exv10w2



 






Exhibit 10.2




Exhibit 10.2




REVOLVING CREDIT AGREEMENT




by and between




LINDSAY CORPORATION



a Delaware corporation




and




WELLS FARGO BANK, NATIONAL ASSOCIATION



a national banking association




Dated as of January 24, 2008




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I	 	DEFINITIONS AND CONSTRUCTION
	 	 	1	 
	 	 	SECTION 1.01. Definitions
	 	 	1	 
	 	 	SECTION 1.02. Construction
	 	 	5	 
	ARTICLE II	 	AMOUNTS AND TERMS OF THE LOANS
	 	 	5	 
	 	 	SECTION 2.01. THE LOANS
	 	 	5	 
	 	 	SECTION 2.02. MAKING LOANS
	 	 	6	 
	 	 	SECTION 2.03. LETTERS OF CREDIT
	 	 	6	 
	 	 	SECTION 2.04. REPAYMENT AND INTEREST
	 	 	7	 
	 	 	SECTION 2.05. OPTIONAL REPAYMENTS
	 	 	8	 
	 	 	SECTION 2.06. PAYMENTS AND COMPUTATIONS
	 	 	8	 
	 	 	SECTION 2.07. PAYMENT ON NONBUSINESS DAYS
	 	 	9	 
	 	 	SECTION 2.08. INCREASED COSTS
	 	 	9	 
	 	 	SECTION 2.09. PAYMENT OF BREAK COSTS
	 	 	9	 
	 	 	SECTION 2.10. CHANGES IN LAW REGARDING LIBOR RATE LOANS
	 	 	10	 
	ARTICLE III	 	CONDITIONS PRECEDENT
	 	 	10	 
	 	 	SECTION 3.01. CONDITION PRECEDENT TO INITIAL LOAN
	 	 	10	 
	 	 	SECTION 3.02. CONDITIONS PRECEDENT TO ALL LOANS
	 	 	10	 
	ARTICLE IV	 	REPRESENTATIONS AND WARRANTIES
	 	 	11	 
	ARTICLE V	 	COVENANTS
	 	 	14	 
	 	 	SECTION 5.01. AFFIRMATIVE COVENANTS
	 	 	14	 
	 	 	SECTION 5.02. NEGATIVE COVENANTS
	 	 	17	 
	ARTICLE VI	 	EVENTS OF DEFAULT
	 	 	18	 
	 	 	SECTION 6.01. EVENTS OF DEFAULT
	 	 	18	 
	 	 	SECTION 6.02. REMEDIES, ETC
	 	 	19	 
	ARTICLE VII	 	MISCELLANEOUS
	 	 	20	 
	 	 	SECTION 7.01. AMENDMENTS, ETC
	 	 	20	 
	 	 	SECTION 7.02. NOTICES, ETC
	 	 	20	 
	 	 	SECTION 7.03. RELIANCE BY BANK
	 	 	21	 
	 	 	SECTION 7.04. NO WAIVER; REMEDIES
	 	 	21	 
	 	 	SECTION 7.05. ACCOUNTING TERMS
	 	 	21	 
	 	 	SECTION 7.06. COSTS, EXPENSES AND TAXES
	 	 	21	 
	 	 	SECTION 7.07. RIGHT OF SET-OFF
	 	 	21	 
	 	 	SECTION 7.08. SEVERABILITY OF PROVISIONS
	 	 	21	 
	 	 	SECTION 7.09. CONSENT TO JURISDICTION AND SERVICE
	 	 	21	 
	 	 	SECTION 7.10. BINDING EFFECT; GOVERNING LAW
	 	 	22	 
	 	 	SECTION 7.11. INDEMNIFICATION
	 	 	22	 
	 	 	SECTION 7.12. SURVIVAL
	 	 	22	 
	 	 	SECTION 7.13. EXECUTION IN COUNTERPARTS
	 	 	23	 
	 	 	SECTION 7.14. SUCCESSORS; ASSIGNMENT; PARTICIPATIONS
	 	 	23	 
	 	 	SECTION 7.15 ENTIRE AGREEMENT; AMENDMENTS
	 	 	23	 
	 	 	SECTION 7.16 NO THIRD-PARTY BENEFICIARIES
	 	 	23	 
	 	 	SECTION 7.17 TIME OF ESSENCE
	 	 	23	 
	 	 	SECTION 7.18 ARBITRATION
	 	 	23	 
	 	 	SECTION 7.19 NOTICE REQUIRED BY LAW
	 	 	25	 






Exhibit “A”—Form of Note

Schedule 4.01(B)—Borrower Information

Schedule 4.01(F)-Material Pending and Threatened Litigation, Etc.

Schedule 4.01(M)—Environmental Matters and Permits

Schedule 5.02(C)—Permitted Debt

Schedule 5.02(F)—Loans, Investments, Etc.

Schedule 5.02(G)—Permitted Encumbrances

Schedule 5.02(H)—Hedging Agreements




i









 





REVOLVING CREDIT AGREEMENT




     THIS REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of January 24, 2008, by and
between LINDSAY CORPORATION, a Delaware corporation (the “Borrower”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association (the “Bank”).



     WHEREAS, Borrower has requested that Bank extend credit to Borrower as described herein, and
Bank has agreed to provide such credit to Borrower on the terms and conditions contained herein.



