Contract

AMENDMENT NO.1 TO THE AMENDED AND RESTATED INVENTORY SECURITY AGREEMENT

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”).

The Parties entered into the Amended and Restated Inventory Security Agreement dated October 31, 2013 (the “Agreement”) and now desire to amend the Agreement to revise financial covenants and definitions to the Agreement, all as set forth below.

NOW THEREFORE, INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Integration. Except as amended herein, the terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall prevail. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.

2. Amendment. The Agreement shall be amended as follows:

2.1 Exhibit A, List of Approved Locations, to the Agreement is hereby deleted in its entirety and replaced with the corresponding Exhibit A attached to this Amendment.

2.2 Exhibit B, Definitions, to the Agreement is hereby deleted in its entirety and replaced with the corresponding Exhibit B attached to this Amendment.

2.3 Exhibit C, Financial Covenants, to the Agreement is hereby deleted in its entirety and replaced with the corresponding Exhibit C attached to this Amendment.

2.4 Exhibit D, Form of Compliance Certificate, to the Agreement is hereby deleted in its entirety and replaced with the corresponding Exhibit D attached to this Amendment.

2.5 The term “Fixed Charge Coverage Ratio” is hereby deleted throughout the Agreement and replaced with “Consolidated Fixed Charge Coverage Ratio.”

2.6 Paragraph (p) of Section 6 of the Agreement is hereby deleted and replaced with the following:

“(p)    provide, as soon as possible but not later than one hundred twenty (120) days after the end of each Fiscal Year of Debtor, forecasts prepared by the management of Debtor, in form satisfactory to Secured Party, of consolidated balance sheets and statements of income or operations and cash flows for Debtor and its Subsidiaries for the immediately following Fiscal Year;”

3. Miscellaneous. This Amendment may be executed in counterparts, including facsimile counterparts, each of which will constitute an original, but which collectively will form one and the same instrument. This Amendment constitutes the final agreement between the Parties and is the exclusive expression of the Parties’ agreement on the matters contained herein. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained herein are expressly merged into and superseded by this Amendment. Any modification or additions to the terms of this Amendment must be in a written agreement identified as an amendment and executed by both Parties.

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date set forth on the first page of this Amendment.
	Titan Machinery, Inc.,			Agricredit Acceptance LLC, At: 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000
	Debtor
	/s/ Xxx X. Xxxxxxxxxxxx, Treasurer			/s/ Xxxx X. Xxxx
	Authorized Signature			Authorized Signature
	Xxx X. Xxxxxxxxxxxx	3/30/15		Xxxx X. Xxxx VP Operations 4/13/15
	Print Name & Title	Date		Print Name & Title	Date

EXHIBIT B

Definitions

As used herein, the following terms shall have the following defined meanings:

1. “Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in: (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of 50% or more of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

2. “Administrative Agent” means Xxxxx Fargo Bank, National Association, under the Xxxxx Fargo Credit Agreement.

3. “Attributable Debt” means, on any date of determination:  (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP; and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

4. “Capital Expenditures” means all expenditures (whether paid in cash or other consideration or accrued as a liability and including that portion of capital leases that is capitalized on the balance sheet of such Person including in connection with a sale-leaseback transaction) by such Person for the acquisition or leasing of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that are required to be capitalized under GAAP on a balance sheet of such Person, but specifically excluding any Equipment purchased by a Loan Party for lease or rental to others.  For purposes of this definition:  (a) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment owned by such Person thereof or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price minus the credit granted by the seller of such equipment for such equipment being traded in at such time, or the amount of such proceeds, as the case may be; and (b) neither an acquisition to the extent made with the proceeds of a Disposition in accordance with Section 2.05(c)(i) of the Xxxxx Fargo Credit Agreement, as amended nor an Acquisition complying with Section 7.02(e) of the Xxxxx Fargo Credit Agreement, as amended shall constitute a “Capital Expenditure.”

5. “Capital Securities” means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the date of this Agreement, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership interest or rights or options to obtain such ownership interest.

