FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 4, 2012 among TITAN MACHINERY INC. a Delaware corporation, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer BANK OF AMERICA, N.A. as Syndication Agent COBANK, ACB as Documentation Agent WELLS FARGO SECURITIES, LLC Sole Lead Arranger and Sole Book Runner

respect of Additional Working Capital Commitments and Additional Floorplan Commitments set forth in clause (i) of this proviso); (iii) Borrower may request a maximum total of three (3) increases under this section and (iv) no Lender shall be required to participate in the Additional Working Capital Commitments or Additional Floorplan Commitments.

1.1.4                     Effective as of October 31, 2012, Section 6.12(a) of the Credit Agreement is hereby deleted in its entirety and the following is substituted therefor:

(a)                                  Consolidated Net Leverage Ratio.  Borrower shall maintain, (a) as at the end of each Fiscal Period beginning with the Fiscal Period ending October 31, 2012 through the Fiscal Period ending January 31, 2014, a Consolidated Net Leverage Ratio not greater than 3.50 : 1.00, and (b) as at the end of each Fiscal Period from and after the Fiscal Period ending April 30, 2014, a Consolidated Net Leverage Ratio not greater than 3.00 : 1.00.

1.1.5                     Schedules 1.01-A and 2.01 to the Credit Agreement are hereby deleted in their entirety and replaced with the corresponding Schedules attached to this First Amendment.

SECTION 1.2                                   INCREASED COMMITMENTS; ADDITIONAL LENDER

1.2.1                     On the First Amendment Effective Date, the Aggregate Floorplan Commitments are increased to $375,000,000.00.

1.2.2                     On and after the First Amendment Effective Date, BMO Harris Bank N.A. shall be a Lender with a Floorplan Commitment, corresponding Floorplan Percentage Share equal to that set forth on Schedule 2.01 to this First Amendment and shall have the rights, duties and obligations of such a Lender under the Credit Agreement and the other Loan Documents.  The Commitments of each other Lender shall be adjusted as set forth on Schedule 2.01 to this First Amendment.  BMO Harris Bank N.A. further agrees as follows:

(a)                                 BMO Harris Bank N.A. confirms that it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment.

(b)                                 BMO Harris Bank N.A. will, independently and without reliance upon the Administrative Agent or any other Lender and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents.

(c)                                  BMO Harris Bank N.A. appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as the Administrative Agent is authorized to exercise by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with the Credit Agreement.

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(d)                                 BMO Harris Bank N.A. agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.

ARTICLE II — COVENANTS

SECTION 2.1                                   EXPENSES

Borrower shall pay all reasonable expenses and costs of Administrative Agent (including, without limitation, the reasonable attorney fees and expenses of counsel for Administrative Agent) in connection with the preparation, negotiation, execution and approval of this First Amendment and any and all other documents, instruments and things contemplated hereby, whether or not such transactions are consummated, together with all other reasonable expenses and costs incurred by Administrative Agent chargeable to Borrower pursuant to the terms of the Credit Agreement which are unpaid at such time.

ARTICLE III — CONDITIONS TO FIRST AMENDMENT; GENERAL PROVISIONS

SECTION 3.1                                   CONDITIONS PRECEDENT

3.1.1                    This First Amendment and the transactions contemplated herein are expressly conditioned upon the satisfaction by Borrower of the following conditions, all in the sole but reasonable discretion of the Administrative Agent:

(a)                                 Borrower shall have delivered to Administrative Agent the following documents and agreements, each in form and substance reasonably acceptable to Administrative Agent:

(i)                                     a Note executed by Borrower in favor of BMO Harris Bank N.A. evidencing the Floorplan Loan; and

(ii)                                   such certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of Borrower as Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which Borrower is a party;

(b)                                 No Material Adverse Effect shall have occurred since Closing;

(c)                                  No Default or Event of Default shall have occurred and be continuing; and

(d)                                 Borrower shall have paid all amounts owed to Administrative Agent and Lenders in connection with this First Amendment.

3.1.2                    Without limiting the foregoing, the effectiveness of this First Amendment shall be conditioned on receipt by Administrative Agent of the consent of all Lenders.

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SECTION 3.2                                   RATIFICATION; ESTOPPEL; REAFFIRMATION

3.2.1                     Borrower hereby reaffirms and ratifies the Credit Agreement and other Loan Documents, as amended, modified and supplemented hereby.

3.2.2                     Borrower hereby reaffirms to Administrative Agent and to each Lending Party that each of the representations, warranties, covenants and agreements set forth in the Credit Agreement and the other Loan Documents with the same force and effect as if each were separately stated herein and made as of the date hereof except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

3.2.3                     Borrower further represents and warrants that, as of the date hereof, it has no counterclaims, defenses or offsets of any nature whatsoever to the Obligations or any of the Loan Documents and that as of the date hereof no unwaived Default or Event of Default by Borrower, Administrative Agent or any Lending Party has occurred or exists under any of the Loan Documents.

3.2.4                     Borrower hereby ratifies, affirms, reaffirms, acknowledges, confirms and agrees that the Credit Agreement and other Loan Documents, as amended, modified and supplemented hereby by this First Amendment, represent the valid, binding, enforceable and collectible obligations of Borrower except to the extent enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.

3.2.5                     Borrower hereby affirms, acknowledges and confirms that the provisions of this First Amendment shall be a part of the Credit Agreement and Loan Documents for all purposes.

3.2.6                     Borrower affirms and acknowledges that the recitals to this First Amendment are true and accurate and are hereby incorporated into this First Amendment.

SECTION 3.3                                   RELEASE

Borrower does hereby release, remise, acquit and forever discharge Administrative Agent and Lenders and Administrative Agent and Lenders’ employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporation, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all action and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to this First Amendment, the Credit Agreement and the other Loan Documents, except, in each case, to the extent of the gross negligence or willful misconduct of the Released Parties (all of the foregoing hereinafter called the “Released Matters”).  Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters.  Borrower represents and warrants to Administrative Agent and the Lenders that it has not purported to