Titan Machinery Inc. Sample Contracts

Titan Machinery Inc. – - Retired Remaining Senior Convertible Note Principal Balance on May 1, 2019 - (May 30th, 2019)

West Fargo, ND – May 30, 2019 – Titan Machinery Inc. (Nasdaq: TITN), a leading network of full-service agricultural and construction equipment stores, today reported financial results for the fiscal first quarter ended April 30, 2019.

Titan Machinery Inc. – INDEMNIFICATION AGREEMENT (April 5th, 2019)

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 _____________, 20___ between TITAN MACHINERY INC. (the “Company”), and __________________________________ (“Indemnitee”).

Titan Machinery Inc. – [YEAR] RESTRICTED STOCK AGREEMENT TITAN MACHINERY INC. 2014 EQUITY INCENTIVE PLAN (April 5th, 2019)

THIS AGREEMENT, made effective as of this ___ day of June, 20__, by and between Titan Machinery Inc., a Delaware corporation (the “Company”), and ________________ (“Participant”).

Titan Machinery Inc. – AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (April 5th, 2019)

This AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of December 28, 2018, by and among TITAN MACHINERY INC., a Delaware corporation ("Borrower"), the Lender parties 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").

Titan Machinery Inc. – [YEAR] RESTRICTED STOCK AGREEMENT TITAN MACHINERY INC. 2014 EQUITY INCENTIVE PLAN (April 5th, 2019)

THIS AGREEMENT, made effective as of this __ day of June, 20__, by and between Titan Machinery Inc., a Delaware corporation (the “Company”), and _________ (“Participant”).

Titan Machinery Inc. – RESTRICTED STOCK UNIT AGREEMENT TITAN MACHINERY INC. 2014 EQUITY INCENTIVE PLAN (April 5th, 2019)

THIS AGREEMENT, made effective as of this ___ day of ________, ____, by and between Titan Machinery Inc., a Delaware corporation (the “Company”), and __________________ (“Participant”).

Titan Machinery Inc. – Titan Machinery Inc. Announces Results for (March 27th, 2019)

West Fargo, ND – March 27, 2019 – Titan Machinery Inc. (Nasdaq: TITN), a leading network of full-service agricultural and construction equipment stores, today reported financial results for the fiscal fourth quarter and full year ended January 31, 2019.

Titan Machinery Inc. – AMENDMENT TO THE AMENDED AND RESTATED WHOLESALE FLOOR PLAN CREDIT FACILITY AND SECURITY AGREEMENT (December 6th, 2018)

THIS Amendment to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement (the “Amendment”) is made and entered into as of the 30th day of November, 2018 by and between CNH Industrial Capital America LLC, a Delaware limited liability company (Lender”) and Titan Machinery Inc., a Delaware corporation (“Borrower”).

Titan Machinery Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (September 6th, 2018)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made this 5th day of September, 2018, by and between TITAN MACHINERY INC., a Delaware corporation (the “Company”) and Bryan J. Knutson (“you”).

Titan Machinery Inc. – SECOND AMENDED AND RESTATED CREDIT AGREEMENT (April 6th, 2018)

CREDIT AGREEMENT (this "Amendment") is entered into as of February 12, 2018, by and among TITAN MACHINERY INC., a Delaware corporation ("Borrower"), the Lender parties 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").

Titan Machinery Inc. – Titan Machinery Inc. Announces Results for (March 29th, 2018)

West Fargo, ND – March 29, 2018 – Titan Machinery Inc. (Nasdaq: TITN), a leading network of full-service agricultural and construction equipment stores, today reported financial results for the fiscal fourth quarter and full year ended January 31, 2018.

Titan Machinery Inc. – AMENDMENT NO. 7 TO THE AMENDED AND RESTATED WHOLESALE FINANCING PLAN (December 7th, 2017)

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”).

Titan Machinery Inc. – AMENDMENT TO THE AMENDED AND RESTATED WHOLESALE FLOOR PLAN CREDIT FACILITY AND SECURITY AGREEMENT (December 7th, 2017)

THIS Amendment to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement (the “Amendment”) is made and entered into as of the 5th day of October, 2017 by and between CNH Industrial Capital America LLC, a Delaware limited liability company (“Lender”) and Titan Machinery Inc., a Delaware corporation (“Borrower”).