6. “Cash Equivalents” means, as to any Person:  (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (but only so long as the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition; (b) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than ninety days from the date of acquisition and having one of the two highest ratings from either Standard & Poor’s Corporation or Xxxxx’x Investors Service, Inc.; (c) domestic and Eurodollar certificates of deposit, time or demand deposits or bankers’ acceptances maturing within six months after the date of acquisition issued or guaranteed by or placed with, and money market deposit accounts issued or offered by:  (i) any Lender (as defined in the Xxxxx Fargo Credit Agreement); and (ii) any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia having combined capital and surplus of not less than $250,000,000; (d) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clause (a) and (b) of this definition entered into with any bank meeting the qualifications specified in clause (c) of this definition; (e) commercial paper issued by the parent corporation of any Lender or any commercial bank (provided that the parent corporation and the bank are both incorporated in the United States) having capital and surplus in excess of $250,000,000 and commercial paper issued by any Person incorporated in the United States, which commercial paper is rated at least A-1 or the equivalent thereof by Standard & Poor’s Corporation or at least P-1 or the equivalent thereof by Xxxxx’x Investors Service, Inc., and in each case maturing not more than ninety days after the date of acquisition by such Person; and (f) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through (e) of this definition.

7. “Chattel Paper” shall have the meaning given to it in Section 3 of the Agreement.

8. “Collateral” shall have the meaning given to it in Section 3 of the Agreement.

9. “Consolidated EBITDAR” means, for any period, for Debtor and its Subsidiaries on a consolidated basis, the sum of (without duplication): (a) Consolidated Net Income for such period; plus (b) Consolidated Interest Expense (net of interest income) for such period to the extent included in the determination of such Consolidated Net Income; plus (c) all amounts treated as expenses for such period for depreciation and amortization, but in each case only to the extent included in the determination of such Consolidated Net Income; plus (d) Consolidated Rent Expense; plus (e) income tax expense related to income made by the Debtor and its Subsidiaries; plus (f) Consolidated Rent-to-Own Expense; plus (g) non-cash restructuring charges to the extent included in the determination of Consolidated Net Income; plus (h) extraordinary losses to the extent included in the determination of Consolidated Net Income; plus (i) non-cash goodwill and intangible asset impairment charges to the extent included in the determination of Consolidated Net Income; minus (j) extraordinary gains to the extent included in the determination of Consolidated Net Income; minus (k) non-cash restructuring gains to the extent included in the determination of Consolidated Net Income.

10. “Consolidated Fixed Charge Coverage Ratio” means, as of the last day of a fiscal quarter, for the period consisting of the four consecutive Fiscal Quarters ending on such date, subject to Section 1.02(h) of the Xxxxx Fargo Credit Agreement, as amended, the ratio of: (a) the sum for such period of (without duplication): (i) Consolidated EBITDAR; minus (ii) all payments in cash for taxes related to income made by Debtor and its Subsidiaries; minus (iii) Capital Expenditures actually made in cash by Debtor and its Subsidiaries (net of any insurance proceeds, condemnation awards or proceeds relating to any financing with respect to such expenditures); minus (iv) Restricted Payments paid in cash by Debtor; to (b) the sum for such period of (without duplication): (i) the cash portion of Consolidated Interest Expense; plus (ii) Consolidated Rent Expense; plus (iii) without duplication, all required (scheduled and mandatory) repayments of Debt (including with respect to Debt that is a capital lease); plus (iv) cash restructuring charges.

11. “Consolidated Interest Expense” means, for any period, for Debtor and its Subsidiaries on a consolidated basis, the sum of (without duplication):  (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets during such period; plus (b) all payments made under interest rate Swap Contracts during such period to the extent not included in clause (a) of this definition; minus (c) all payments received under interest rate Swap Contracts during such period; plus (d) the portion of rent expense with respect to such period under capital leases that is treated as interest in accordance with GAAP.

12. “Consolidated Net Income” shall mean, for any period, the sum of net income (or loss) for such period of Debtor and its Subsidiaries on a consolidated basis determined in accordance with GAAP, but excluding any income of any Person if such Person is not a Subsidiary, except that Debtor’s direct or indirect equity in the net income of any such person for such period shall be included in such Consolidated Net Income in accordance with GAAP.

13. “Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of:  (a) the sum of (i) Consolidated Total Liabilities, minus (ii) the amount by which Cash Equivalents held by Debtor and its Subsidiaries as of such date of determination exceed $30,000,000; to (b) Consolidated Tangible Net Worth.

14. “Consolidated Rent Expense” means for such period, total rental expenses attributable to operating leases of the Debtor and its Subsidiaries for real property on a consolidated basis.

15. “Consolidated Rent-to-Own Expense” means for any period, the total, for Debtor and its Subsidiaries on a consolidated basis, non-cash expenses attributable to the cost of goods sold for retail inventory that is being rented on a rent-to-own basis.

