TITAN MACHINERY INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • May 6th, 2011 • Titan Machinery Inc. • Retail-retail stores, nec • New York
Titan Machinery Inc., a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I (the “Underwriters”) an aggregate of 2,400,000 shares (the “Firm Shares”) of common stock, $0.00001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 360,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
THIRD AMENDED AND RESTATEDCREDIT AGREEMENTby and amongBANK OF AMERICA, N.A.,as Administrative Agent,BANK OF AMERICA, N.A.,WELLS FARGO BANK, N.A.,REGIONS BANK,as Joint Lead Arrangers,BANK OF AMERICA, N.A.,WELLS FARGO BANK, N.A.,REGIONS BANK,as Joint...Credit Agreement • June 4th, 2020 • Titan Machinery Inc. • Retail-retail stores, nec • New York
TITAN MACHINERY INC. (a Delaware corporation)Purchase Agreement • April 24th, 2012 • Titan Machinery Inc. • Retail-retail stores, nec • New York
Titan Machinery Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $135,000,000 aggregate principal amount of the Company’s 3.75% Convertible Senior Notes due 2019 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any
Execution Version 1 164960904_3 AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of October 31, 2022, by and among TITAN MACHINERY...Credit Agreement • December 8th, 2022 • Titan Machinery Inc. • Retail-retail stores, nec
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 7th, 2023 • Titan Machinery Inc. • Retail-retail stores, nec • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made this 17th day of October, 2023, by and between TITAN MACHINERY INC., a Delaware corporation (the “Company”) and Bryan J. Knutson (“you”).
NEW HOLLAND CNH AMERICA LLC DEALER AGREEMENTDealer Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec
THIS AGREEMENT between CNH America LLC, a Delaware Limited Liability Corporation, having a place of business at 500 Diller Avenue, New Holland, Pennsylvania 17557 (“Company”), and
LOAN AGREEMENTLoan Agreement • September 9th, 2009 • Titan Machinery Inc. • Retail-retail stores, nec • North Dakota
THIS LOAN AGREEMENT is made as of July 15, 2009, between TITAN MACHINERY INC., a Delaware 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.
ContractEmployment Agreement • September 9th, 2014 • Titan Machinery Inc. • Retail-retail stores, nec • Delaware
This letter agreement confirms our discussions regarding your continuing as the Chief Financial Officer of Titan Machinery Inc. (the “Company”), and sets out the terms and conditions of your employment with the Company, as follows:
YEAR] RESTRICTED STOCK AGREEMENT TITAN MACHINERY INC.Restricted Stock Agreement • June 4th, 2020 • Titan Machinery Inc. • Retail-retail stores, nec
THIS AGREEMENT, made effective as of this ___ day of June, 20__, by and between Titan Machinery Inc., a Delaware corporation (the “Company”), and _________ (“Participant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 11th, 2012 • Titan Machinery Inc. • Retail-retail stores, nec • Delaware
THIS AGREEMENT (“Agreement”), which provides for indemnification, expense advancement and other rights under the terms and conditions set forth, is made and entered into this day of January, 2012 between TITAN MACHINERY, INC., (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 30, 2012 among TITAN MACHINERY INC. a Delaware corporation, as Borrower, THE SUBSIDIARIES OF BORROWER PARTY HERETO, as Subsidiary Guarantors, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders,...Credit Agreement • April 11th, 2012 • Titan Machinery Inc. • Retail-retail stores, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 30, 2012, is among TITAN MACHINERY INC., a Delaware corporation (“Borrower”), the Subsidiary Guarantors party hereto, the several financial institutions party to this Agreement as Lenders, BANK OF AMERICA, N.A. as Syndication Agent, COBANK, ACB, as Documentation Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, Swing Line Lender and L/C Issuer.