Titan Machinery Inc. – AMENDMENT NO. 6 TO THE AMENDED AND RESTATED WHOLESALE FINANCING PLAN (September 7th, 2017)

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”).

Titan Machinery Inc. – AMENDMENT NO. 4 TO THE AMENDED AND RESTATED INVENTORY SECURITY AGREEMENT (September 7th, 2017)

This Amendment No. 4 to the Amended and Restated Inventory Security Agreement (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”).

Titan Machinery Inc. – CONSTRUCTION EQUIPMENT SALES & SERVICE AGREEMENT (June 2nd, 2017)

This Case Construction Equipment Sales and Service Agreement (the “Agreement”) is between CNH Industrial America LLC, a Delaware limited liability company with a principal place of business at 700 State Street, Racine, Wisconsin, 53404 (“Case”), and , a [corporation/limited liability company] with its address as listed on Schedule A (“Dealer”) (hereinafter “Parties” when referring to Dealer and Case jointly). The “Effective Date” of this Agreement is the date of acceptance by Case as indicated by its authorized signature. Unless sooner terminated in accordance with its provisions, this Agreement will expire on December 31, 2027 (“Expiration Date”).

Titan Machinery Inc. – New Holland Equipment Sales and Service Agreement (June 2nd, 2017)

This New Holland Equipment Sales and Service Agreement (the “Agreement”) is between CNH Industrial America LLC, a Delaware limited liability company with a principal place of business at 500 Diller Avenue, New Holland, Pennsylvania, 17557 (“New Holland”), and    , a [corporation/limited liability company] with its address as listed on Schedule A (“Dealer”) (hereinafter “Parties” when referring to Dealer and New Holland jointly). The “Effective Date” of this Agreement is the date of acceptance by New Holland as indicated by its authorized signature. Unless sooner terminated in accordance with its provisions, this Agreement will expire on December 31, 2019 (“Expiration Date”).

Titan Machinery Inc. – AMENDMENT TO CASE CONSTRUCTION EQUIPMENT SALES AND SERVICE AGREEMENT (June 2nd, 2017)

THIS IS AN AMENDMENT to the CASE Construction Equipment Sales and Service Agreement between CNH Industrial America LLC, a Delaware limited liability company ( “Case”) and Titan Machinery Inc., a Delaware corporation (“Dealer”) dated    for Dealer’s locations in (“Agreement”).

Titan Machinery Inc. – AMENDMENT TO CASE IH AGRICULTURAL EQUIPMENT SALES AND SERVICE AGREEMENT (June 2nd, 2017)

THIS IS AN AMENDMENT to the CASE IH Agricultural Equipment Sales and Service Agreement between CNH Industrial America LLC, a Delaware limited liability company ("Case IH") and Titan Machinery Inc. at , a Delaware corporation ("Dealer") in effect as of the date this amendment is signed below ("Agreement").

Titan Machinery Inc. – AMENDMENT TO NEW HOLLAND EQUIPMENT SALES AND SERVICE AGREEMENT (June 2nd, 2017)

THIS IS AN AMENDMENT to the New Holland Equipment Sales and Service Agreement between CNH Industrial America LLC, a Delaware limited liability company ("New Holland") and Titan Machinery Inc. at    , a Delaware corporation ("Dealer") in effect as of the date this amendment is signed below ("Agreement").

Titan Machinery Inc. – AGRICULTURAL EQUIPMENT SALES & SERVICE AGREEMENT (June 2nd, 2017)

This Case IH Agricultural Equipment Sales and Service Agreement (the “Agreement”) is between CNH Industrial America LLC, a Delaware limited liability company with a principal place of business at 700 State Street, Racine, Wisconsin, 53404 (“Case IH”), and a (corporation/limited liability company) with its address as listed on Schedule A (“Dealer”) (hereinafter “Parties” when referring to Dealer and Case IH jointly). The “Effective Date” of this Agreement is the date of acceptance by Case IH as indicated by its authorized signature. Unless sooner terminated in accordance with its provisions, this Agreement will expire on December 31, 2027 (expires).

Titan Machinery Inc. – AMENDMENT NO. 5 TO THE AMENDED AND RESTATED WHOLESALE FINANCING PLAN (April 7th, 2017)

This Amendment No. 5 to the Amended and Restated Wholesale Financing Plan (the “Amendment”) is entered into effective as of February 15, 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”).

