exhibit 10. 28 amendment to case ih agricultural equipment sales and service agreements 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 : recitals dealer desires to conduct a public offering of its common stock, which requires the prior approval of the company under the agreements now in effect between dealer and company, and company is willing to, and does hereby, approve a public offering of dealer ’ s stock ( the “ ipo ” ), upon agreement of the parties to the terms hereof ; and the size and geographic diversity of dealer ’ s cnh - branded dealership operations as presently constituted make it unlike the company ’ s other north american dealers ; and a public offering of dealer ’ s stock would make dealer ’ s cnh - branded dealership operations even more unlike any of the company ’ s other north american dealers ; and the uniqueness of dealer ’ s circumstances warrant modifications to the agreements now in effect between dealer and the company ; and dealer ’ s stated goal is to be recognized as the premier dealer group for company - branded products, and both dealer and company reasonably expect dealer to perform consistently at mutually agreed levels, dealer therefore commits ( i ) to strive toward achieving and maintaining market share at mutually agreed levels and ( ii ) to meeting the adjusted debt to tangible net worth covenant set forth below ; and the company and dealer mutually recognize that in order for dealer to fully meet its obligations under the agreements and this amendment, to meet its business plan goals and objectives, and to perform consistently at the mutually agreed level, dealer must continue to focus its business operations on its primary markets. dealer has entered into seven ( 7 ) - year term employment agreements between it and david meyer and peter christianson ; and dealer is willing to agree to and be bound by the terms hereof in order to obtain company ’ s approval for the ipo ; now therefore, in consideration of the promises and mutual covenants and agreements contained herein, the parties hereto agree as follows : 1. the above recitals are hereby incorporated by reference. effective as of consummation of the ipo, which is