16. “Consolidated Tangible Net Worth” means, as of any date of determination, for Debtor and its Subsidiaries on a consolidated basis, the sum of (without duplication):  (a) stockholders’ equity; minus (b) treasury stock; minus (c) all intangible assets, including goodwill, patents, trademarks, trade names, organization expense, unamortized debt discount and expense, capitalized or deferred research and development costs, deferred marketing expenses, and other like intangibles.

17. “Consolidated Total Liabilities” means as of any date, total liabilities reflected on the consolidated balance sheet of the Debtor and its Subsidiaries as of such date prepared in accordance with GAAP.

18. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  The terms “Controlling” and “Controlled” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, the

power to vote 12.50% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.  It is agreed that Dealer Sites, LLC shall not be deemed to be under common control with Debtor or other Loan Parties.

19. “Dealer Note” shall mean a dealer note or other promissory note or writing to evidence any or all Obligations owed to Secured Party.

20. “Debt” means, as to any Person as of any date of determination, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:  (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial letters of credit), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) the Swap Termination Value under all Swap Contracts to which such Person is a party; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business not past due for more than sixty days); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) the amount of Attributable Debt in respect of all capital lease obligations and Synthetic Lease Obligations of such Person; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make a payment in respect of Disqualified Equity Interests valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Guarantees of such Person in respect of any of the foregoing.  For all purposes hereof, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person.

21. “Disposition” means the sale, assignment, transfer, conveyance, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer, conveyance or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.  The term “Dispose” has a meaning correlative thereto.

22. “Disqualified Equity Interest” means any Equity Interest of any Person that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires or mandates payments or distributions in cash.  The term “Disqualified Equity Interest” shall also include any options, warrants or other rights that are convertible into Disqualified Equity Interest or that are redeemable at the option of the holder, or required to be redeemed.

23. “Equipment” means Inventory, as defined in Section 3.

24. “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided that Permitted Convertible Debt and Permitted Warrants shall not constitute Equity Interests of Debtor.

25. “Fiscal Quarter” shall mean, as of any date of determination with respect to Debtor, each fiscal quarter occurring during each of Debtor’s Fiscal Years. The end of a Fiscal Quarter may be referred to as “FQE.”

26. “Fiscal Year” shall mean the current fiscal year of Debtor. The end of a Fiscal Year may be referred to as “FYE.”

27. “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.

28. “Guarantee” means, as to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary

obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect:  (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation; (b) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation; (c) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation; or (d) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

29. “Inventory” shall have the meaning given to it in Section 3 of the Agreement.

30. “Invoice” means any and all written or electronic evidences of indebtedness or obligations arising out of the order, acceptance, purchase, acquisition, billing, shipment and receipt of any inventory or equipment, including, without limitation, order, acceptances, billing invoices, promissory notes, mortgages, and all instruments and documents evidencing or securing the related indebtedness owed by Debtor on account of such inventory or equipment.

31. “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any easement, right of way or other encumbrance on title to real property).

32. “Loan Parties” means, collectively, Debtor and any Person who executes a Guarantee on behalf of the Debtor.

33. “Obligations” shall mean all obligations of payment under this Agreement as well as under any other agreement (whether now or hereafter in effect) between Debtor and Secured Party (all of the foregoing is collectively referred to as the “Obligations”).

34. “Permitted Call Options” means any convertible bond hedge transactions, call options or capped call options relating to Debtor’s Equity Interests (regardless of whether settled in cash or in Equity Interests) that are purchased by Debtor substantially contemporaneously with the issuance of any Permitted Convertible Debt.

35. “Permitted Convertible Debt” means any Debt permitted by Section 7.03 of the Xxxxx Fargo Credit Agreement, as amended, that is convertible into Equity Interests of Debtor and/or cash in lieu thereof.

36. “Permitted Warrants” means any call options relating to Debtor’s Equity Interests (regardless of whether settled in cash or in Equity Interests) that are sold by Debtor substantially contemporaneously with the issuance of any Permitted Convertible Debt.

37. “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.

38. “Purchase Price” means, with respect to any Invoice or related inventory or equipment means the Invoice “finance amount” provided for under the applicable Wholesale Financing Plan or the net purchase price for such related inventory or equipment in the absence of a Wholesale Financing Plan applicable to such Invoice.

