iv) any account receivable owed by any officer, director or shareholder
of the Borrower or any of their relatives or any Person wholly or partly owned
or controlled directly or indirectly by any of them or any of their relatives;
(v) any account receivable owed by any Person as to whom a petition in
bankruptcy or other application for relief is filed under any bankruptcy,
reorganization, receivership, moratorium, insolvency or similar law; (vi) any
account receivable owed by any Person who makes an assignment for the benefit
of creditors, becomes insolvent, fails, suspends business, or goes out of
business; (vii) any account receivable owed by the United States government or
any agency of the United States government or any account owned by a Native
American Sovereign Nation; (viii) any account receivable owed by any Person if
10% or more in amount of accounts receivable owed by such Person to the
Borrower are considered ineligible; (ix) consignment receivables; (x) bonded
receivables; (xi) any account receivable constituting a retainage; (xii) any
account receivable for goods which have not been shipped or work which has not
been fully performed; (xiii) any account receivable owed by any Person outside
the United States of America; (xiv) any account receivable owed by any Person
with whose creditworthiness the Bank becomes dissatisfied; (xv) any
intercompany account receivable; and (xvi) any account receivable in which the
Bank does not have a perfected security interest constituting a first lien.



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In
the event the Borrower owes any amount to any Person that owes an account
receivable to the Borrower, such amount owed by the Borrower shall be deducted
from that portion of the account receivable which would otherwise qualify as an
Eligible Receivable and only the difference thereof shall be considered an
Eligible Receivable.  No account
receivable which does not qualify as an Eligible Receivable shall be considered
an Eligible Receivable unless the Bank, upon the written request of the
Borrower, states in writing that such account receivable is to be considered an
Eligible Receivable.


“Environmental
Laws” means all federal, state, local and foreign laws, statutes, codes,
ordinances, regulations, requirements, rules and common law relating in any way
to any hazardous or toxic materials or the protection of the environment.


“Equity
Type Financing” means the sale and issuance by the Borrower of common stock,
preferred stock, convertible subordinated debt, subordinated debt or other
equity type financing determined by the Bank in its discretion.


“Event
of Default” has the meaning specified in Section 7.1.


“Floor
Plan Note” means the promissory note referred to in Section 2.2 together with
any subsequent renewals, extensions, modifications and substitutions thereof.


“GAAP”
means the generally accepted accounting principles in the United States in
effect from time to time including, but not limited to, Financial Accounting
Standards Board (FASB) Standards and Interpretations, Accounting Principals
Board (APB) Opinions and Interpretations, and certain other accounting
principles which have substantial authoritative support.


“Guaranty”
means the guaranty of the Borrower’s Obligations by the Guarantor.  “Guarantor” means David J. Meyer.


“Letter
of Credit” means any one or more irrevocable letters of credit which may be
issued by the Bank for the account of the Borrower.  (Nothing in this Agreement shall be construed
as a commitment by the Bank to issue any letters of credit for the account of
the Borrower.)


“Letter
of Credit Amount” means the sum of (i) the aggregate amount available for
drawing under any issued and outstanding Letter of Credit, and (ii) amounts
drawn under any Letter of Credit for which the Bank has not been reimbursed.


“L/C
Application” means an application and agreement for letters of credit in the
Bank’s then current standard form.


“Net
Worth” shall mean the aggregate amount of the Borrower’s items properly shown
as assets on its balance sheet minus the aggregate amount of the Borrower’s
items properly shown as liabilities on its balance sheet, determined in
accordance with GAAP, plus Subordinated Debt.


“New
Equipment Inventory” means new whole goods inventory held for sale by the
Borrower in the ordinary course of the Borrower’s business which new equipment
inventory (i) 



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is ready for sale
to customers of the Borrower; (ii) meets all standards imposed by any
governmental agency; (iii) is located on the Premises of the Borrower; (iv) is
not obsolete; (v) is not on consignment to or from any other Person or been
sold or otherwise delivered, transferred or conveyed to any other Person or is
subject to any bailment or lease; (vi) is subject to a perfected security
interest constituting a first lien in favor of the Bank; (vii) does not have
more than fifty (50) hours of use; and (viii) is not Used Equipment Inventory.


“Notes”
means individually and collectively the Revolving Note, Floor Plan Note and
Term Note, together with any subsequent renewals, modifications, extensions and
substitutions thereof.


“Obligations”
means each and every debt, liability and obligation of every type and
description which the Borrower may now or at anytime hereafter owe to the Bank
including, without limitation, the indebtedness arising under this Agreement,
the Notes and the L/C Applications.


“Person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, limited liability company, trust, cooperative or other
business entity, unincorporated organization, or government or any agency or
political subdivision thereof.


“Premises”
means the equipment dealerships operated by the Borrower in Lisbon, Lidgerwood,
Kulm, Wishek, Jamestown, LaMoure, Wahpeton, Casselton, Bismarck, West Fargo,
and Fargo, North Dakota, Watertown, Aberdeen, Sioux Falls, Rapid City and
Redfield, South Dakota, Pipestone, Graceville, Marshall, Fergus Falls, Elbow
Lake and Moorhead, Minnesota, Waverly, Kingsley, Le Mars, Cherokee, Anthon,
Dike and Sioux City, Iowa.


“Revolving
Note” means the promissory note referred to in Section 2.1 together with any
subsequent renewals, extensions, modifications and substitutions thereof.


“Subordinated
Debt” shall mean Debt that is expressly subordinated to the Bank in a writing
acceptable to the Bank.


“Tangible
Net Worth” shall mean Net Worth minus the aggregate amount of the Borrower’s
items properly shown as the following types of assets on its balance sheet
determined in accordance with GAAP; (i) goodwill, patents, non-competes,
copyrights, mailing lists, trade names, trademarks, servicing rights,
organizational and franchise costs, bond underwriting costs, and other like
assets properly classified as intangible; (ii) leasehold improvements; (iii)
receivables, loans and other amount due from any shareholder, director, officer
or employee of the Borrower, and receivables, loans and other amounts due from
any other related or affiliated Person of the Borrower; and (iv) investments or
other interests in non-public companies, cooperatives, entities or
partnerships.


“Term
Note” means the promissory note referred to in Section 2.4 together with any
subsequent renewals, extensions, modifications and substitutions thereof.


“Total
Loan Value” means (i) seventy-five percent (75%) of the Borrower’s Eligible
Receivables; plus (ii) fifty percent (50%) of the Borrower’s Eligible Equipment
less an amount equal to the unpaid balance of any obligations owing any Person
supplying or financing the 



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purchase of or
having a lien or security interest in any equipment, other than the Bank; plus
(iii) fifty percent (50%) of the Borrower’s Eligible Equipment Inventory less
an amount equal to the unpaid balance of any obligations owing the person
supplying or financing the purchase of any equipment inventory or having a lien
or security interest in any equipment inventory, other than the Bank; plus (iv)
the Borrower’s Eligible Parts Inventory less an amount equal to the unpaid
balance of any obligations owing any Person supplying or financing the purchase
of any parts inventory or having a lien or security interest in any parts
inventory, other than the Bank, all multiplied by fifty percent (50%); less (v)
the Letter of Credit Amount; less (vi) the unpaid balance of the Term Note all
as determined by the Borrower in accordance with GAAP, consistently applied and
as reflected by and determined in accordance with the Borrowing Base
Certificate.


“Used
Equipment Inventory” means all used whole goods inventory held for sale or rent
by the Borrower in the ordinary course of the Borrower’s business which used
equipment inventory (i) is ready for sale to customers of the Borrower; (ii)
meets all standards imposed by any governmental agency; (iii) is located on the
Premises of the Borrower; (iv) is not obsolete; (v) is not on consignment to or
from any other Person or been sold or otherwise delivered, transferred or
conveyed to any other Person or is subject to any bailment or lease; (vi) is
subject to a perfected security interest constituting a first lien in favor of
the Bank; and (vii) is not New Equipment Inventory.