     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Bank hereby agree as follows:



ARTICLE I

DEFINITIONS AND CONSTRUCTION




     SECTION 1.01. DEFINITIONS. As used in this Agreement, the following terms shall have the
following meanings:



     “AAA” shall have the meaning set forth in Section 7.18 of this Agreement.



     “AAA Rules” shall have the meaning set forth in Section 7.18 of this Agreement.



     “Affiliate” with respect to any Person, shall mean (a) a parent corporation or entity; (b)
subsidiary corporation or entity; (c) an entity controlled by any controlling shareholder(s) of
such entity; (d) any other Person that directly or indirectly, through one or more intermediaries,
controls or is controlled by such Person, or (e) any officer, director, shareholder or owner of
such entity. The term “control” means the possession, directly or indirectly, of the power to
direct or cause direction of the management and policies of a Person, whether through the ownership
of voting securities, by contract, or otherwise; provided, however, in no event shall Bank be
deemed an Affiliate of Borrower or any of Borrower’s Subsidiaries or Affiliates.



     “Authorized Individual” shall mean any one or more of the following individuals:


Richard W. Parod

David B. Downing




     “Bankruptcy Code” shall have the meaning set forth in Section 6.01(F) of this
Agreement.



     “Business Day” shall mean any day other than a Saturday, Sunday or a public or bank holiday in
Omaha, Nebraska, and, if such day relates to any LIBOR Rate, shall include only such days which are
also days on which dealings in dollar deposits are conducted by and between banks in the London
dollar interbank market.



     “Commitment” shall mean the commitment of Bank to make Loans pursuant to Section
2.01(A) of this Agreement (including the issuance of Letters of Credit under Section
2.03).



     “Conditions of Increase” shall have the meaning set forth in Section 2.01(A) of this
Agreement.



     “Continue,” “Continuation” and “Continued” shall refer to the continuation pursuant to
Section 2.04(C) of a LIBOR Rate Loan as a LIBOR Rate Loan from one Interest Period to the
next Interest Period.



     “Convert,” “Conversion,” and “Converted” shall refer to a conversion pursuant to this
Agreement of one Type of Loan into the other Type of Loan.



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     “Daily LIBOR Rate” shall mean a fluctuating rate equal from time to time to the one-month
LIBOR Rate as in effect and as reset each Business Day, rounded up to the next highest 1/16%.



     “Daily LIBOR Rate Loan” shall mean any loan made pursuant to Section 2.01(A) hereof
which bears interest determined by reference to the Daily LIBOR Rate.



     “Debt” shall mean indebtedness of any kind, including, without limitation: (A) indebtedness
for borrowed money or for the deferred purchase price of property or services, (B) obligations as
lessee under leases which shall have been or should be, in accordance with GAAP, recorded as
capital leases, (C) obligations under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds referred to in
clause (A) or (B) above, and (D) liabilities in respect of unfunded vested benefits under plans
covered by ERISA.



     “Default Rate” shall mean the lesser of the Maximum Rate or a fluctuating rate which is 2.0%
per annum above the interest rate otherwise applicable to the Loans from time to time.



     “Environmental Laws” shall mean all federal, state and local environmental, health and safety
laws, codes, and ordinances, and all rules and regulations promulgated thereunder and all orders
and Permits issued pursuant thereto.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.



     “Event of Default” shall have the meaning provided in Section 6.01 of this Agreement.



     “Exchange Act” shall have the meaning set forth in Section 6.01(I) of this Agreement.



     “GAAP” shall mean generally accepted accounting principles, consistently applied and used
consistently with prior practices.



     “Hedging Agreement” means any interest rate swap, cap, collar or other similar agreement
enabling a Person to fix or limit its interest expense or any foreign exchange, currency hedging,
commodity hedging, security hedging or other agreement enabling a Person to limit the market risk
of holding currency, a security or a commodity in either the cash or futures markets.



     “Increase Date” shall have the meaning set forth in Section 2.01(A) of this Agreement.



     “Indemnified Liabilities” shall have the meaning set forth in Section 7.11 of this
Agreement.



     “Indemnified Parties” shall have the meaning set forth in Section 7.11 of this
Agreement.



     “Interest Period” means a period commencing on a Business Day and continuing for 1, 2, 3, 6 or
12 months, as designated by Borrower, during which a LIBOR Rate Loan is to be outstanding; provided
however, that (a) no Interest Period shall extend beyond the Termination Date; (b) if any Interest
Period would otherwise end on a day which is not a Business Day, then the Interest Period shall end
on the next succeeding Business Day unless the next succeeding Business Day falls in another
calendar month, in which case the Interest Period shall end on the immediately preceding Business
Day, and (b) if any Interest Period begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month at the end of the
Interest Period), then the Interest Period shall end on the last Business Day of the calendar month
at the end of such Interest Period.



     “Letter of Credit” has the meaning specified in Section 2.03(A).



     “Letter of Credit Fee” means a per annum fee applicable to each Letter of Credit equal to the
greater of: (1) the Letter of Credit Margin multiplied by the face amount of the particular Letter
of Credit, or (2) Seven Hundred Fifty Dollars ($750).



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     “Letter of Credit Liabilities” means, at any time, without duplication, the aggregate maximum
amount available to be drawn under all outstanding Letters of Credit plus the aggregate amount of
all Reimbursement Obligations.



