RESTATED FIRST AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 10.4
RESTATED FIRST AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 23, 2010,
by and between SNOLINE S.p.A., successor in interest to LINDSAY ITALIA, S.r.l., an Italian Limited
Liability Company (“Borrower”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that
certain Credit Agreement between Borrower and Bank dated as of December 27, 2006, as amended from
time to time (“Credit Agreement”).
WHEREAS, Borrower Lindsay Italia, S.r.l. was merged into Snoline S.p.A. on May 24, 2007 as
permitted under the terms of the Credit Agreement, and Snoline S.p.A. is now the successor in
interest to Lindsay Italia, S.r.l. and Borrower hereunder.
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set
forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said
changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:
1. Section 4.8 is hereby deleted in its entirety, and the following substituted therefor:
“SECTION 4.8. FINANCIAL CONDITION. Maintain its financial condition as follows, on a
consolidated basis with Guarantor and its consolidated subsidiaries, using generally accepted
accounting principles consistently applied and used consistently with prior practices (except to
the extent specified as follows or modified by the definitions herein):
(a) Current Ratio not less than 1.50 to 1.0 as of each fiscal quarter end, with “Current
Ratio” defined as total current assets divided by total current liabilities.
(b) Tangible Net Worth not less than $115,000,000.00 (the “TNW Requirement”) as of each
fiscal quarter end, beginning with the quarter ended February 28, 2010; the TNW Requirement
shall be increased at the end of each fiscal quarter, beginning with the quarter ended May
30, 2010, by an amount equal to 25% of net income after taxes for such fiscal quarter (but
shall not be reduced as a result of any losses incurred during any such fiscal quarter); with
“Tangible Net Worth” defined as the aggregate of consolidated total stockholders’ equity plus
subordinated debt less any intangible assets.
(c) Consolidated Funded Debt to EBITDA not greater than 2.5 to 1.0 as of each fiscal quarter
end, with “Funded Debt” defined as the sum of all obligations for borrowed money (including
subordinated debt) plus that portion of all capital lease obligations reported on the balance
sheet of Guarantor and its consolidated subsidiaries, as a liability as of such quarter end,
and with “EBITDA” defined, for the four fiscal quarters ending as of such quarter end, as net
profit before tax plus interest expense, depreciation expense and amortization expense for
the Guarantor and its consolidated subsidiaries; provided however that, in the event that an
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acquisition or disposition permitted by this Agreement shall have been consummated during
such four fiscal quarter period, in computing EBITDA, net profit (and all other amounts
specified in the definition of EBITDA ) shall be computed on a pro forma basis giving effect
to such acquisition or disposition, as the case may be, as of the first day of such period.
(d) Consolidated Fixed Charge Coverage Ratio not less than 2.25 to
1.0 as of each fiscal quarter end, with “Fixed Charge Coverage Ratio” defined as the quotient
obtained by dividing (x) for the four fiscal quarters ending as of such quarter end, the
aggregate of net profit of the Guarantor and its consolidated subsidiaries after taxes plus
depreciation expense, amortization expense, cash capital equity contributions and increases
in subordinated debt minus dividends, distributions and decreases in subordinated debt,
divided by (y) the aggregate of the current portion of long term debt (excluding balloon
payments) and capitalized lease payments for the Guarantor and its consolidated subsidiaries
as of such quarter end.”
2. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain
in full force and effect, without waiver or modification. All terms defined in the Credit
Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit
Agreement shall be read together, as one document.
3. Except to the extent otherwise provided in the Guarantors Form 10-K for the period ended August
31, 2009 and Form 10-Q for the period ended November 30, 2009 (the “Most Recent
Filing”), Guarantor restates and affirms each and all of the representations of Guarantor set forth
in Article IV of the Original Credit Agreement. The information in the Most Recent Filing is, as
of its date and as of the date of this Agreement, true and correct in all material respects and
does not omit to state a material fact necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading.
4. This Amendment is given as a replacement to the First Amendment to Credit Agreement dated
January 23, 2010 entered into by and between Bank and Borrower, and which erroneously named Lindsay
Italia, S.r.l. as Borrower rather than Snoline S.p.A. as successor in interest to Lindsay Italia,
S.r.l.
A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW. TO PROTECT THE PARTIES
FROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING OR OFFER TO
FOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS
LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR
SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN
CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BE
EFFECTIVE.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of
the day and year first written above.
| XXXXX FARGO BANK, | SNOLINE S.p.A. | |||||||||
| NATIONAL ASSOCIATION | ||||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx | By: | /s/ Xxxxx Xxxxxxx | |||||||
| Xxxxxxx X. Xxxxxxx, Relationship Manager | Xxxxx Xxxxxxx, President | |||||||||
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