ARTICLE
II - AMOUNT AND TERMS OF LOANS


Section 2.1             Revolving Loan.  Subject to the terms and conditions of this
Agreement, the Bank may, in its discretion, make Advances to the Borrower under
this Section from time to time from the date hereof in the aggregate amount not
to exceed at any one time outstanding the sum of Twelve Million Dollars
($12,000,000).  Within the limits set
forth in this Section, the Borrower may borrow, prepay and re-borrow under this
Section.  The obligation to repay the
Advances made pursuant to this Section shall be evidenced by a promissory note
payable to the Bank and containing the terms relating to the repayment,
interest rate and other matters as set forth in Schedule 2.1 attached to
and made a part of this Agreement (“Revolving Note”).


Section 2.1.1             Purpose of
Advances.  The purpose for the first
Advance under Section 2.1 is to replace, but not satisfy, an existing obligation
of the Borrower to the Bank dated July, 28, 2006, in the original principal
amount of $7,000,000.  Subsequent
Advances under Section 2.1 shall be used solely for the short term working
capital requirements of the Borrower.


Section 2.1.2             Making Advances.
 Each Advance under the Revolving Note
shall be made on written, oral, electronic or telephonic request from any
Person purporting to be authorized to request Advances on behalf of the
Borrower or in such other manner as the Bank and the Borrower may from time to
time agree; which notice or request shall specify the date of the requested
Advance and the amount thereof.  Upon the
Borrower’s fulfillment of the applicable conditions set forth in Article III,
the Bank may disburse the amount of the requested Advance by crediting the same
to the Borrower’s demand deposit account maintained with the Bank or in such
other manner as the Bank and the Borrower may from time to time agree.  Any request for an Advance, whether 



 6
 









written, oral,
electronic or telephonic, shall be deemed to be a representation that the
statements set forth in Section 3.2 are correct.  Any Advance request pursuant to Section 2.1
shall be made at least one bank business day prior to the date of the desired
Advance and shall be made by Kevin Harrison or David J. Meyer or Ted
Christianson or Peter Christianson on behalf of the Borrower.  Notwithstanding the immediately foregoing
sentence, in the absence of bad faith on the part of the Bank, the Borrower shall
be obligated to repay all Advances notwithstanding the fact that the Person
requesting the same was not in fact authorized to do so.


Section 2.1.3             Discretionary
Advances.  The Borrower understands
and agrees that notwithstanding that conditions to Advances and various
covenants and Events of Default are set forth herein as would be common to a
loan agreement in which the lender made a commitment to lend, the Bank may, in
its sole discretion and for any reason whatsoever, refuse to make Advances
pursuant to Section 2.1 even though the Borrower may be in perfect compliance
with this Agreement.


Section 2.1.4             Loan Advance
Formula.  The Borrower’s ability to
request Advances pursuant to Section 2.1 shall be limited in the aggregate
principal amount at any one time outstanding, to the lesser of:  (a) $12,000,000; or (b) the Total Loan
Value.  Notwithstanding anything to the
contrary in this Agreement or under the terms of the Revolving Note, if at any
time the aggregate principal amount outstanding under the Revolving Note
exceeds the lesser of (a) $12,000,000 or (b) the Total Loan Value, the
Borrower shall immediately repay to the Bank the amount of the excess which
payment shall be applied to the Revolving Note.


Section 2.1.5             Clean Up.  Notwithstanding anything to the contrary
contained in this Agreement or the Revolving Note, the Borrower agrees that for
a period of fifteen (15) consecutive days during the term of the Revolving
Note, there shall be no outstanding balance owing the Bank under the Revolving
Note.


Section 2.1.6             Non-Usage Fee.  The Borrower shall pay the Bank a non-usage
fee (“Non-Usage Fee”) at an annual rate equal to .50% applied to the average
monthly unused amount of the Revolving Note, as determined by the Bank in its
reasonable discretion, payable monthly on the 1st day of each month, in arrears.  Any Non-Usage Fee remaining unpaid at the
time the Revolving Note is due and payable in full shall be due and payable on
that date.


Section 2.2             Floor Plan Loan.  Subject to the terms and conditions of this
Agreement, the Bank may, in its discretion, make Advances to the Borrower under
this Section from time to time from the date hereof in an aggregate amount not
to exceed at any one time outstanding the sum of Two Million Dollars
($2,000,000).  Within the limits set
forth in this Section, the Borrower may borrow, repay and reborrow under this
Section.  The obligation to repay the
Advances made pursuant to this Section shall be evidenced by a master floor
plan note payable to the Bank, containing the terms relating to the repayment,
interest rate and other matters as set forth in Schedule 2.2 attached to
this Agreement (hereinafter referred to as the “Floor Plan Note”).



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Section 2.2.1             Purpose of
Advances.  The purpose for Advances
under Section 2.2 is for the purchase and floor planning of New Equipment
Inventory and Used Equipment Inventory by the Borrower.  The first Advance under Section 2.2 is to
replace, but not satisfy, an existing obligation of the Borrower to the Bank
dated July 28, 2007 in the original principal amount of $2,000,000.


Section 2.2.2             Loan Advances.  Each time the Borrower desires an Advance for
the purpose of financing an item of New Equipment Inventory or Used Equipment
Inventory pursuant to Section 2.2, the Borrower shall (i) deliver to the Bank a
manufacturer’s certificate of origin or certificate of title, as applicable,
free and clear of all liens and encumbrances; (ii) deliver to the Bank, in a
form satisfactory to the Bank, evidence of the Borrower’s purchase or
acquisition of the item of New Equipment Inventory or Used Equipment Inventory,
and (iii) complete, sign and deliver to the Bank an advance request in the form
attached to this Agreement as Schedule 2.2.2, containing a description
and the Borrower’s cost of the item of New Equipment Inventory or Used
Equipment Inventory (not previously listed on any schedule submitted under this
Section and not previously financed by the Bank or a third party) as to which
the Borrower is requesting an Advance, together with such other information as
the Bank may require, at which time the Bank may, in its discretion,
Advance:  (i) up to ninety percent (90%)
of the Borrower’s purchase price for the item of New Equipment Inventory, less
applicable discounts, rebates, freight and preparation charges; or (ii) up to
seventy-five percent (75%) of the “trade premium” value of the item of Used
Equipment Inventory as listed in the most current NAEDA Official Guide
published by Iron Solution.  Each Advance
under this Section shall be evidenced by an entry in the Borrower Loan Account
which shall be conclusive evidence of such borrowing and by the Floor Plan
Note.


Section 2.2.3             Borrower Loan
Account.  Each Advance made by the
Bank hereunder shall be entered by the Bank as a debit in the Borrower’s Loan
Account.  The Bank shall also debit or credit,
as the case may be, to the Borrower’s Loan Account all other charges, expenses
and other items of property chargeable to the Borrower in accordance with the
Bank’s customary practice; all payments made by the Borrower on account of the
indebtedness evidenced by the Floor Plan Note; and other appropriate debits and
credits.  All credits are subject to
receipt of final collection of cash by the Bank.


Section 2.2.4             Discretionary
Advances.  Notwithstanding that
conditions to Advances and various covenants and Events of Default are set
forth herein as would be common to a loan agreement in which the lender made a
commitment to lend, the Bank may, in its sole discretion and for any reason
whatsoever, refuse to make Advances pursuant to Section 2.2 even though the
Borrower may be in perfect compliance with this Agreement.


Section 2.2.5             Making Advances.  Each Advance under the Floor Plan Note shall
be made on written, oral, electronic or telephonic request from any Person
purporting to be authorized to request Advances on behalf of the Borrower,
which notice or request shall specify the date of the requested Advance and the
amount thereof.  Upon the Borrower’s
fulfillment of the applicable conditions set forth in Article III, the Bank 



 8
 









may disburse
the amount of the requested Advance by crediting the same to the Borrower’s
demand deposit account maintained with the Bank or in such other manner as the
Bank and the Borrower may from time to time agree.  Any request for an Advance, whether written,
oral, electronic or telephonic, shall be deemed to be a representation that the
statements set forth in Section 3.2 are correct.  Any Advance request pursuant to Section 2.2
shall be made at least one bank business day prior to the date of the desired
Advance and shall be in an amount not less than $5,000 and shall be made by
Kevin Harrison or David J. Meyer or Ted Christianson or Peter Christianson on
behalf of the Borrower.  Notwithstanding
the immediately foregoing sentence, in the absence of bad faith on the part of the
Bank, the Borrower shall be obligated to repay all Advances notwithstanding the
fact that the Person requesting the same was not in fact authorized to do so.