     “Letter of Credit Margin” shall mean one-half of one percent (0.50%).



     “Letter of Credit Sublimit” means Ten Million Dollars ($10,000,000).



     “LIBOR Rate” shall mean the interest rate per annum determined pursuant to the following
formula:



	 	 	 	 	 
	LIBOR Rate =

	 	Base LIBOR
 

	 	 
	 

	 	100% - LIBOR Reserve Percentage	 	 






where





     (i) “Base LIBOR” means the rate per annum for United States dollar deposits quoted by
Bank as the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted
by Bank for the purpose of calculating effective rates of interest for loans making
reference thereto, on the first day of an Interest Period for delivery of funds on said date
for a period of time equal to the number of days in such Interest Period and in an amount
equal to the principal amount of the LIBOR Rate Loan to which such Interest Period applies.
Borrower understands and agrees that Bank may base its quotation of the Inter-Bank Market
Offered Rate upon such offers or other market indicators of the Inter-Bank Market as Bank in
its discretion deems appropriate including, but not limited to, the rate offered for U.S.
dollar deposits on the London Inter-Bank Market; and




     (ii) “LIBOR Reserve Percentage” means the reserve percentage prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities”
(as defined in Regulation D issued by the Board of Governors of the Federal Reserve System,
as amended), adjusted by Bank for actual changes in such reserve percentage during the
applicable Interest Period.



     “LIBOR Rate Loan” shall mean any loan made pursuant to Section 2.01(A) hereof which
bears interest determined by reference to the LIBOR Rate.



     “LIBOR Rate Margin” shall mean one-half of one percent (0.50%).



     “Loan” shall mean either a LIBOR Rate Loan or a Daily LIBOR Rate Loan, as applicable, and
“Loans” shall mean all of the foregoing.



     “Loan Documents” shall mean this Agreement, the Note, the Letters of Credit (and any related
reimbursement agreement), and any and all other documents which evidence or secure the Loans or the
Letters of Credit.



     “Loan Obligations” means all obligations, indebtedness, and liabilities of Borrower to Bank
arising pursuant to any of the Loan Documents, whether now existing or hereafter arising, whether
direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several,
or joint and several, including, without limitation, the obligation of Borrower to repay the Loans,
the Letter of Credit Liabilities, and interest on the Loans and Reimbursement Obligations, and all
fees, costs, and expenses (including attorneys’ fees and expenses) provided for in the Loan
Documents.



     “Loan Request” shall mean notice requesting any Loan provided to Bank pursuant to
Section 2.02 of this Agreement.



     “Material Adverse Effect” means any set of circumstances or events which (i) has any material
adverse effect upon the validity or enforceability of any Loan Documents or any material term or
condition



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contained therein; (ii) has a material adverse effect on the condition (financial or
otherwise), business assets, operations, or property of Borrower, or Borrower and its Subsidiaries
taken as a whole, or (iii) materially impairs the ability of Borrower to perform the Loan
Obligations.




     “Maximum Rate” shall have the meaning set forth in Section 2.04(B)(3) of this
Agreement.



     “Maximum Amount” shall have the meaning set forth in Section 2.01(A) of this
Agreement.



     “Note” shall mean the promissory note of Borrower delivered in accordance with
Article III hereof substantially in the form of Exhibit “A” attached hereto, and
any replacement, modification, extension or renewal thereof, and any additional or separate
promissory note or notes that may be delivered pursuant to this Agreement, as amended.



     “Outstanding Credit” means, at any time of determination, the sum of (a) the aggregate
principal amount of Loans then outstanding, plus (b) the Letter of Credit Liabilities.



     “Permits” shall mean federal, state, and local permits, licenses, certificates and approvals.



     “Permitted Encumbrances” shall have the meaning provided in Section 5.02(G) of this
Agreement.



     “Person” shall mean an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, governmental
authority or other entity of whatever nature.



     “Plan” shall have the meaning set forth in Section 4.01(K) of this Agreement.



     “Quarterly Payment Date” shall mean the last Business Day of each calendar quarter.



     “Reimbursement Obligation” means the obligation of Borrower to reimburse Bank for the honor of
any demand for payment or drawing under a Letter of Credit.



     “Significant Subsidiary” means (i) a Subsidiary of Borrower with net assets of at least Five
Million Dollars ($5,000,000) as of the end of the immediately preceding fiscal quarter of
Borrower’s fiscal year; and (ii) a Subsidiary of Borrower that has as its Subsidiary an entity
meeting the description set forth in clause (i), and (iii) any Subsidiary that has consummated a
material transaction since the end of the immediately preceding fiscal quarter of Borrower’s fiscal
year that is reasonably likely to result in such Subsidiary being included in clause (i) or (ii) as
of the end of the current fiscal quarter of Borrower’s fiscal year.



     “Subsidiary” means as to any Person, a corporation, partnership, limited liability company or
other entity of which shares of stock or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified,
all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary
or Subsidiaries of Borrower.



     “Substitute Letter of Credit” shall mean a letter of credit issued by a financial institution
other than Bank after: (1) Borrower has made a request of Bank for Bank to issue such letter of
credit under the provisions of Section 2.03(A), and (2) Bank has declined such request.



     “Substitute Letter of Credit Liabilities” shall mean the sum of the maximum aggregate amount
available to be drawn, and the obligation of Borrower to reimburse the substitute bank issuer(s)
for the honor of any demand for payment or drawing, under all Substitute Letters of Credit.



