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acquisition or disposition permitted by this Agreement shall have been consummated duringsuch four fiscal quarter period, in computing EBITDA, net profit (and all other amountsspecified in the definition of EBITDA ) shall be computed on a pro forma basis giving effectto 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 to1.0 as of each fiscal quarter end, with “**Fixed Charge Coverage Ratio**” defined as the quotientobtained by dividing (x) for the four fiscal quarters ending as of such quarter end, theaggregate of net profit of the Guarantor and its consolidated subsidiaries after taxes plusdepreciation expense, amortization expense, cash capital equity contributions and increasesin subordinated debt minus dividends, distributions and decreases in subordinated debt,divided by (y) the aggregate of the current portion of long term debt (excluding balloonpayments) and capitalized lease payments for the Guarantor and its consolidated subsidiariesas of such quarter end.”2. Except as specifically provided herein, all terms and conditions of the Credit Agreement remainin full force and effect, without waiver or modification. All terms defined in the CreditAgreement shall have the same meaning when used in this Amendment. This Amendment and the CreditAgreement shall be read together, as one document.3. Except to the extent otherwise provided in the Guarantors Form 10-K for the period ended August31, 2009 and Form 10-Q for the period ended November 30, 2009 (the “Most RecentFiling”), Guarantor restates and affirms each and all of the representations of Guarantor set forthin Article IV of the Original Credit Agreement. The information in the Most Recent Filing is, asof its date and as of the date of this Agreement, true and correct in all material respects anddoes not omit to state a material fact necessary in order to make the statements made, in light ofthe circumstances under which they were made, not misleading.4. This Amendment is given as a replacement to the First Amendment to Credit Agreement datedJanuary 23, 2010 entered into by and between Bank and Borrower, and which erroneously named LindsayItalia, 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 PARTIESFROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING OR OFFER TOFOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THISLOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, ORSUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED INCONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BEEFFECTIVE.
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as ofthe day and year first written above.           WELLS FARGO BANK,   SNOLINE S.p.A.  NATIONAL ASSOCIATION                   By: /s/ Michael H. Wheeler   By: /s/ Marco Colombo             Michael H. Wheeler, Relationship Manager   Marco Colombo, President  
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