Section 2.2.6             Curtailments.  In addition to the terms of payment that may
be contained in the Floor Plan Note, and unless demanded earlier by the Bank,
the Borrower agrees to make additional payments to the Bank in the
following manner with respect to each Advance made pursuant to Section 2.2:


(a)                                  Any
Advances made by the Bank will be paid in full upon the sale or lease of any
item of New Equipment Inventory or Used Equipment Inventory for which the Bank
has made an Advance under Section 2.2; and


(b)                               Five
percent (5%) of the outstanding principal balance of each Advance shall be due
each month beginning on the five (5) month anniversary date of the Advance for
the purchase by the Borrower of any item of New Equipment Inventory or Used
Equipment Inventory.


Curtailments with respect to New Equipment Inventory
and Used Equipment Inventory financed by the Bank prior to the execution of
this Agreement, which indebtedness was replaced but not satisfied by virtue of
the execution of the Floor Plan Note, shall be in accord with 2.2.6 (a) and
2.2.6 (b) based on the original date of the Advance for that particular item of
New Equipment Inventory or Used Equipment Inventory.  Nothing in this Section 2.2.6 shall be
construed to waive, extend or otherwise modify the maturity date of the Floor
Plan Note.


Section 2.3             Letters of Credit.  The Bank may in its sole discretion, issue
for the Borrower’s account, from the date hereof to and including July 31, 2008
or until an Event of Default occurs, whichever occurs first, one or more
irrevocable standby letters of credit (each a “Letter of Credit”) to be used to
secure payment to supplier(s) of the Borrower in connection with the Borrower’s
purchase of inventory from such suppliers. 
The Bank shall have no obligation to issue any Letter of Credit to the
extent its face amount would exceed, when combined with the face amount of
other issued Letters of Credit, the sum of $1,000,000 or, when combined with
Advances made under Section 2.1 would exceed the Total Loan Value.  Each Letter of Credit, if any, shall be
issued pursuant to a separate L/C Application entered into by the Borrower and
the Bank for the benefit of the issuer, completed in a manner satisfactory to
the Bank.  The terms and conditions set
forth in each such L/C Application shall supplement the terms and conditions
hereof, but if the terms of any such L/C Application and the terms of this 



 9
 









Agreement are inconsistent, the terms of this Agreement shall
control.  No Letter of Credit shall be
issued with an expiry date later than July 31, 2008.


Section 2.3.1             Payment of Amounts
drawn under Letters of Credit Obligation of Reimbursement.  The Borrower civil reimburse the Bank for all
draws under any Letter of Credit in accordance with the applicable L/C
Application as follows:


(a)                                  The
Borrower hereby agrees to pay the Bank on the day a draft is honored under any
Letter of Credit a sum equal to all amounts drawn under such Letter of Credit
plus any and all reasonable charges and expenses that the Bank may pay or incur
relative to such draw and the applicable L/C Application, plus interest on all
such amounts, charges and expenses as set forth below (the Borrower’s
obligation to pay all such amounts is herein referred to as the “Obligation of
Reimbursement”).


(b)                                 Whenever
a draft is submitted under a Letter of Credit, the Bank shall make an Advance
under Section 2.1 in the amount of the Obligation of Reimbursement and shall
apply the proceeds of such Advance thereto. 
Such Advance shall be repayable in accordance with and be treated in all
other respects as an Advance under Section 2.1.


(c)                                  If
a draft is submitted under a Letter of Credit when the Borrower is unable,
because an Event of Default then exists or for any other reason, to obtain an
Advance to pay the Obligation of Reimbursement, the Borrower shall pay to the
Bank on demand and in immediately available funds, the amount of the Obligation
of Reimbursement together with interest, accrued from the date of the draft
until payment in full.  Notwithstanding
the Borrower’s inability to obtain an Advance for any reason, the Bank is
irrevocably authorized, in its sole discretion, to make an Advance in an amount
sufficient to discharge the Obligation of Reimbursement and all accrued but
unpaid interest thereon.


(d)                                 The
Borrower’s obligation to repay any Advance made under this Section 2.3, shall
be evidenced by the Revolving Note.


Section 2.3.2 Discretionary Advances.  The Bank may at any time and for any reason
refuse to make an Advance or to issue a Letter of Credit for the Borrower’s
account whether the Borrower is or is not in compliance with this
agreement.  The Bank need not show that
an adverse change has occurred in the Borrower’s condition, financial or
otherwise, in order to refuse to issue any Letter of Credit.


Section 2.4             Term Loan.  Subject to and upon the terms, covenants and
conditions set forth in this Agreement, the Bank agrees to make a single
Advance to the Borrower under this Section in the sum of Eight Million Dollars
($8,000,000).  The obligation to repay
the Advance made pursuant to this Section shall be evidenced by a promissory
note payable to the Bank, containing the terms relating to the repayment,
interest rate and other matters as set forth in Schedule 2.4 attached to
and made apart of this Agreement (“Term Note”). 
The Advance made 



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pursuant to
this Section shall not be on a revolving credit basis and, accordingly, the
Borrower shall not be entitled to re-borrow upon any repayment.


Section 2.4.1             Purpose of
Advances.  The purpose for the
Advance under this Section 2.4 is to replace, but not satisfy, an existing
obligation of the Borrower to the Bank dated July 28, 2006 in the original
principal amount of $6,300,000 and for the long term working capital
requirements of the Borrower.


Section 2.5             Payment.  All payments of principal and interest under
this Agreement or the Notes shall be made to the Bank in immediately available
funds.  The Borrower agrees that the
amount shown on the books and records of the Bank as being the aggregate amount
of Advances outstanding under the Notes shall be prima facie evidence of the principal
amount of the Notes then outstanding. 
The Borrower hereby authorizes the Bank, if and to the extent payment is
not promptly made pursuant hereto, to charge against the Borrower’s account
with the Bank an amount equal to the accrued interest and principle from time
to time due and payable to the Bank under the Notes.


Section 2.6             Payment on Non-Business Days.  Whenever any payment to be made hereunder or
under the Notes shall be stated to be due on a Saturday, Sunday or a holiday
for banks under the laws of the State of North Dakota, or the United States,
such payment may be made on the next succeeding bank business day, and such
extension of time shall in such case be included in the computation of payment
of interest on the Notes.


Section 2.7             Late Fees.  The Borrower agrees to pay to the Bank a late
payment service charge in an amount equal to five percent (5%) of any
installment of principal or interest (excluding any final installment) not
received by the Bank with respect to the Notes within ten (10) days of the date
due but in no event shall such late payment service charge exceed the maximum
amount allowed by law.  Acceptance by the
Bank of any late fee shall not constitute a waiver of any Event of Default.


Section 2.8             Prepayment Premium.  The Borrower may prepay the Term Note, in whole
or in part, at any time and from time to time subject to the prepayment premium
set forth in this Section.  Specifically,
the amount of prepayment, if any, in excess of ten percent (10%) of any
regularly scheduled principal payment under the Term Note shall be subject to a
prepayment premium (which the Borrower shall pay on demand by the Bank) equal
to the present value of the income lost by the Bank based upon the difference
between the rate of interest with respect to the Term Note at the time of prepayment
and the yield on a similar term note priced in the interest rate environment at
the time of prepayment over the same remaining pricing maturity.  Any payments on the principal of the Term
Note using proceeds of any condemnation or insurance award, from refinancing,
from the sale of any of the property subject to the Collateral Documents and
any other payments on the principal of the Term Note from any other source in
excess of any principal payment scheduled pursuant to the Term Note shall be
deemed a prepayment for purposes of this Section.  All prepayments may be applied by the Bank
first toward reduction of the last maturing installment or installments of the
Term Note and shall not modify the due date or amount of the remaining unpaid
installments.