     “Termination Date” shall mean January 23, 2010.



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     “Type” means either type of Loan (i.e., a LIBOR Rate Loan or a Daily LIBOR Rate Loan).



     “Unused Commitment Fee” shall mean an amount equal to one-eighth of one percent (0.125%) per
annum of the difference between the then-effective Maximum Amount and the average daily balance of
Outstanding Credit during the preceding calendar quarter.


SECTION 1.02. Construction. Wherever herein the singular number is used, the same shall include
the plural where appropriate, and words of any gender shall include each other gender where
appropriate. The headings,
captions or arrangements used in any of the Loan Documents are for convenience only and shall not
be deemed to limit, amplify or modify the terms of the Loan Documents, nor affect the meaning
thereof.




ARTICLE II

AMOUNTS AND TERMS OF THE LOANS



SECTION 2.01. THE LOANS.




     (A) Bank agrees on the terms and conditions hereinafter set forth, to make Loans to Borrower
from time to time during the period from the date hereof to but not including the Termination Date
in an aggregate amount not to exceed at any time the Maximum Amount. Within the limits of the
Commitment, Borrower may borrow, repay pursuant to Section 2.04 hereof, and reborrow under
this Section 2.01(A). Loans shall be used for working capital and general corporate
purposes of Borrower. As used herein, the term “Maximum Amount” shall mean:




     (i) From the date hereof to but not including the earlier of the Increase Date
(defined below) or the Termination Date, THIRTY MILLION DOLLARS ($30,000,000); or, if
applicable,




     (ii) From the date that Borrower receives written confirmation from Bank that all of
the Conditions of Increase described below have been satisfied (such date is referred to
herein as the “Increase Date”) to but not including the Termination Date, an amount of up to
FORTY-FIVE MILLION DOLLARS ($45,000,000). The “Conditions of Increase” shall mean all of
the following:




     (a) Borrower shall have delivered to Bank a written request for a one-time
increase of the Maximum Amount under this Section 2.01(A), which notice
shall state the increased Maximum Amount requested by Borrower (which shall be an
integral multiple of $1,000,000 not in excess of $45,000,000);




     (b) no Event of Default (or event or circumstance which, with the passage of
time or the giving of notice or both, would constitute an Event of Default) shall
have occurred, and Borrower shall have delivered to Bank a certificate to such
effect;




     (c) there shall have occurred no material adverse change in the credit standing
or financial position of Borrower, or Borrower and its Subsidiaries taken as a
whole;




     (d) Bank shall have received an original supplemental Note or replacement Note
reflecting the increase in the Maximum Amount, together with such other documents,
actions, consents and/or assurances as Bank may reasonably request; and




     (e) Bank shall have approved the requested increase in the Maximum Amount,
such approval to be subject to the sole discretion of Bank.



     (B) LIBOR Rate Loans shall be made only in the minimum amount of $500,000 and integral
multiples of $100,000 in excess thereof; Daily LIBOR Rate Loans may be made in any amount in excess
of $100,000.



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     (C) In the absence of manifest error, the books and records of Bank shall be conclusive and
binding upon Borrower as to the amount of each Loan, the principal balance of the Loans outstanding
at any time, the Interest Periods applicable thereto, and the amount of accrued interest thereon.


SECTION 2.02. MAKING LOANS. Each Loan shall be made on notice from Borrower to Bank by an
Authorized Individual delivered, in the case of a request for a LIBOR Rate Loan, before 2:00 p.m.
(Omaha, Nebraska time) on a Business Day which is at least two (2) Business Days prior to the
requested date of such Loan, and in the case of a Daily LIBOR Rate Loan, before 2:00 p.m. (Omaha,
Nebraska time) on the requested date of such Loan. A “Loan Request” shall include the following
information:




     (A) the amount of the Loan;



     (B) the requested date of the Loan;



     (C) whether the Loan is to be a LIBOR Rate Loan or a Daily LIBOR Rate Loan; and



     (D) if the Loan is to be a LIBOR Rate Loan, the Interest Period for such Loan.


Any Loan Request received after 2:00 p.m. (Omaha, Nebraska time) on a Business Day shall be treated
as though received on the next Business Day. Subject to the timely delivery of a Loan Request, and
upon fulfillment of the applicable conditions set forth in Article III, Bank will make such
Loan available to Borrower in same day funds at Bank’s address referred to in Section 7.02.
Bank may rely without further investigation on any Loan Request. Each Loan Request shall be
irrevocable and binding on Borrower and Borrower shall indemnify Bank against any loss or expense
Bank may incur as a result of any failure (including any failure resulting from the failure to
fulfill on or before the date specified for such Loan the applicable conditions set forth in
Article Ill) of Borrower to borrow any Loan after a Loan Request has been submitted,
including, without limitation, any loss or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by Bank to fund such Loan when such Loan, as a
result of such failure, is not made on such date. The submission of a Loan Request (or request for
issuance of a Letter of Credit, request for a Continuation, or request for a Conversion, as
applicable) shall constitute a representation by Borrower that, as of the date of such request, no
Event of Default (or event or circumstance which, with the passage of time or the giving of notice
or both, would constitute an Event of Default) exists, and that all of the representations and
warranties set forth in Article IV hereof are true, accurate and complete.