39. “Restricted Payment” means, as to any Person, (a) any dividend or other distribution by such Person (whether in cash, securities or other property) with respect to any Equity Interests of such Person, (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest, (c) any payment of principal or interest or any purchase, redemption, retirement, acquisition or defeasance with respect to any Debt of such Person, which is subordinated to the payment of the Obligations pursuant to a Subordination Agreement acceptable to the Administrative Agent, in violation of any subordination provisions applicable thereto (it being acknowledged that payments that are not restricted by the subordination provisions applicable thereto are not Restricted Payments), (d) the acquisition for value by such Person of any Equity Interests issued by such Person or any other Person that Controls such Person and (e) with respect to clauses (a) through (d), any transaction that has a substantially similar effect; provided that payments in respect of the purchase of Permitted Call Options shall not constitute Restricted Payments.

40. “Subordination Agreement” means a subordination agreement executed by a Subordinated Creditor in favor of and acceptable to the Administrative Agent and Lender and acknowledged by the Debtor.

41. “Subordinated Creditor” means each Person now or in the future who agrees to subordinate indebtedness of the Debtor held by that Person to the payment of the Obligations.

42. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person, provided that Subsidiaries of Debtor shall be limited to such entities whose financial statements are consolidated with the Debtor’s financial statements in accordance with GAAP or with respect to which more than 50.00% of the Equity Interests therein are owned directly or indirectly by Debtor.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Debtor.

43. “Swap Contract” means:  (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement; and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement including any such obligations or liabilities under any such master agreement (in each case, together with any related schedules).

44. “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts:  (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s); and (b) for any date prior to the date referenced in clause (a) of this definition, the amount(s) determined as the xxxx-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

45. “Synthetic Lease Obligation” means the monetary obligation of a Person under either:  (a) a so-called synthetic, off-balance sheet or tax retention lease; or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

46. “Total Assets” means the sum of all assets as presented in the balance sheet in Debtor’s most recent consolidated financial statements.

47. “Utilization Rate” means the Debtor’s average daily outstanding principal balance for the previous three months, over that portion of Debtor’s uncommitted credit facility in which Secured Party has obtained participating lenders.

48. “Vendor” means a manufacturer or distributor of Inventory.

EXHIBIT C

Financial Covenants

1. Consolidated Net Leverage Ratio. As measured at the end of each fiscal quarter of Debtor, the Debt of Debtor shall not exceed the Consolidated Net Leverage Ratio of Debtor by a ratio of greater than:

Applicable Calendar Quarter(s):	Maximum Debt to Consolidated Net Leverage Ratio:
FYE January 31, 2015 and each Fiscal Quarter thereafter	3.00 to 1.00

If the Debt to Consolidated Net Leverage Ratio exceeds the applicable ratio set forth above, this shall constitute an Event of Default.

2. Minimum Consolidated Fixed Charge Coverage Ratio. As measured at the end of each fiscal quarter of Debtor on a trailing twelve (12) month basis, the Consolidated Fixed Coverage Charge Ratio shall exceed:

Applicable Calendar Quarter(s):	Minimum Consolidated Fixed Charge Coverage Ratio:
FQE October 31, 2014 and each Fiscal Quarter thereafter	1.25 to 1.00

If the Minimum Consolidated Fixed Charge Coverage Ratio is less than the applicable ratio set forth above, this shall constitute an Event of Default.

3. Acquisitions. Debtor shall not acquire any Capital Securities in a Person, or acquire all or substantially all of the assets of a Person (including without limitation assets comprising all or substantially all of an unincorporated business unit or division of any Person) for consideration in excess of ten percent (10%) of the Debtor’s Total Assets in any single Acquisition or series of related Acquisitions and twenty percent (20%) of the Debtor’s Total Assets for all acquisitions in a fiscal year, except if approved in writing by Secured Party (any such approved acquisition or acquisitions, being a “Permitted Acquisition”).

4. Distributions. Debtor shall not, without the prior written consent of Secured Party, make any distributions to the shareholders of Debtor; provided, however, (a) so long as no Event of Default exists prior to or immediately following such action or otherwise results from such action, Debtor may declare or pay cash dividends to its shareholders in an amount not to exceed 50% of Debtor’s Consolidated Net Income for the then trailing four (4) quarters, and (b) in lieu of issuing stock to participants in the Debtor’s restricted stock plan, pay the associated tax liability with other stock issued.