 11















ARTICLE III - CONDITIONS OF LENDING


Section 3.1             Conditions
Precedent to Initial Advance.  The
willingness of the Bank to consider making the Advances under Article II
(including the initial Advance) is subject to the condition precedent that the
Bank shall have received on or before the day of such Advance all of the
following, each dated (unless otherwise indicated) such day, in form and
substance satisfactory to the Bank:


(a)                                  The
Revolving Note, Floor Plan Note and Term Note duly executed.


(b)                                 A
certified copy of the resolutions of the Borrower authorizing the execution,
delivery and performance of this Agreement, the Notes, Collateral Documents and
other matters contemplated hereby.


(c)                                  Copies
of the articles of incorporation and bylaws of the Borrower certified by its
secretary as being true and correct.


(d)                                 Evidence
that the Borrower is in good standing with the office of the North Dakota
Secretary of State, Minnesota Secretary of State, South Dakota Secretary of
State and Iowa Secretary of State.


(e)                                  The
absolute and unconditional guaranty of the Obligations by the Guarantor subject
to limitations, if any, set forth in the Guaranty.


(f)                                    Intercreditor
agreements executed by Case LLC, Case Credit Corporation, New Holland Credit
Company, LLC, New Holland North America, Inc., GE Commercial Distribution
Finance Corporation and such other third party creditors of the Borrower as the
Bank deems necessary, in form and content satisfactory to the Bank.


(g)                                 As
security to assure repayment of the Obligations, an original life insurance
policy insuring the life of David J. Meyer for an amount not less than
$1,500,000 issued by an insurer acceptable to the Bank, together with a
collateral assignment of such policy by the Borrower or owner in the event the
Borrower is not the owner or such policy.


(h)                                 A
security agreement duly executed and related financing statement, together with
any such other documentation required by the Bank, whereby to secure the
Obligations of the Borrower to the Bank, the Borrower grants the Bank a
perfected security interest in all of the Borrower’s inventory, equipment,
fixtures, contract rights, accounts and other rights to payment, deposit
accounts and general intangibles whether now owned or hereafter acquired and
wherever located and the products and proceeds thereof all as more specifically
set forth in the security agreement.


(i)                                     Evidence
that the assignment referred to in (g) above is a first assignment and evidence
that the security interest granted by the security agreement referred to in (h)
above is subject only to the prior liens, if any, contemplated by the 



 12
 









intercreditor agreements referred to in (f) above and
the purchase money liens contemplated by Section 6.2 (f).


(j)                                   A
certificate of insurance evidencing a policy or policies of insurance covering
the Borrower’s operations and property as required by Section 5.7 of this
Agreement, such policy to insure against all risks and names the Bank as
mortgagee/lender loss payee on all property policies which insures the property
of the Borrower subject to the Collateral Documents.


(k)                                A
signed copy of an opinion of counsel for the Borrower and the Guarantor
addressed to the Bank and its participants in form and substance acceptable to
the Bank.


(l)                                     A
completed Borrowing Base Certificate.


(m)                             Copies
of all leases of real property under which the Borrower is a tenant, together
with a Landlord’s Disclaimer and Consent in favor of the Bank, in form and
content acceptable to the Bank, from the landlord of each such lease properly
executed on behalf of such landlord.


(n)                                 Any
and all other agreements, documents, instruments and powers as the Bank may
require or deem necessary, in its sole discretion, to carry into effect the
purposes of the documents described in this Section 3.1 and this Agreement.


Section 3.2             Conditions Precedent to Advance.  The willingness of the Bank to consider
making each Advance (including the initial Advance) under Article II is subject
to the further conditions precedent that on the date of such Advance.


(a)                                  The
representations and warranties contained in Article IV are correct on and as of
the date of such Advance as though made on and as of such date, except to the
extent that such representations and warranties relate solely to an earlier
date.


(b)                                 No
event has occurred and is continuing, or would result from such Advance, which
constitutes an Event of Default or would constitute an Event of Default but for
the requirement that notice be given or time elapse or both.


ARTICLE
IV - REPRESENTATIONS AND WARRANTIES


In
order to induce the Bank to consider making the Advances described in this
Agreement, the Borrower hereby represents, warrants and certifies to the Bank
as follows:


Section 4.1             Existence and Power.  The Borrower is a North Dakota corporation
duly organized, validly existing and in good standing under the laws of the
State of North Dakota, and is duly licensed or qualified to transact business
in all jurisdictions, where the character of the property owned or leased or
the nature of the business transacted by it makes such licensing or
qualification necessary.  The Borrower’s
chief executive office is located in Fargo, North Dakota.  The Borrower has all requisite power and
authority to conduct its business, to own its 



 13
 









properties and to execute and deliver, and to perform all of its
obligations under this Agreement, the Notes and the Collateral Documents.


Section 4.2             Authorization of Borrowing; No Conflict
as to Law or Agreements.  The
execution, delivery and performance by the Borrower of this Agreement, the Notes
and the Collateral Documents, has been duly authorized by all necessary
corporate action and does and will not (i) require any consent or approval of
the shareholders of the Borrower, or any authorization, consent or approval by
any governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, (ii) violate any provision of any law,
rule or regulation or of any order, writ, injunction or decree presently in
effect having applicability to the Borrower or of the articles of incorporation
or bylaws of the Borrower, (iii) result in a breach of or constitute a default
under any indenture or loan or credit agreement, lease or instrument to which
the Borrower is a party or by which its properties may be bound or affected, or
(iv) result in or require the creation or imposition of any mortgage, deed of
trust, pledge, lien, security interest, or other charge or encumbrance of any
nature (other than under the Collateral Documents) upon or with respect to any
of the properties now owned or hereafter acquired by the Borrower.


Section 4.3             Financial Condition.  The Borrower has furnished the Bank with an
audited financial statement as of January 31, 2007.  The financial statement fairly represents the
financial condition of the Borrower on the date thereof, and was prepared in
accordance with GAAP.  There has been no
material adverse change in the business, properties or condition (financial or
otherwise) of the Borrower since the date of the financial statement.


Section 4.4             Litigation.  Except as set forth in Schedule 4.4,
there are no actions, suits or proceedings pending or, to the knowledge of the
Borrower, threatened or affecting the Borrower or Guarantor, or the properties
of the Borrower or Guarantor before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign,
which would have a material adverse affect on the financial condition,
properties or operations of the Borrower or Guarantor.


Section 4.5             Taxes.  The Borrower has filed all federal, state and
local tax returns which to the knowledge of the Borrower are required to be
filed and has paid or caused to be paid to the respective taxing authorities
all taxes as shown on said returns or on any assessment received by them to the
extent such taxes have become due.


Section 4.6             Titles and Liens.  The Borrower has good title to each of the
properties and assets reflected in the latest financial statement referred to
in Section 4.3 free and clear of all mortgages, security interests, liens and
encumbrances except for mortgages, security interests and liens disclosed on
such financial statement.


Section 4.7             Legal Agreements.  This Agreement constitutes, and the Notes,
and the Collateral Documents, when executed and delivered hereunder, will
constitute the legal, valid and binding obligations of the Borrower (or the
maker thereof), enforceable against it in accordance with their respective
terms, except as enforcement may be limited by the application of bankruptcy
and other laws effecting creditors’ rights generally.



 14
 









Section 4.8             Default.  The Borrower is not in default of a material
provision under any material agreement, instrument, decree or order to which it
is a party or by which its properties are bound or affected.


Section 4.9             Pension Plans.  The Borrower has not established or
maintained, or made any contributions to, any employee benefit plan which is
subject to Part 3 of Subtitle B of Title 1 of ERISA or, if such a plan has been
so established, maintained or contributed to, such plan did not have any “accumulated
funding deficiency” (as that term is defined in Section 302 of ERISA) as of the
date hereof, and, without limiting the generality of the foregoing, the
Borrower has not incurred any material liability to the Pension Benefit
Guaranty Corporation with respect to any such plan.


Section 4.10           Environmental
Matters.