SECTION 2.03. LETTERS OF CREDIT.




     (A) Commitment to Issue. Borrower may utilize the Commitment in part by requesting
that Bank issue, and Bank, subject to the terms and conditions of this Agreement, may, in its
reasonable sole discretion, issue standby or commercial letters of credit in a minimum amount of
$100,000 for Borrower’s account (such letters of credit being hereinafter referred to collectively
as the “Letters of Credit” and each individually, a “Letter of Credit”); provided, however, that:




     (1) the aggregate amount of outstanding Letter of Credit Liabilities shall not at any
time exceed the amount of Letter of Credit Sublimit; and




     (2) the Outstanding Credit shall not at any time exceed the Maximum Amount.



     (B) Letter of Credit Request Procedure. Borrower shall give Bank irrevocable prior
written notice (effective upon receipt) on or before 2:00 P.M. (Omaha, Nebraska time) on the
Business Day which is not less than three (3) Business Days prior to the date of the requested
issuance of a Letter of Credit specifying the requested amount, expiry date and issuance date of
each Letter of Credit to be issued and the nature of the transactions to be supported thereby. Any
such notice received after 2:00 P.M. (Omaha, Nebraska time) on a Business Day shall be deemed to
have been received and be effective on the next Business Day. Each Letter of Credit shall have an
expiration date that occurs on or before the Termination Date, shall be payable in U.S. dollars,
must be satisfactory in form and substance



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to Bank, and shall be issued pursuant to, and otherwise
governed by, such documentation as Bank may reasonably require, including, without limitation,
Bank’s standard letter of credit application and agreement forms.




     (C) Letter of Credit Fees. Borrower shall pay to Bank an irrevocable Letter of Credit
Fee on each Letter of Credit, such Letter of Credit Fee to be paid upon issuance of each Letter of
Credit (and, if applicable, on each anniversary thereof). With respect to each Letter of Credit
Borrower shall also pay to Bank all fees, costs, and expenses of Bank arising in connection with
any Letter of Credit, including Bank’s customary fees for amendments, transfers, and drawings on
Letters of Credit.



     (D) Reimbursements. After Bank’s receipt from the beneficiary of any Letter of Credit
of any demand for payment or other drawing under such Letter of Credit, Borrower shall be
irrevocably and unconditionally obligated to reimburse Bank for any amounts paid by Bank upon any
demand for payment or drawing under the applicable Letter of Credit, without presentment, demand,
protest, or other formalities of any kind. Such reimbursement shall occur no later than 2:00 p.m.
(Omaha, Nebraska time) on the date of payment under the applicable Letter of Credit. All payments
on Reimbursement Obligations (including any interest thereon) shall be made to Bank in U.S. dollars
and in immediately available funds, without set-off, deduction, or counterclaim.
Subject to the other terms and conditions of this Agreement, such reimbursement may be made by
Borrower requesting a Loan in accordance with Section 2.02, the proceeds of which shall be
credited against the Reimbursement Obligations. If any Reimbursement Obligation is not paid when
due, Bank may (but shall not be obligated to) pay such Reimbursement Obligation by making a Loan to
Borrower, and Bank is hereby authorized to make Loan Requests in the amount necessary for such
purposes.


SECTION 2.04. REPAYMENT AND INTEREST.




     (A) Repayment. Borrower shall repay the aggregate unpaid principal amount of all
Loans on or before the Termination Date in accordance with the terms of the Note and this
Agreement.



     (B) Interest.




     (1) Prior to Default. Borrower shall pay interest on the outstanding and
unpaid principal amount of each Loan from the date of such Loan until such principal amount
is due as follows:




     (a) for any Loan which has been designated a LIBOR Rate Loan, such Loan shall
bear interest for the applicable Interest Period at a fixed rate equal to the LIBOR
Rate in effect as of the first day of the applicable Interest Period plus the LIBOR
Rate Margin; and




     (b) for any Loan which has been designated (or is deemed to be) a Daily LIBOR
Rate Loan, such Loan shall bear interest at a fluctuating rate of interest equal to
the Daily LIBOR Rate in effect from time to time plus the LIBOR Rate Margin.




     (2) Default. Upon and after the occurrence of any Event of Default, Borrower
shall pay interest on the unpaid principal balance of all Loans at the Default Rate (subject
to the provisions of Section 2.04(B)(3) below).




     (3) Maximum Rate. It is the intention of Bank and Borrower hereof that the
Note and this Agreement and any other Loan Documents and all provisions thereof conform in
all respects to applicable law so that no payment of interest or other sum construed to be
interest shall exceed the highest lawful rate permissible (herein referred to as the
“Maximum Rate”). In determining the rate of interest paid or payable under this Agreement
and the Note or any of the other Loan Documents, all funds paid or to be paid as interest or
construed to be interest shall be prorated, allocated, or spread as permitted under
applicable law. If, through any circumstances, the contract of Borrower and Bank would
result in any amounts due or payable hereunder exceeding the Maximum Rate, or if Borrower
pays any sum as interest or construed to be interest



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in excess of the Maximum Rate, then,
ipso facto, (1) the amount contracted for shall be automatically reduced to the Maximum
Rate, and (2) the amount of excess interest paid shall be applied to the reduction of the
principal balance of the Note, if any, and if the principal balance has been fully paid, the
excess interest shall be refunded to Borrower and Borrower agrees to accept such refund.
Thereupon, to the extent permitted by law, Bank shall not be subject to any penalty provided
for the contracting for, charging, or receiving of interest in excess of the Maximum Rate,
regardless of when or the circumstances under which such refund or application was made.