ContractWarrant Agreement • November 27th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY APPLICABLE STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
EXECUTION VERSION 4878-6419-4334.18 SECURITIES PURCHASE AGREEMENT by and among TITAN MACHINERY INC., SELLERS SET FORTH HEREIN, HEARTLAND AGRICULTURE, LLC, AND SELLER REPRESENTATIVE IDENTIFIED HEREIN, dated as of JULY 8, 2022 075184.00003 Business...Securities Purchase Agreement • July 14th, 2022 • Titan Machinery Inc. • Retail-retail stores, nec • Delaware
AMENDMENT TO CASE IH AGRICULTURAL EQUIPMENT SALES AND SERVICE AGREEMENTSSales and Service Agreements • November 27th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec
THIS IS AN AMENDMENT to the CASE IH Agricultural Equipment Sales and Service Agreements between CNH America LLC (the “Company”) and Titan Machinery Inc. (“Dealer”) in effect as of the date this amendment is signed below (“Agreements”). In consideration of the mutual promises of the parties hereinafter set forth, Dealer and the Company agree to amend the Agreements to include the following recitals, terms and obligations:
YEAR] RESTRICTED STOCK AGREEMENT TITAN MACHINERY INC.Restricted Stock Agreement • June 4th, 2020 • Titan Machinery Inc. • Retail-retail stores, nec
THIS AGREEMENT, made effective as of this ___ day of June, 20__, by and between Titan Machinery Inc., a Delaware corporation (the “Company”), and ________________ (“Participant”).
RESTRICTED STOCK AGREEMENT TITAN MACHINERY INC.Restricted Stock Agreement • June 7th, 2024 • Titan Machinery Inc. • Retail-retail stores, nec
THIS AGREEMENT is made effective as of this ___ day of _________, 20__, by and between Titan Machinery Inc., a Delaware corporation (the “Company”), and _________ (“Participant”).
AMENDMENT NO. 6 TO THE AMENDED AND RESTATED WHOLESALE FINANCING PLANWholesale Financing Plan • September 7th, 2017 • Titan Machinery Inc. • Retail-retail stores, nec
This Amendment No. 6 to the Amended and Restated Wholesale Financing Plan (the “Amendment”) is entered into effective as of September 1, 2017 by and between Titan Machinery, Inc., (“Debtor”) and DLL Finance LLC (f.k.a. Agricredit Acceptance LLC) (“Secured Party”) (each a “Party” and collectively the “Parties”).
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 3rd, 2021 • Titan Machinery Inc. • Retail-retail stores, nec
This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 4, 2021, by and among TITAN MACHINERY, INC., a Delaware corporation (“Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A. a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “Agent”).
David J. Meyer c/o Titan Machinery Inc.Letter Agreement • April 11th, 2014 • Titan Machinery Inc. • Retail-retail stores, nec
AMENDMENT NO. 4 TO THE AMENDED AND RESTATED WHOLESALE FINANCING PLANWholesale Financing Plan • September 1st, 2016 • Titan Machinery Inc. • Retail-retail stores, nec
This Amendment No. 4 to the Amended and Restated Wholesale Financing Plan (the “Amendment”) is entered into effective as of August 31, 2016 by and between Titan Machinery, Inc., (“Debtor”) and DLL Finance LLC (f.k.a. Agricredit Acceptance LLC) (“Secured Party”) (each a “Party” and collectively the “Parties”).
ContractAgricultural Equipment Sales & Service Agreement • September 9th, 2022 • Titan Machinery Inc. • Retail-retail stores, nec
ContractInventory Security Agreement • April 15th, 2015 • Titan Machinery Inc. • Retail-retail stores, nec
This Amendment No. 1 to the Amended and Restated Inventory Security Agreement (the “Amendment”) is entered into effective as of April 1, 2015 by and between Titan Machinery, Inc., (“Debtor”) and Agricredit Acceptance LLC (“Secured Party”) (each a “Party” and collectively the “Parties”).