(a)                                  The
Borrower is not in violation of any Environmental Laws; and


(b)                                 No
disposal or release of any hazardous or toxic material has occurred on, from or
under any property owned, operated or controlled by the Borrower, except as may
have occurred in accordance with all applicable Environmental Laws; and


(c)                                  There
has been no treatment, manufacturing, refining, handling or storage of any
hazardous or toxic material at any property owned, operated or controlled by
the Borrower, except as may have occurred in accordance with all applicable
Environmental Laws; and


(d)                                 No
litigation, investigation or administrative action has been commenced or is
pending or threatened, nor has any settlement been reached with any public or
private party or parties, or any order issued, relating in any way to any
alleged or actual presence, disposal or release of any hazardous or toxic
material or any violation of any Environmental Laws with respect to any
property owned, operated or controlled by the Borrower; and


(e)                                  The
Borrower and all tenants of the Borrower have filed all notices and permit
applications required to be filed under the Environmental Laws with respect to
their businesses, property and operations; and


(f)                                    Except
as set forth in Schedule 4.10(f), at the Borrower has no known
contingent liability with respect to its business, property or operations as
now or previously owned, operated, controlled or conducted by the Borrower in
connection with any hazardous or toxic material or any Environmental Laws.


Section 4.11           Financial
Statements/Guarantor.  Any and all
financial statements delivered to the Bank by the Guarantor are true and
correct in all respects and fairly represent the financial condition of the
Guarantor as of their respective dates thereof. 
No material adverse changes have occurred in the financial conditions
reflected therein since the respective dates thereof.  None of the aforesaid financial statements or
any certificate or statement furnished to the Bank by or on behalf of the
Guarantor in connection with the transactions contemplated hereby contains any
untrue statement of a material fact or omits to state a material fact necessary




 15
 









in order to make the statements contained herein not misleading.  There is no fact which materially adversely
affects or in the future (so far as the Borrower can now foresee) may
materially adversely affect the business or prospects or condition (financial
or otherwise) of the Guarantor or its properties or assets.  The Guarantor has good title to each of the
properties and assets reflected in the financial statements referred to herein,
free and clear of all mortgages, security interests, liens and encumbrances
except for mortgages, security interests in liens disclosed on such financial
statements.


Section 4.12           Use of Loans.  The Borrower is not engaged, or as one or its
important activities, in the business of extending credit for the purpose of
purchasing or carry margin stock (within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System), and no part of the proceeds
of any Advance hereunder will be used to purchase or carry any such margin
stock or to extend credit to others for the purpose of purchasing any such
margin stock.


Section 4.13           Licenses,
Franchises, Etc.  The Borrower
possesses adequate licenses, permits, franchises, patents, copyrights, trade
marks and trade names, or rights thereto, to conduct its business substantially
as now conducted and as presently proposed to be conducted.


Section 4.14           Consents.  No consent, approval, order or authorization
of, or registration, declaration or filing with, or notice to, any governmental
authority or any third party is required in connection with the execution and
delivery of this Agreement, the Notes, Collateral Documents, Guaranties, or any
other agreements or instruments mentioned in this Agreement to which the
Borrower or the Guarantor are a party, or in connection with the carrying out
or performance of any of the transactions required or contemplated hereby or
thereby or, if required, such consent, approval, order or authorization has
been obtained or such registration, declaration or filing has been accomplished
or such notice has been given prior to the date hereof.


Each of the
representations and warranties made in this Article IV shall be deemed to be
repeated and reaffirmed on and as of the date any Advance is made by the Bank
to the Borrower pursuant to Article II hereof and as of the date any Letter of
Credit is issued pursuant to Article II hereof.


ARTICLE
V - AFFIRMATIVE COVENANTS


So
long as Obligations to the Bank shall remain unpaid, the Borrower will comply
with the following requirements unless the Bank shall otherwise consent in writing,
all in form and substance acceptable to the Bank:


Section 5.1             Financial Statements, Litigation, Etc.


(a)                                  The
Borrower will deliver to the Bank, as soon as available and in any event within
120 days after the end of each fiscal year of the Borrower, a copy of the audit
report of the Borrower with the unqualified opinion of independent certified
public accountants selected by the Borrower and acceptable to the Bank, all in
reasonable detail and all prepared in accordance with GAAP.



 16
 









(b)                                 As
soon as available and in any event on or before April 30`h of each year, the
Borrower shall deliver to the Bank a copy of the financial statement of the
Guarantor for the immediately preceding year, all in reasonable detail.


(c)                                  The
Borrower will deliver to the Bank within 30 days after the end of each calendar
month, a balance sheet of the Borrower as of the end of such month, a related
statement of earnings and retained earnings for such period and for the year to
date, and an accounts receivable aging report and accounts payable report, in
reasonable detail and staling in comparative form the figures for the
corresponding date and period of the previous year, all prepared in accordance
with GAAP.


(d)                                 As
soon as available and in any event within 120 days after the end of each fiscal
year of the Borrower and calendar year of the Guarantor, the Borrower shall
deliver to the Bank copies of the federal and state tax returns (including all
forms and supporting schedules) filed by the Guarantor and the Borrower for
such year.


(e)                                  Immediately
after the commencement thereof, the Borrower shall provide the Bank with notice
in writing of all litigation affecting the Borrower or the Guarantor of the
type described in Section 4.4 or which seek a monetary recovery against the
Borrower or the Guarantor in excess of $50,000.


(f)                                    Immediately
upon the occurrence thereof, the Borrower shall give the Bank notice of the
occurrence of any Event of Default under this Agreement or any event of which
the Borrower has knowledge and which, with the passage of time, or giving of
notice or both, would constitute an Event of Default under this Agreement.


(g)                                 Immediately
upon the occurrence thereof, the Borrower shall give the Bank notice of any
material adverse change in the operations, business, properties, assets or
conditions, financial or otherwise, of the Borrower or the Guarantor, which
could adversely and materially affect the Borrower’s or the Guarantor’s ability
to perform its respective obligations under this Agreement, the Note, the
Collateral Documents or the Guaranty.


(h)                               The
Borrower will deliver to the Bank within 30 days after the end of each calendar
month, and as often as the Bank may request, a completed Borrowing Base
Certificate.


(i)                                     The
Borrower will deliver to the Bank at such times as the Bank may request, the
most current Dealer Statement from Case and New Holland detailing which items
of the Borrower’s inventory are subject to floor plan financing from Case and
New Holland as well as comparable documentation from GE Commercial Distribution
Finance Corporation.


(j)                                     The
Borrower will deliver to the Bank at such times as the Bank may request, a
monthly inventory report and new inventory orders report of the Borrower.



 17
 









(k)                                  Concurrently
with the delivery of the audit report referred to in (a) above, a certificate
by the CEO of the Borrower (i) certifying as to whether there exists an Event
of Default on the date of such certificate or if an Event of Default then
exists specifying the details thereof and the action which the Borrower has
taken or proposes to take with respect thereto, (ii) setting forth in
reasonable detail calculations demonstrating compliance with the financial
covenants set forth in this Agreement, and (iii) stating whether any change in
GAAP or the application thereof has occurred since the date of the Borrower’s
most recent previously delivered audited financial statements and, if any
changes occurred, specifying the effect of such change on the financial
statements accompanying such certificate.


(l)                                   Concurrently
with the delivery of the audit report referred to in (a) above, a certificate
of the accounting firm reported on such financial statements stating whether it
obtained any knowledge during the course of its examination of such financial
statements of the occurrence of an Event of Default, (which certificate may be
limited to the extent required by accounting rules and guidelines).


(m)                             The
Borrower shall deliver such other information respecting the financial
condition and results of operations of the Borrower and the Guarantor as the
Bank may from time to time request.


Section 5.2             Books and Records; Inspection and
Examination.  The Borrower will keep
accurate books of record and account in which true and complete entries will be
made in accordance with GAAP consistently applied and, upon request of the
Bank, will give any representative of the Bank access to, and permit such
representative to examine, copy or make extracts from, any and all books,
records and documents in its possession, to inspect any of its properties and
to discuss its affairs, finances and accounts with any of its principal
officers, all at such times during normal business hours and as often as the
Bank may reasonably request.  In
addition, the Borrower agrees to permit the Bank or its agents or
representatives, at the Borrower’s expense, to conduct periodic collateral
audits of the Borrower’s business and inventories, such audits to be conducted
not less often than once each calendar quarter should the Bank so desire.