     (4) Payment of Interest. Borrower shall pay accrued and unpaid interest on all
Loans as follows:




     (a) For LIBOR Rate Loans, on the last day of each Interest Period for such Loan
and on the Termination Date (provided that in the case of any Loan with an Interest
Period in excess of three months, interest shall be due and payable at the end of
each three-month period and at the end of such Interest Period and on the
Termination Date);




     (b) For Daily LIBOR Rate Loans, on the last Business Day of each calendar month
and on the Termination Date; and




     (c) For any Loan which, under the terms of this Agreement, bears interest at
the Default Rate, on demand or, if not sooner demanded, on the last Business Day of
each calendar month.



     (C) Continuation and Conversion. Borrower shall have the right from time to time to
Convert all or part of any Loan into a Loan of a different Type or to Continue LIBOR Rate Loans;
provided that: (a) a LIBOR Rate Loan may only be Converted on the last day of the Interest Period
therefor; (b) except for Conversions into Daily LIBOR Rate Loans, no Conversion to or Continuation
of a LIBOR Rate Loan shall be made while an Event of Default exists or if the interest rate for
such LIBOR Rate Loans would exceed the Maximum Rate, and (c) each LIBOR Rate Loan, as Converted,
shall be subject to the minimum amounts for LIBOR Rate Loans set forth in Section 2.01(B).
Notices by Borrower to Bank of Conversions and Continuations of Loans shall be irrevocable and
shall be effective only if received by Bank not later than 10:00 a.m. (Omaha, Nebraska time) on
(a) the Business Day of the Conversion into Daily LIBOR Rate Loans and (b) the Business Day three
(3) Business Days before the Conversion to or Continuation of a LIBOR Rate Loan.



     (D) Failure to Specify Interest Rate or Interest Period. If Borrower fails to select
the Interest Rate applicable to any Loan or portion thereof, such Loan or portion thereof shall be
deemed to bear interest at the Daily LIBOR Rate. If Borrower selects a LIBOR Rate Loan (including
Continuation of any LIBOR Rate Loan or Conversion from a Daily LIBOR Rate Loan to a LIBOR Rate
Loan) but fails to select the Interest Period for such Loan, the Interest Period shall be deemed to
be one (1) month.



     (E) Unused Commitment Fee. Borrower agrees to pay to Bank the Unused Commitment Fee
on a quarterly basis in arrears, commencing on the first Quarterly Payment Date following the date
of this Agreement and thereafter on each subsequent Quarterly Payment Date and on the Termination
Date.


SECTION 2.05. OPTIONAL REPAYMENTS. Borrower may, (i) at any time, repay any Daily LIBOR Rate Loan
and (ii) subject to Section 2.09, upon three (3) Business Days’ notice to Bank, prepay the
outstanding amount of any LIBOR Rate Loan in whole or in part with accrued interest to the date of
such prepayment on the amount prepaid on, and only on, the last day of an Interest Period for such
LIBOR Rate Loan. Each partial prepayment of any Loan shall be in a principal amount of at least
$100,000 and increments of $5,000 in excess thereof.



SECTION 2.06. PAYMENTS AND COMPUTATIONS. Borrower shall make each payment hereunder and under the
Note not later than 2:00 p.m. (Omaha, Nebraska time) on the day when due in lawful money of the
United States of America to Bank at its address referred to in Section 7.02 in same day
funds. Payments shall be paid by Borrower to Bank at Bank’s account, 4121376339, in U.S.
dollars and




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in immediately available funds. Borrower hereby authorizes Bank, if and to the extent
payment of any amount is not made when due under any Loan Document, to charge from time to time
against any account of Borrower with Bank any amount so due. All computations of interest and fees
hereunder and under the Note shall be made by Bank on the basis of a year of 360 days for the
actual number of days (including the first day but excluding the last day) elapsed.



SECTION 2.07. PAYMENT ON NONBUSINESS DAYS. Whenever any payment to be made hereunder or under the
Note shall be stated to be due on a day which is not a Business Day, such payment may be made on
the next succeeding Business Day and such extension of time shall in such case be included in the
computation of payment of interest or Unused Commitment Fee, as the case may be.



SECTION 2.08. INCREASED COSTS.




     (A) If either (i) the introduction of or any change of general application (including, without
limitation, any change by way of imposition or increase of reserve requirements) in or in the
interpretation of any law or regulation or (ii) the compliance by Bank with any guideline or
request of general application from any central bank or other governmental authority (whether or
not having the force of law), shall result in any increase in the cost to Bank of making, funding
or maintaining any Loan, then Borrower shall, from time to time, upon demand by Bank, pay to Bank
additional amounts sufficient to indemnify Bank against such increased cost. A certificate as to
the amount of such increased cost, with supporting documentation and resultant calculations,
submitted to Borrower by Bank, shall, in the absence of manifest error, be conclusive and binding
for all purposes.