Titan Machinery Inc. – AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (April 7th, 2017)

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").

Titan Machinery Inc. – CONSENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (April 7th, 2017)

This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of March 1, 2017, by and among TITAN MACHINERY INC., a Delaware corporation ("Borrower"), the Lender parties 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").

Titan Machinery Inc. – Titan Machinery Inc. Announces Results for Fiscal Fourth Quarter and Fiscal Year Ended January 31, 2017 (March 30th, 2017)

West Fargo, ND – March 30, 2017 – Titan Machinery Inc. (Nasdaq: TITN), a leading network of full-service agricultural and construction equipment stores, today reported financial results for the fiscal fourth quarter and fiscal year ended January 31, 2017.

Titan Machinery Inc. – - Revenue for Fiscal Third Quarter of 2017 was $332 million - - Company Reduced Used Equipment Inventory through First Nine Months by $86 million or 32% - - Company Completed Previously Announced $24 million Repurchase of Senior Convertible Notes - - Company Updates Full Year Fiscal 2017 Modeling Assumptions - (November 30th, 2016)

West Fargo, ND – November 30, 2016 – Titan Machinery Inc. (Nasdaq: TITN), a leading network of full-service agricultural and construction equipment stores, today reported financial results for the fiscal third quarter ended October 31, 2016.

Titan Machinery Inc. – AMENDMENT NO. 4 TO THE AMENDED AND RESTATED WHOLESALE FINANCING PLAN (September 1st, 2016)

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”).

Titan Machinery Inc. – AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (September 1st, 2016)

THIS AMENDMENT (the “Amendment”) is made this 1st day of September, 2016 by and between TITAN MACHINERY INC., a Delaware corporation (the “Company”) and MARK KALVODA (“you”).

Titan Machinery Inc. – - Revenue for Fiscal First Quarter of 2017 was $285 million - - Company Exceeds First Quarter FY 2017 Aged Equipment Inventory Reduction Plan Goal - - Company Completed Previously-Announced $30 Million Senior Convertible Notes Repurchase - - Company Reiterates Full Year Fiscal 2017 Modeling Assumptions - (May 26th, 2016)

West Fargo, ND – May 26, 2016 – Titan Machinery Inc. (Nasdaq: TITN), a leading network of full-service agricultural and construction equipment stores, today reported financial results for the fiscal first quarter ended April 30, 2016.

Titan Machinery Inc. – - Revenue for Fiscal 2016 was $1.37 billion - - Reduced Equipment Inventory by $180 million or 23% Compared to End of Fiscal 2015 - -Generated $44 Million Adjusted Cash Flow from Operations in Full Year Fiscal 2016 - - Repurchased $30 million of its Senior Convertible Notes in Fiscal 2017 - (April 13th, 2016)

West Fargo, ND – April 13, 2016 – Titan Machinery Inc. (Nasdaq: TITN), a leading network of full-service agricultural and construction equipment stores, today reported final financial results for the fiscal fourth quarter and full year ended January 31, 2016.

Titan Machinery Inc. – AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (April 13th, 2016)

This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of March 25, 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").

Titan Machinery Inc. – AMENDMENT NO.3 TO THE AMENDED AND RESTATED WHOLESALE FINANCING PLAN (April 13th, 2016)

This Amendment No. 3 to the Amended and Restated Wholesale Financing Plan (the “Amendment”) is entered into effective as of April 1, 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”).

Titan Machinery Inc. – AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INVENTORY SECURITY AGREEMENT (April 13th, 2016)

This Amendment No. 2 to the Amended and Restated Inventory Security Agreement (the “Amendment”) is entered into effective as of June 1, 2015 by and between Titan Machinery, Inc., (“Debtor”) and Agricredit Acceptance LLC (“Secured Party”) (each a “Party” and collectively the “Parties”).

Titan Machinery Inc. – AMENDMENT NO. 3 TO THE AMENDED AND RESTATED INVENTORY SECURITY AGREEMENT (April 13th, 2016)

This Amendment No. 3 to the Amended and Restated Inventory Security Agreement (the “Amendment”) is entered into effective as of April 1, 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”).

Titan Machinery Inc. – AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (April 13th, 2016)

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").