Section 5.3             Compliance with Laws.  The Borrower will comply with the
requirements of applicable laws and regulations, the noncompliance with which
would materially and adversely affect its business or its financial condition.


Section 5.4             Payment of Taxes and Other Claims.  The Borrower will pay or discharge all taxes,
assessments and governmental charges levied or imposed upon it or upon its
income or profits, or upon any properties belonging to it, prior to the date on
which penalties attach thereto and all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien or charge upon any
properties of the Borrower provided, that the Borrower shall not be required to
pay any such tax, assessment, charge or claim whose amount, applicability or
validity is being contested in good faith by appropriate proceedings.


Section 5.5             Maintenance of Properties.  The Borrower will keep and maintain all of
its properties necessary or useful in its business in good condition, repair
and working order; 



 18
 









provided, however, that nothing in this Section shall prevent the
Borrower from discontinuing the operation and maintenance of any of its
properties if such discontinuance is, in its judgment, desirable in the conduct
of its business and not disadvantageous in any material respect to the Bank as
holder of the Notes.


Section 5.6             Preservation of Existence.  The Borrower will preserve and maintain its
corporate existence and all of its rights, privileges and franchises; provided,
however, that the Borrower shall not be required to preserve any of its rights,
privileges and franchises if the Borrower shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Borrower
and that the loss thereof is not disadvantageous in any material respect to the
Bank as the holder of the Notes.


Section 5.7             Insurance.  The Borrower shall (i) keep all of its
properties adequately insured at all times with responsible insurance carriers
against loss or damage by fire and other hazards, (ii) maintain adequate
insurance at all times with responsible insurance carriers against liability on
account of damage to persons or property, and (iii) maintain adequate insurance
covering such other risks as the Bank may reasonably request.  For purposes of this Section, insurance shall
be deemed adequate if the same is not less extensive in coverage and amount as
is customarily maintained by other entities engaged in the same or similar
business.  All insurance policies shall
name the Bank as loss payee or beneficiary and shall otherwise be acceptable to
the Bank.  The Borrower shall provide the
Bank with a detailed list of the insurance in effect, setting forth the names
of the insurance companies, the amounts and rights of insurance, the dates of
expiration, and the properties and risks covered thereby.  Acceptance of the insurance policies referred
to above shall not bar the Bank from requiring additional insurance which it
deems reasonably necessary.  The policies
of insurance referred to herein shall contain an agreement of the insurer to
give not less than thirty (30) days advance written notice to the Bank in the
event of cancellation of such policy or change affecting the coverage
thereunder.  All such insurance companies
shall be licensed to transact business in the State of North Dakota or in the
state where the property is located.  In
the event the Borrower fails to pay any premium on any such insurance, the Bank
may do so, and the Borrower shall reimburse the Bank for any such payment on
demand.


Section 5.8             Environment.  The Borrower shall remain in compliance with
the provisions of all Environmental Laws and shall notify the Bank immediately
of any notice of any hazardous discharge or other environmental complaint
received from any governmental agency or any other Person and shall immediately
contain or remove the same in compliance with all applicable laws and promptly
pay any fine or penalty assessed in connection therewith.  The Borrower hereby agrees to defend, indemnify,
and hold the Bank harmless from and against any and all claims, damages,
judgments, penalties, costs, and expenses (including attorney fees and court
costs now or hereafter arising from the enforcement of this Section) arising
directly or indirectly from the activities of the Borrower, its predecessors in
interest, or third parties arising directly or indirectly from any violation of
any Environmental Laws.  This indemnity
shall survive termination of this Agreement.



 19
 









ARTICLE
VI - NEGATIVE COVENANTS


So
long as the Obligations of the Borrower to the Bank remain unpaid, the Borrower
agrees that, without the prior written consent of the Bank:


Section 6.1             Indebtedness.  The Borrower will not incur, create, assume
or permit to exist any indebtedness or liability on account of deposits or advances
or any indebtedness for borrowed money, or any other indebtedness or liability
evidenced by notes, bonds, debentures, installment sale contracts or similar
obligations except the following:


(a)                                  Pledges
or deposits held by the Borrower under federal and state laws relating to the
payroll of the Borrower.


(b)                                 The
obligations to the Bank under the Notes.


(c)                                  The
indebtedness and obligations described in the financial statement referred to
in Section 4.3 of this Agreement.


(d)                                 Purchase
money obligations incurred by the Borrower for new inventory purchased by the
Borrower in the ordinary course of the operation of the business of the
Borrower.


(e)                                  Equity
Type Financing contemplated by Section 6.17 including the Equity Type Financing
described in Schedule 6.17 attached hereto.


Section 6.2             Liens.  The Borrower will not create, incur, assume
or suffer to exist any mortgage, deed of trust, pledge, lien, security
interest, or other charge or encumbrance of any nature on any of its assets,
now owned or hereafter acquired or assign or otherwise convey any right to
receive income excluding, however, from the operation of the foregoing:


(a)                                  Liens
for taxes or assessments or other governmental charges to the extent not
required to be paid by Section 5.4.


(b)                                 Materialmen’s,
merchants’, carriers’, workmen’s, repairmen’s or other like liens arising in
the ordinary course of business to the extent not required to be paid by
Section 5.4.


(c)                                  Pledges
or deposits to secure obligations under workmen’s compensation laws, unemployment
insurance and social security laws, or to secure the performance of bids,
tenders, contracts (other than for the repayment of borrowed money) or leases
or to secure statutory obligations or surety or appeal bonds, or to secure
indemnity, performance or other similar bonds in the ordinary course of
business.


(d)                                 Zoning
restrictions, easements, licenses, restrictions on the use of real property or
minor irregularities in title thereto, which do not materially impair the use
of such property in the operation of the Borrower’s business or the value of
such property for the purpose of such business.


(e)                                  Security
interest and liens granted to the Bank under the Collateral Documents.



 20
 









(f)                                    Purchase
money security interests for new inventory purchased by the Borrower from its
suppliers in the ordinary course of the operation of the business of the
Borrower.


(g)                                 The
security interests, mortgages and liens that are reflected on the financial
statement of the Borrower referred to in Section 4.3 of this Agreement.


Section 6.3             Conduct of Business.  The Borrower will not enter into or engage in
any business which is not presently conducted by the Borrower.


Section 6.4             Sale of Assets.  The Borrower will not sell, lease, assign,
transfer or otherwise dispose of any of its assets (whether in one transaction
or in a series of transactions) to any Person other than in the ordinary course
of business.


Section 6.5             Sale and Leaseback.  The Borrower will not enter into any
arrangement, directly or indirectly, with any other Person whereby it shall
sell or transfer any real or personal property, whether now owned or hereafter
acquired, and then or thereafter rent or lease as lessee such property or any
part thereof or any other property which it intends to use for substantially the
same purpose or purposes as the property being sold or transferred.


Section 6.6             Consolidation/Merger.  The Borrower will not consolidate with or
merge into any Person or permit any other Person to merge into it, or acquire
(in a transaction analogous in purpose or effect to a consolidation or merger),
any assets of any Person.


Section 6.7             Guaranties.  With the exception of its guaranty of certain
obligations of the Meyer Family Limited Partnership owing the Bank, the
Borrower will not assume, guarantee, endorse or otherwise become liable for the
obligation of any Person except by endorsement of negotiable instruments for
deposit or collection in the ordinary course of business, nor sell any notes or
accounts receivable with recourse.


Section 6.8             Current Ratio.  As measured at the end of each fiscal quarter
of the Borrower, the Borrower shall not allow its ratio of Current Assets to
Current Liabilities to be less than 1.20 to 1.00.


Section 6.9             Debt to Tangible Net Worth.  As measured at the end of each fiscal year of
the Borrower, the Debt of the Borrower shall not exceed the Tangible Net Worth
of the Borrower by a ratio greater than 5.00 to 1.00.