     (B) If either (i) the introduction of or any change in or in the interpretation of any law or
regulation or (ii) compliance by Bank with any guideline or request of general application from any
central bank or other governmental authority (whether or not having the force of law) affects or
would affect the amount of capital required or expected to be maintained by Bank and Bank in good
faith determines that the amount of such capital is increased by or based upon the existence of
Bank’s Commitment to extend credit hereunder and other commitments of this type, then, upon demand
by Bank, Borrower shall immediately pay to Bank, from time to time as specified by Bank, additional
amounts sufficient to compensate Bank in the light of such circumstances, to the extent that Bank
reasonably determines such increase in capital to be allocable to the existence of Bank’s
Commitment to extend credit hereunder. A certificate as to such amounts, submitted to Borrower by
Bank, shall, in the absence of manifest error, be conclusive and binding for all purposes.


SECTION 2.09. PAYMENT OF BREAK COSTS. If any LIBOR Rate Loan is paid on any day other than the
last day of the applicable Interest Period, whether by optional prepayment by Borrower, as a result
of acceleration upon default or otherwise, Borrower shall pay to Bank immediately upon demand a fee
which is the sum of the discounted monthly differences for each month from the month of prepayment
through the month in which such Interest Period matures, calculated as follows for each such month:





     (i) Determine the amount of interest which would have accrued each month on the amount
prepaid at the interest rate applicable to such amount had it remained outstanding until the
last day of the Interest Period applicable thereto;




     (ii) Subtract from the amount determined in (i) above the amount of interest which
would have accrued for the same month on the amount prepaid for the remaining term of such
Interest Period at the LIBOR Rate in effect on the date of prepayment for new loans made for
such term and in a principal amount equal to the amount prepaid;




     (iii) If the result obtained in (ii) for any month is greater than zero, discount that
difference by the LIBOR Rate used in (ii) above.


Borrower acknowledges that prepayment of such amount may result in Bank incurring additional costs,
expenses and/or liabilities, and that it is difficult to ascertain the full extent of such costs,
expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee
and agrees that said amount represents a reasonable estimate of the prepayment costs, expenses
and/or liabilities of Bank. If




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Borrower fails to pay any prepayment fee when due, the amount of such prepayment fee shall
thereafter bear interest until paid at a rate per annum two percent (2.00%) above the Daily LIBOR
Rate in effect from time to time (computed on the basis of a 360-day year, actual days elapsed).




SECTION 2.10. CHANGES IN LAW REGARDING LIBOR RATE LOANS.




     (A) If any change in any applicable law (including the adoption of any new applicable law) or
any change in the interpretation of any applicable law by any judicial, governmental or other
regulatory body charged with the interpretation, implementation or administration thereof, should
make it (or in the good-faith judgment of Bank should raise a substantial question as to whether it
is) unlawful for Bank to make, maintain or fund any loans bearing interest as LIBOR Rate Loans,
then (a) the obligation of Bank to make LIBOR Rate Loans shall, upon the effectiveness of such
event, be suspended for the duration of such unlawfulness, and (b) if Bank so requests, Borrower
shall, on such date as may be required by the relevant applicable law, repay, prepay or convert to
Daily LIBOR Rate Loans all then-outstanding LIBOR Rate Loans of such type made to Borrower by Bank
together with accrued interest thereon and all amounts then due, if any, hereunder



     (B) Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due
or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes
or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental
authority and related in any manner to the LIBOR Rate Loans or the calculation of the LIBOR Rate,
and (ii) future, supplemental, emergency or other changes in the assessment rates imposed by the
Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or
foreign governmental authority or resulting from compliance by Bank with any request or directive
(whether or not having the force of law) from any central bank or other governmental authority and
related in any manner to the LIBOR Rate to the extent they are not included in the calculation of
LIBOR. In determining which of the foregoing are attributable to any LIBOR Rate option available
to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be
conclusive and binding upon Borrower.



ARTICLE III

CONDITIONS PRECEDENT



SECTION 3.01. CONDITION PRECEDENT TO INITIAL LOAN. The obligation of Bank to make the initial
Loan (or issuance of any initial Letter of Credit hereunder, as applicable) is subject to the
following conditions precedent:




     (A) Bank shall have received the following, each dated the day of such Loan (or issuance of
such Letter of Credit, as applicable), in form and substance satisfactory to Bank:




     (1) The fully-executed original Note, together with a fully-executed original
counterpart of this Agreement and the fully-executed (and acknowledged, where required by
form) other Loan Documents.




     (2) Evidence of all insurance required by the terms of Section 5.01(F) of this
Agreement and the other Loan Documents.




     (3) Certified copies of the Articles of Incorporation and Bylaws (or other
organizational documents, if applicable) of Borrower, together with original or certified
copies of resolutions of the Board of Directors of Borrower, approving each Loan Document to
which it is a party (or for which its consent or approval is required) and of all documents
evidencing other necessary action and governmental approvals, if any, with respect to such
Loan Document.




     (4) A certificate of the Secretary of State of the state of organization of Borrower,
dated not more than thirty (30) days prior to the date of the initial Loan hereunder,
reflecting the existence and good standing of Borrower.



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     (5) A certificate of the Secretary of Borrower certifying the names and true signatures
of the officers of Borrower authorized to sign each Loan Document and the other documents to
be delivered by it hereunder.




     (6) UCC, tax and judgment lien search reports listing all financing statements and
other encumbrances which name Borrower (under its present name and any previous name) and
which are filed in the jurisdiction in which Borrower is organized (or in which it has
maintained a principal place of business or chief executive office within the last five (5)
years), together with copies of such financing statements.




