On May 17, 2024, Titan Machinery Inc, Heartland Agriculture, LLC, Heartland Ag Kansas, LLC, (Heartland Agriculture, LLC and Heartland Ag Kansas, LLC and J.J. O'Connor & Sons Pty Ltd. entered into the Fourth Amended and Restated Credit Agreement by and among the above referenced companies, as U.S. Borrowers or Australian Borrower, as applicable, the financial institutions party thereto, as lenders, Bank of America, N.A. as Administrative Agent, Bank of America and Wells Fargo Bank, National Association, as Joint Lead Arrangers, and Bank of America and PNC Bank, National Association, as Co-Documentation Agents. The Credit Agreement amends, restates and extends the term of the Company?s existing $350.0 million Third Amended and Restated Credit Agreement, dated as of April 3, 2020, as further amended and adds O?Connors as a borrower under the Credit Agreement. The Credit Agreement provides for a secured credit facility in a principal amount of up to $500.0 million, consisting of a $395.0 million floorplan facility and a $105.0 million revolving operating line which can be used by both the U.S, Borrowers and the Australian Borrower.

The maximum aggregate facility for the Australian Borrower cannot exceed $100.0 million and the U.S. Borrowers aggregate facility cannot exceed $485.0 million. The outstanding indebtedness under the Credit Agreement will mature on May 17, 2029. The borrowing base for each of the operating lines is calculated based upon the U.S. Borrowers?

or Australian Borrower?s, as applicable, account receivables, parts, attachments, rental equipment, real estate, and vehicles, pursuant to a formula and subject to certain reserves, as defined under the Credit Agreement. The borrowing base for each of the floorplan loans is calculated based upon U.S. Borrowers? or Australian Borrower?s, as applicable, new equipment inventory and used equipment inventory, pursuant to a formula and subject to certain reserves, as defined under the Credit Agreement.

Borrowings under the Credit Agreement bear interest at a variable rate, described as follows: For borrowings by a U.S. Borrower under the Credit Agreement, such U.S. Borrower elects at the time of any advance to choose a Base Rate Loan or a SOFR Rate Loan. The SOFR Rate is based upon the one-month, three-month or six-month SOFR plus an adjustment (0.11448% for the one-month term; 0.26161% for the three-month term; and 0.42826% for the six-month term), as chosen by the such U.S. Borrower, but in no event shall the SOFR Rate be less than zero. The Base Rate is determined as the greatest of the prime rate of interest announced, from time to time, by Bank of America; the Federal Funds Rate plus 0.5%; and one-month SOFR plus 1.0%, but in no event shall the Base Rate be less than zero.

The effective interest rate on borrowings by a U.S. Borrower is then calculated by adding an applicable margin to the SOFR Rate or Base Rate, as applicable. The applicable margin for borrowings by a U.S. Borrower is determined based on excess availability as determined under the Credit Agreement and ranges from 0.75% to 1.25% for Base Rate Loans and 1.75% to 2.25% for SOFR Rate Loans. The applicable margins for borrowings by U.S. Borrowers under the Credit Agreement are 0.25% higher than the corresponding margins under the Existing Credit Facility.

For borrowings by the Australian Borrower under the Credit Agreement, O?Connor?s elects at the time of the advance to choose an Australian Base Rate Loan or an Australian Bill Rate Loan. The Australian Bill Rate is based on the Bank Bill Swap Reference Bid Rate with an equivalent term of the loan, but in no event shall the Australian Bill Rate be less than zero. The Australian Base Rate is computed as the sum of 1% plus the interbank overnight cash rate calculated by the Reserve Bank of Australia (but in no event shall the Australian Base Rate be less than zero).

The effective interest rate on borrowings by the Australian Borrower is then calculated by adding an applicable margin to the Australian Bill Rate or the Australian Base Rate, as applicable. The applicable margin for borrowings by the Australian Borrower is determined based on excess availability as determined under the Credit Agreement and ranges from 1.75% to 2.25%. The unused line fee under the Credit Agreement, for both the U.S. and Australian portion of the facilities, is incurred at the rate of 0.25% per annum on the average monthly unused amount.

The Credit Agreement requires monthly payments of accrued interest. Interest payments, unused line fees, and other fees and expenses under the Credit Agreement are due in arrears on the first day of each month. The Company is also obligated to pay other customary closing fees, arrangement fees, collateral appraisal fees, administration fees and letter of credit fees for a credit facility of this size and type.

The Credit Agreement does not obligate the Company to maintain financial covenants, except in the event that excess availability is less than 15% of the lower of the borrowing base or the size of the maximum credit line, at which point the Company is required to maintain a fixed charge coverage ratio (?FCCR?) of at least 1.10:1.00. The Credit Agreement includes various restrictions on the Company and its subsidiaries? activities, including, under certain conditions, limitations on the Company?s ability to make certain cash payments including cash dividends and stock repurchases, issuance of equity instruments, acquisitions and divestitures, and entering into new indebtedness transactions.

The Credit Agreement includes customary events of default that include, among other things, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults, structural defaults under the loan documents and a change of control default. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement. Under certain circumstances, a default interest rate may apply on any amount outstanding under the Credit Agreement during the existence of an event of default at a per annum rate equal to 2.00% above the applicable interest rate.

The obligations under the Credit Agreement are secured by a first priority lien on substantially all assets of the U.S. Borrowers and the Australia Borrower including, among other assets, substantially all working capital assets including cash, accounts receivable and inventory, subject to collateral priority arrangements agreed to pursuant to Bank of America?s inter-creditor agreements with each of CNH Industrial Capital, DLL Finance, and National Bank of Australia, who each furnish floorplan and operating line financing to the Company and/or its subsidiaries.