Section 6.10           Debt Service
Coverage Ratio.  As measured at the
end of each fiscal quarter of the Borrower, the Borrower shall not allow its
debt service coverage ratio to be less than 1.20 to 1.00 on a rolling twelve
month basis.  Debt service coverage ratio
shall be defined as the ratio computed when the sum of (i) net operating
income; plus (ii) depreciation and amortization expense; plus (iii) interest
expense is divided by the sum of (i) current maturities of long term debt; plus
(ii) interest expense for interest actually paid; plus (iii) capital
expenditures not financed by long term debt.


Section 6.11           Distributions.  Upon the occurrence of an Event of Default,
the Borrower shall not make any distributions to the shareholders of the
Borrower whether in cash, assets or in 



 21
 









obligations of the Borrower; or pay or remit any salary, loan, rent,
bonus, consultant fee or other form of compensation to the shareholders of the
Borrower or allocate or otherwise set apart any sum for the payment of any
dividend or distribution on, or for the purchase or redemption of any
shareholder interests; or make any other distribution to the shareholders of
the Borrower.


Section 6.12           Subsidiaries.  The Borrower has no subsidiaries [Persons in
which the Borrower owns or controls, directly or indirectly, 50% or more of the
voting ownership interest of such Person (“Subsidiaries”)) or affiliates and
shall not create or penult to exist any Subsidiaries of the Borrower.


Section 6.13           Investments; Loans.  The Borrower shall not make or permit to
exist any loans or advances to or investments in any Person including, but not
limited to, any loans to David J. Meyer and/or C.I. Farm Power, Inc., or their
successors or assigns, as contemplated by that certain Loan Facility Agreement
dated April 3, 2003 among the Borrower, David J. Meyer and C.I. Farm Power,
Inc.


Section 6.14           Fiscal Year.  The Borrower shall not change its fiscal
year.


Section 6.15           Organizational
Documents.  The Borrower shall not
amend, modify, replace or restate its articles of incorporation or bylaws.


Section 6.16           Acquisitions.  The Borrower shall not acquire, in whole or
in part, any stock or other ownership interest in any Person nor shall it
acquire in any transaction or series of transactions all or a substantial part
of any of the assets of any Person.


Section 6.17           Equity Type
Financing.  The Borrower shall not
remit any payment of principal, dividends or the like, to the holders of any
Equity Type Financing so long as any Obligations are owing the Bank.  Notwithstanding the foregoing, provided no
Event of Default has occurred or is occurring under this Agreement, the
Borrower may remit scheduled payments of principal, dividends or the like to
the holders of such Equity Type Financing but then only in the event that any
such payments shall not create an Event of Default under this Agreement.  The Borrower shall not amend, modify, replace
or restate the Equity Type Financing without the prior written consent of the
Bank.  The Equity Type Financing
described in Schedule 6.17 constitutes all Equity Type Financing, of any
type or description, which the Borrower has issued to date.  Except as may otherwise be specifically set
forth in this Section, the payment of principal, dividends and the like with
respect to the Equity Type Financing shall at all times be subordinate and
subject to the prior payment in full of all Obligations of the Borrower owing
the Bank.


Section 6.18           New Equipment
Inventory Turnover.  As measured at
the end of each fiscal quarter of the Borrower, the Borrower shall not allow
its ratio of (i) the Cost of Goods Sold of new equipment inventory to (ii) the
dollar value of the Borrower’s new equipment inventory, accounted for at the
lower of cost or fair market value computed on a first-in first-out basis to be
less than 2.00 to 1.00 on a rolling twelve month basis.


Section 6.19           Used Equipment
Inventory Turnover.  As measured at
the end of each fiscal quarter of the Borrower, the Borrower shall not allow
its ratio of (i) the Cost of Goods Sold of used equipment inventory to (ii) the
dollar value of the Borrower’s used equipment inventory, 



 22
 









accounted for at the lower of cost or fair market value computed on a
first-in first-out basis to be less than 2.00 to 1.00 on a rolling twelve month
basis.


Section 6.20           Parts Inventory
Turnover.  As measured at the end of
each fiscal quarter of the Borrower, the Borrower shall not allow its ratio of
(i) the Cost of Goods Sold of parts inventory to (ii) the dollar value of the
Borrower’s parts inventory, accounted for at the lower of cost or fair market
value computed on a first-in first-out basis to be less than 1 50 to 1.00 on a
rolling twelve month basis.


ARTICLE
VII - EVENTS OF DEFAULT, RIGHTS AND REMEDIES


Section 7.1             Event of Default.  “Event of Default,” wherever used herein,
means any one of the following events:


(a)                                  Failure
to make any payment, when due, of the principal or interest of the Notes.


(b)                                 Any
representation or warranty made by the Borrower in this Agreement or by the
Borrower or the Guarantor in any certificate, instrument or statement
contemplated by or made or delivered pursuant to or in connection with this
Agreement, shall prove to have been incorrect in any material respect when
made.


(c)                                  Default
in the performance, or breach, of any covenant or agreement of the Borrower in
this Agreement or by the Borrower or the Guarantor or any maker of any covenant
or agreement in the Collateral Documents, Guaranty, Notes or any other
agreement with the Bank (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with).


(d)                                 The
Borrower or the Guarantor shall voluntarily file, or have filed against them
involuntarily, a petition for liquidation, reorganization, adjustment of debt
or similar relief under the federal Bankruptcy Code or any present or future
state or other federal bankruptcy or insolvency law, or a receiver, trustee, or
similar officer shall be appointed for it or for all or a substantial part of
their property.


(e)                                  The
rendering against the Borrower or the Guarantor of a final judgment, decree or
order for the payment of money and the continuance of such judgment, decree or
order unsatisfied and in effect for any period of 30 consecutive days without a
stay of execution.


(f)                                    A
default under any bond, debenture, note or other evidence of indebtedness of
the Borrower or the Guarantor (including to the Bank) or under any indenture or
other instrument under which any such evidence of indebtedness has been issued
or by which it is governed and the expiration of the applicable period of
grace, if any, specified in such evidence of indebtedness, indenture or other
instrument.


(g)                                 The
Collateral Documents shall, at any time after their execution and delivery and
for any reason, cease (i) to create a valid and perfected first priority
lien/security interest (unless otherwise provided for in this Agreement) in and
to the property 



 23
 









purported to be subject to such Collateral Documents;
or (ii) to be in full force and effect or shall be declared null and void, or
the validity or enforceability thereof shall be contested by the maker of such
Collateral Documents, or the maker shall deny it has any further liability or
obligation under the Collateral Documents.


(h)                               If
the Borrower shall dissolve or no longer cease to be a validly existing
corporation under the laws of the State of North Dakota or be authorized to do
business in the State(s) of South Dakota, Iowa, Minnesota or any other
jurisdiction in which it is required to be authorized to do business.


(i)                                     If
David J. Meyer shall die and arrangements satisfactory to the Bank have not
been made with the Bank within sixty (60) days of the date of his death with
respect to the payment of the guaranty liability of David J. Meyer.


(j)                                     If
the Guaranty shall, at any time after its execution and delivery and for any
reason, cease to be in full force and effect or shall be declared null and
void, or the validity or enforceability thereof shall be contested by the
Guarantor, or the Guarantor shall deny any further liability under its Guaranty
or shall fail to perform its obligations under its Guaranty or revoke its Guaranty.


(k)                                  In
the event David J. Meyer shall own less than 51% of the voting stock of the
Borrower.


(l)                                     In
the event the Borrower is no longer authorized, for any reason, to be a full
service Case or New Holland dealer at any one of its dealerships located at the
Premises.


Section 7.2             Rights and Remedies.  Immediately upon the occurrence of an Event
of Default or at any time thereafter until such Event of Default is cured to
the written satisfaction of the Bank, the Bank may exercise any one or more of
the following rights and remedies:


(a)                                  The
Bank may, without notice to the Borrower, declare all Obligations then
outstanding, all interest accrued and unpaid thereon, and all other amounts
payable under this Agreement to be forthwith due and payable, whereupon such
Obligations, all such accrued but unpaid interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest
or further notice of any kind, all of which are hereby expressly waived by the
Borrower.