EXHIBIT D

Form of Compliance Certificate

TO: Agricredit Acceptance LLC (“Secured Party”), its affiliates, related parties and participants

Pursuant to that certain Amended and Restated Inventory Security Agreement dated October 31, 2013, as amended, (the “ISA”) by and between Titan Machinery Inc., a Delaware corporation (the “Debtor”), and Secured Party, the Debtor hereby:

A.   Repeats and reaffirms to Secured Party each and all of the representations and warranties made by Debtor in the ISA; the Amended and Restated Wholesale Financing Plan, as amended; and the agreements related thereto, and certifies to the Secured Party that each and all of said warranties and representations are true and correct as of the date hereof; and

B.   Represents, warrants and certifies that the following computations of financial covenants and tests contained in the ISA and related documents are true, correct, complete and accurate as follows:

1. Debt to Consolidated Net Leverage Ratio. As measured at the end of each fiscal quarter, the Debt of Debtor shall not exceed the Consolidated Net Leverage Ratio of Debtor by a ratio of greater than:

Applicable Calendar Quarter(s):	Maximum Debt to Consolidated Net Leverage Ratio:
FYE January 31, 2015 and each Fiscal Quarter thereafter	3.00 to 1.00

Debtor’s Debt to Consolidated Net Leverage Ratio Calculation:
(a) Consolidated Total Liabilities, minus	$
(b) Cash Equivalents that exceed $30,000,000	$
Total	$
(c) Consolidated Tangible Net Worth
Consolidated Net Leverage Ratio  (a) minus (b), divided by (c)	=

 2. Minimum Consolidated Fixed Charge Coverage Ratio.  As measured at the end of each fiscal quarter of Debtor on a trailing twelve (12) month basis, the Consolidated Fixed Coverage Charge Ratio shall exceed:

Applicable Calendar Quarter(s):	Minimum Consolidated Fixed Charge Coverage Ratio:
FYE January 31, 2015 and each Fiscal Quarter thereafter	1.25 to 1.00

Debtor’s Minimum Consolidated Fixed Charge Ratio Calculation:
(a) Consolidated EBITDAR	$
(b) all payments in cash for taxes related to income	$
(c) Unfinanced Capital Expenditures	$
(d) Restricted Payments	$
(e) Consolidated Interest Expense	$
(f) Rent Expense	$
(g) Interest Expense	$
(h) debt payments	$
(i) cash restructuring charges	$
(j) Consolidated Fixed Charge Coverage Ratio
((a) minus ( b) minus (c) minus ( d)), divided by (e + f + g +h + i)	=

C.  Without diminishing or decreasing the importance of any other covenants, representations and warranties, the following covenants, representations and/or warranties are true, correct, complete and accurate:

1. Acquisitions. Debtor has not acquired any Capital Securities in a Person, or acquired all or substantially all of the assets of a Person (including without limitation assets comprising all or substantially all of an unincorporated business unit or division of any Person) for consideration in excess of ten percent (10%) of the Debtor’s Total Assets in any single Acquisition or series of related Acquisitions and twenty percent (20%) of the Debtor’s Total Assets for all acquisitions in a fiscal year, except if approved in writing by Secured Party.

2. Distributions. Debtor has not, unless the action was approved in writing by Secured Party, made any distributions to the shareholders of Debtor, except that Debtor may have, (a) so long as no Event of Default existed prior to or immediately following such action or otherwise resulted from such action, declared or paid cash dividends to its shareholders in an amount not to exceed 50% of Debtor’s Consolidated Net Income for the then trailing four (4) quarters, and (b) in lieu of issuing stock to participants in the Debtor’s restricted stock plan, paid the associated tax liability with other stock issued.

All capitalized terms not defined herein shall have the meaning ascribed to them in the ISA, as amended.

The undersigned confirms the accuracy of all statements made above as of the date set for the below.

	Titan Machinery, Inc.
	Debtor
	Authorized Signature
	Print Name & Title	Date

EXHIBIT A

Titan Machinery, Inc. dealership locations as of March 1, 2015

Address 1	Address 2	City	State	Zip
0000 Xxxx Xxx 00		Xxxxxxxx	XX	00000
0000 Xxxx Xxx 00		Xxxxxxxx-XX XXXXX	XX	00000
0000 Xxxxx Xxx 000		Xxx	XX	00000
00000 000xx Xx		Xxxxxx Xxx	XX	00000
0000 Xxxxx Xxxx		Xxxxxxxxxxx	XX	00000
000 X XXXXX XXX 00		Xxxxxx	XX	00000
000 XXXX XX		Xxxxxx	XX	00000
000 X Xxxx Xx		Xxxxx	XX	00000
0000 XXXXXXXXXX XXXX		Xxxxxxxx	XX	00000
0000 XXX XXXXXX XXXX		Xxxxxxxx	XX	00000
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17108 US Hwy 59 North	PO Box 657	Thief River Falls	MN	56701
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		Cedar Rapids	IA
		Columbia Falls/Kalispell	MT
		Xxxxxxxx-XX	MN
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