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Third Amendment to the Amended and Restated Revolving Credit Agreement (the “Amendment”) is made as of January __, 2023 (the “Effective Date”), by and between Titan Machinery,...Revolving Credit Agreement • March 30th, 2023 • Titan Machinery Inc. • Retail-retail stores, nec
November 20, 2012 Titan Machinery, Inc. 644 E. Beaton Dr. West Fargo, ND 58078 Attn: Ted O. Christianson, Vice President, Finance via electronic mailWholesale Floor Plan Credit Facility • December 6th, 2012 • Titan Machinery Inc. • Retail-retail stores, nec
Titan Machinery, Inc. (“Titan”) and CNH Capital America LLC (“CNH”) are parties to an Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007, as amended from time to time, most recently amended in a letter dated October 27, 2011 ( the “Agreement”). This letter will confirm that, effective October 31, 2012, the current total wholesale floor plan credit limit for Titan Machinery is $450,000,000.00.
October 17, 2023 David J. Meyer c/o Titan Machinery Inc.Employment Agreement • December 7th, 2023 • Titan Machinery Inc. • Retail-retail stores, nec
AMENDMENT NO. 7 TO THE AMENDED AND RESTATED WHOLESALE FINANCING PLANWholesale Financing Plan • December 7th, 2017 • Titan Machinery Inc. • Retail-retail stores, nec
This Amendment No. 7 to the Amended and Restated Wholesale Financing Plan (the “Amendment”) is entered into effective as of October 5, 2017 by and between Titan Machinery, Inc., (“Debtor”) and DLL Finance LLC (f.k.a. Agricredit Acceptance LLC) (“Secured Party”) (each a “Party” and collectively the “Parties”).
DEALER SECURITY AGREEMENTDealer Security Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec
THE undersigned CNH AMERICA LLC, a Delaware corporation having offices at New Holland, Pennsylvania, (hereinafter called Company) as secured party and the undersigned Dealer (hereinafter called Dealer) as debtor, intending to be legally bound, hereby agree as follows:
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 13th, 2016 • Titan Machinery Inc. • Retail-retail stores, nec
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of December 29, 2015, by and among TITAN MACHINERY, INC., a Delaware corporation ("Borrower"), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the "Agent").
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 7th, 2017 • Titan Machinery Inc. • Retail-retail stores, nec
This AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of December 8, 2016, by and among TITAN MACHINERY, INC., a Delaware corporation ("Borrower"), the Lenders party hereto and Wells Fargo Bank, National Association, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the "Agent").
Execution Version AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of September 1, 2023, by and among TITAN MACHINERY INC., a...Credit Agreement • September 7th, 2023 • Titan Machinery Inc. • Retail-retail stores, nec
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 9th, 2014 • Titan Machinery Inc. • Retail-retail stores, nec • New York
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Fourth Amendment”), dated as of July 31, 2014 (“Fourth Amendment Effective Date”), is among TITAN MACHINERY INC., a Delaware corporation (“Borrower”), the several financial institutions party to this Fourth Amendment as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Credit Agreement (as hereinafter defined).
May 30, 2018 Titan Machinery, Inc.Wholesale Floor Plan Credit Facility and Security Agreement • June 7th, 2018 • Titan Machinery Inc. • Retail-retail stores, nec
ContractCredit Agreement • May 23rd, 2024 • Titan Machinery Inc. • Retail-retail stores, nec • New York
SERVICES AGREEMENTServices Agreement • June 9th, 2015 • Titan Machinery Inc. • Retail-retail stores, nec • North Dakota
This Services Agreement (the “Agreement”) is made by and between Titan Machinery Inc. (the “Company”) and Peter Christianson (“Service Provider”) effective this 11th day of May, 2015. The Company and the Service Provider shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
PERFORMANCE AWARD AGREEMENT TITAN MACHINERY INC.Performance Award Agreement • June 5th, 2014 • Titan Machinery Inc. • Retail-retail stores, nec • Delaware
THIS AGREEMENT, made effective as of this ____ day of ________, 20__ by and between Titan Machinery Inc., a Delaware corporation (the "Company") and ________________ (the "Participant").
