0001104659-07-074222 Sample Contracts

NEW HOLLAND CNH AMERICA LLC DEALER AGREEMENT
Dealer 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

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LOAN AGREEMENT
Loan Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec • North Dakota

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.

DEALER SECURITY AGREEMENT
Dealer 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:

NONQUALIFIED STOCK OPTION AGREEMENT TITAN MACHINERY INC.
Nonqualified Stock Option Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec

THIS AGREEMENT, made effective as of this day of , (the “Issue Date”) by and between Titan Machinery Inc. , a North Dakota corporation (the “Company”), and (“Participant”).

DEALER SECURITY AGREEMENT
Dealer Security Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec

THE undersigned NEW HOLLAND NORTH AMERICA, INC., 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:

CONSTRUCTION EQUIPMENT SALES & SERVICE AGREEMENT
Construction Equipment Sales & Service Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec • Delaware

CASE, LLC, a Delaware company (hereinafter called “Company”), and the undersigned dealer (hereinafter called “Dealer”) agree as follows:

AGREEMENT FOR WHOLESALE FINANCING (Industrial/Construction - Rental/CAL)
Agreement for Wholesale Financing • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec • Missouri

This Agreement for Wholesale Financing (“Agreement”) is made between GE Commercial Distribution Finance Corporation (“CDF”) and Titan Machinery Inc., a o SOLE PROPRIETORSHIP, o PARTNERSHIP, x CORPORATION, o LIMITED LIABILITY COMPANY (check applicable term) (“Dealer”), having its chief executive office located at 4645 8th Ave. SW, Suite 1, Fargo, ND 58103.

SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec • North Dakota

This Shareholder Rights Agreement (this “Agreement”) is made as of April 7, 2003 by and among Titan Machinery Inc., a North Dakota corporation (the “Company”), and the persons identified on Schedule A hereto (as such Schedule is updated from time-to-time by the Company) who have or who hereafter execute a signature page hereto and who hold shares of Common Stock or Preferred Stock in the Company (individually referred to herein as an “Shareholder” and collectively referred to herein as the “Shareholders”).

INCENTIVE STOCK OPTION AGREEMENT TITAN MACHINERY INC.
Incentive Stock Option Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec

THIS AGREEMENT, made effective as of this day of , ,(the “Issue Date”) by and between Titan Machinery Inc. , a North Dakota corporation (the “Company”), and (“Participant”).

AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec

This Amendment No. 1 to Shareholder Rights Agreement (the “Amendment”) is made as of January 31, 2006 by any among Titan Machinery Inc., a North Dakota Corporation (the “Company”) and the persons identified on Schedule A hereto (as such Schedule is updated from time-to-time by the Company) who have or who hereafter will execute a signature page hereto and who hold shares of Common Stock, Preferred Stock Convertible Notes or Warrants to purchase Common Stock in the Company (individually referred to herein as a “Shareholder” and collectively referred to as the “Shareholders”).

CONSTRUCTION EQUIPMENT SALES & SERVICE AGREEMENT
Service Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec • Delaware

CNH America LLC, a Delaware limited liability company (hereinafter called “Company”), and the undersigned dealer (hereinafter called “Dealer”) agree as follows:

NEW HOLLAND NORTH AMERICA, INC. DEALER AGREEMENT THIS AGREEMENT between New Holland North America, Inc., a Delaware corporation, having a place of business at 500 Diller Avenue, New Holland, Pennsylvania 17557 (“Company”), and MEYER EQUIPMENT INC. a...
Dealer Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec

BY THIS AGREEMENT, Dealer is authorized at the DEALER LOCATION and BRANCH LOCATION(S) listed in Schedule C to sell, rent and lease at retail and to service selected new PRODUCTS manufactured or distributed by the Company.

NEW HOLLAND CONSTRUCTION DEALER AGREEMENT
Dealer Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec

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

CNH AMERICA LLC DEALER AGREEMENT
Dealer Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec • Delaware

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

AGRICULTURAL EQUIPMENT SALES & SERVICE AGREEMENT
Service Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec • Delaware

CASE, LLC, a Delaware company (hereinafter called “Company”), and the undersigned dealer (hereinafter called “Dealer”) agree as follows:

RESTRICTED STOCK AGREEMENT TITAN MACHINERY INC.
Restricted Stock Agreement • October 10th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec

THIS AGREEMENT, made effective as of this day of , 2005, by and between Titan Machinery Inc., a North Dakota corporation (the “Company”), and (“Participant”).

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