(b)                                 The
Bank may, without notice to the Borrower, and without further action, set-off
and apply any and all money owing by the Bank to the Borrower to the payment of
the Obligations, then outstanding, including interest accrued thereon, and of
all other sums then owing by the Borrower.


(c)                                The
Bank may exercise and enforce the rights and remedies available to it under the
Notes, Collateral Documents, Guaranty or any other agreement or by law.



 24
 









ARTICLE
VIII - MISCELLANEOUS


Section 8.1             No Obligation To Renew.  The Borrower understands and expressly agrees
that the Bank is under no obligation to renew or extend this Agreement, or the
Notes, or provide any other or additional financing.  The Bank’s decision with respect to any
renewals, extensions or additional financing will be a separate, independent
decision and may involve factors other than, or in addition to, the Borrower’s
creditworthiness or prior relationship with the Bank.


Section 8.2             No Waiver; Cumulative Remedies.  No failure or delay on the part of the Bank in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. 
The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.


Section 8.3             Amendments.  No amendment, modification, termination or
waiver of any provision of this Agreement, the Collateral Documents, the Notes,
the Guaranty, or any other document contemplated by this Agreement, or consent
by the Bank to any departure therefrom shall be effective unless the same shall
be in writing and signed by the Bank and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose which
given.  No notice to or demand on the
Borrower in any case shall entitle the Borrower to any other or further notice
or demand in similar or other circumstances.


Section 8.4             Addresses for Notices.  Except as otherwise expressly provided
herein, all notices, requests, demands and other communications provided for
hereunder shall be in writing and mailed or delivered to the applicable party
at its address indicated below:


If
to the Borrower:


Titan Machinery Inc.


ATTN:  David J. Meyer


PO Box 10818


Fargo, ND 58106-0818


If
to the Bank:


Bremer Bank, NA.


ATTN:  Wes Well


PO Box 273


Lisbon, ND 58054-0273


or, as to each
party, at such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of this
section.  All such notices, requests,
demands and other communications shall, when mailed, be effective when
deposited in the mails, addressed as aforesaid, except that notices or requests
to the Bank pursuant to any of the provisions of Article II shall not be
effective until received by the Bank.



 25
 









 


Section 8.5             Execution in Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed
to be an original and all of which counterparts, when taken together, shall
constitute but one and the same instrument.


Section 8.6             Binding Effect, Assignment.  This Agreement shall be binding upon and
inure to the benefit of the Borrower, and the Bank, and its respective
successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Bank.


Section 8.7             Governing Law.  The loan to the Borrower as evidenced by this
Agreement was negotiated and made within the State of North Dakota and,
accordingly, shall be governed by, and construed in accordance with, the laws
of the State of North Dakota.


Section 8.8             Severability of Provisions.  Any provision of this Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof.


Section 8.9             Further Assurances.  The Borrower agrees to do such further acts
and things and execute and deliver such agreements, powers and instruments as
the Bank may reasonably require or deem necessary to carry into effect the
purposes of this Agreement.


Section 8.10           Conflicting
Provisions.  This Agreement shall
control with respect to any of its provisions that conflict or are inconsistent
with the Notes, Collateral Documents, Guaranty and any other such documents
executed in connection with this Agreement, but to the extent not conflicting
or inconsistent, the Notes, Collateral Documents, Guaranty and any other such
documents executed in connection with this Agreement, shall be in full force
and effect.


Section 8.11           Relationship.  The Bank is acting in its sole capacity as a
lending institution with respect to the Borrower and there is no partnership or
agency relationship created.  The Bank
assumes no fiduciary duty and no conditions or suggestions of action or
inaction shall be deemed to constitute participation by the Bank in the
business of the Borrower.


Section 8.12           Ramification of
Provisions.  The Borrower has
reviewed this Agreement, the Notes, Collateral Documents, and any other such
documents executed in connection with this Agreement, and has had the
opportunity to consult with its attorneys regarding the ramifications and
effect of this Agreement, the Notes, Collateral Documents, and other such
documents executed in connection with this Agreement.


Section 8.13           Entire Agreement.  This Agreement constitutes the entire
agreement between the parties and shall not in any way be modified, varied or
amended unless in writing signed by the parties.


Section 8.14           Headings.  Such headings used in this Agreement are for
the convenience of reference only and shall not affect the construction of this
Agreement.



 26
 









Section 8.15           Jurisdiction/Venue.  The Borrower consents to jurisdiction as to
all issues concerning or relating to this Agreement, the Notes and the
Collateral Documents with the federal or state district courts designated for
Ransom County, North Dakota.


Section 8.16           Expenses.  The Borrower shall, on demand by the Bank,
reimburse the Bank for any and all costs and expenses, including without
limitation reasonable attorneys’ fees, paid or incurred by either the Bank in
connection with (i) the preparation of this Agreement, the Notes, the
Collateral Documents, Guaranty and any other document or agreement related
hereto or thereto, and the transactions contemplated hereby, which amount shall
be paid prior to the making of any Advance hereunder; (ii) the negotiation of
any amendments, modifications or extensions to or any of the foregoing
documents, instruments or agreements and the preparation of any and all
documents necessary or desirable to effect such amendments, modifications or
extensions; and (iii) the enforcement by the Bank during the term hereof or
thereafter of any of the rights or remedies of the Bank under any of the
foregoing documents, instruments or agreements or under applicable law, whether
or not suit is filed with respect thereto.


Section 8.17           Adequate Financing.  The Borrower warrants and represents that the
extensions of credit provided for under the terms and conditions of this
Agreement constitute adequate and sufficient financing by the Bank.


Section 8.18           Participation/Assignments.  The Bank shall have the right, but not the
obligation, to assign all or a portion of the indebtedness evidenced by the
Notes or grant participation in all or a portion of the indebtedness evidenced
by the Notes to other Persons and shall have the right to disclose any and all
information, financial or otherwise, regarding the Borrower and the Guarantor
to such potential participants and assignees.


Section 8.19           Interest Limitation.  All agreements between the Bank and the
Borrower are expressly limited so that in no contingency or event whatsoever,
whether by reason of acceleration of maturity or prepayment of the obligations
of the Borrower owing the Bank, shall the amount of interest paid or agreed to
be paid to Bank for the use, forbearance, loaning or retention of the obligations
of the Borrower owing the Bank exceed the maximum permissible interest rate
under applicable law.  If, from any
circumstances whatsoever, fulfillment of any provisions of any of the Notes or
Collateral Documents shall involve transcending the limit of validity
prescribed by law, then the obligation to be fulfilled shall automatically be
reduced to the limit of such validity. 
If, from any circumstances, the Bank should ever receive as interest an
amount which would exceed the highest lawful interest rate, such amount which
would be in excess of such highest lawful interest rate shall be applied to
reduction of the principal balance evidenced by the Notes and not to the
payment of interest.  This provision till
control every other provision of the Notes and Collateral Documents between the
Bank and the Borrower and shall be binding upon and available to any subsequent
holder of the Notes.


Section 8.20           Prior Documentation.  The Borrower shall be bound by and shall
continue to comply with all documents previously executed and delivered to the
Bank including, but not limited to, security agreements, financing statements,
subordination agreements except to the extent that this Agreement is
inconsistent or conflicting with any such previous agreements or documents.  This Agreement shall replace that certain
loan agreement among the Bank and the Borrower dated July 28, 2006.



 27
 









Section 8.21           Waiver of Jury.  In the interest of expediting any disputes
that might arise between the parties to this Agreement, the parties hereby
waive their respective rights to a trial by jury of any dispute or claim
concerning this Agreement, the Notes, the Collateral Documents and any other
documents or agreements contemplated by or executed in connection with this
Agreement.


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.


	
  

  	
  BREMER BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Wes Well

  
	
   

  	
   

  	
  Wes Well

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TITAN MACHINERY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ David J. Meyer

  
	
   

  	
   

  	
  David J. Meyer

  
	
   

  	
   

  	
  Its CEO and Chairman

  
	
  [Signatures
  continued]

  	
   

  	
   

  



 



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