     (7) A favorable opinion of counsel for Borrower as to the existence of such entity, the
authority of such entity to enter into the Loan Documents to which it is a party and to
perform its obligations thereunder, the absence of litigation affecting such party, and such
other matters as Bank may reasonably request.




     (8) Such other documents, certifications and other matters as Bank may reasonably
request (all legal matters incidental to the extension of credit by Bank shall be
satisfactory to Bank).



     (B) Borrower shall have paid (or made arrangements for payment satisfactory to Bank) all costs
and expenses incurred by or on behalf of Bank as described in Section 7.06 of this
Agreement.


SECTION 3.02. CONDITIONS PRECEDENT TO ALL LOANS. The obligation of Bank to make each Loan or
issue any Letter of Credit (including any initial Loan or Letter of Credit) shall be subject to the
further conditions precedent that on the date of such Loan or issuance of such Letter of Credit:




     (A) The following statements shall be true (and the receipt by Borrower of the proceeds of
such Loan or the delivery of any Letter of Credit shall be deemed to constitute a representation
and warranty by Borrower that such statements are true on such date):




     (1) The representations and warranties contained in the Loan Documents are correct on
and as of the date of such Loan or Letter of Credit as though made on and as of such date;
and




     (2) no condition, event or act has occurred and is continuing, or would result from
such Loan or the issuance of such Letter of Credit which constitutes an Event of Default or
would constitute an Event of Default but for any requirement that notice be given or time
elapse or both; and




     (3) there shall have been no material adverse change, as determined by Bank, in the
financial condition of Borrower and its Subsidiaries, taken as a whole; and




     (4) the Outstanding Credit does not exceed the Maximum Amount; and




     (5) the Letter of Credit Liabilities do not exceed the Letter of Credit Sublimit; and



     (B) Bank shall have received such other documents as Bank may require under any other Section
of this Agreement.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES



Borrower represents and warrants as follows:




     (A) Legal Status. Borrower is a corporation duly incorporated, validly existing and
in good standing under the laws of the jurisdiction of its incorporation and is domesticated in the
State of Nebraska. Each Significant Subsidiary is a corporation (or other entity, as applicable)
duly incorporated



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or formed, validly existing and in good standing under the laws of the jurisdiction of its
organization. Borrower and each Subsidiary are duly qualified, licensed, and in good standing as a
foreign corporation to transact business in each jurisdiction where the failure to do so would have
a Material Adverse Effect.



     (B) Corporate Name; Predecessors; Places of Business; Subsidiaries. As of the date of
this Agreement, Borrower’s complete and correct corporate name (as registered in the appropriate
filing office of the state of organization of Borrower), chief place of business, chief executive
office, jurisdiction of organization, and Federal Tax I.D. Number are shown on Schedule
4.01(B). Within the four months prior to the date of this Agreement, Borrower has not had any
other chief place of business, chief executive office, or jurisdiction of organization.
Schedule 4.01(B) also sets forth all other places where Borrower keeps its books and
records and all other locations where Borrower has a place of business (or has, within the five (5)
years prior to the date of this Agreement, maintained its principal place of business or chief
executive offices). Borrower does not do business nor has Borrower done business during the five
(5) years prior to the date of this Agreement under any trade name or fictitious business name
except as disclosed on Schedule 4.01(B). Schedule 4.01(B) sets forth an accurate
list of all names of all predecessor companies and Significant Subsidiaries of Borrower including
the names of any entities it acquired (by stock purchase, asset purchase, merger or otherwise) and
the chief place of business and chief executive office of each such predecessor company. For
purposes of the foregoing, a “predecessor company” shall mean, with respect to Borrower, any Person
whose assets or equity interests are acquired by Borrower or who was merged with or into Borrower
within the four months prior to the date hereof.



     (C) Authority and Validity. The execution, delivery and performance by Borrower of
each Loan Document to which it is or will be a party are within Borrower’s powers and have been
duly authorized by all necessary action on the part of Borrower. This Agreement is, and each other
Loan Document to which Borrower is or will be a party when delivered hereunder will be, assuming,
in each case, due authorization, execution and delivery by Bank, legal, valid and binding
obligations of Borrower enforceable against Borrower in accordance with their respective terms. No
authorization or approval or other action by, and no notice to or filing with, any other Person or
governmental authority or regulatory body is required for the due execution, delivery and
performance by Borrower of any Loan Document to which it is a party.



     (D) No Violation. The execution, delivery and performance by Borrower of this
Agreement and each of the Loan Documents do not: (1) violate any provision of any law or
regulation, or contravene any provision of the Articles of Incorporation or Bylaws of Borrower, or
(2) result in any breach of or default under any contract, obligation, indenture or other
instrument to which Borrower or any Subsidiary is a party or by which Borrower or any Subsidiary is
bound, where such violation, breach or default could reasonably be expected to have a Material
Adverse Effect; or (3) result in or require the creation of any lien, security interest or other
charge or encumbrance (other than pursuant thereto) upon or with respect to any of the properties
of Borrower or any Subsidiary where such lien, security interest or other charge or encumbrance
could reasonably be expected to have a Material Adverse Effect.



     (E) Compliance With Laws. Borrower and each Subsidiary are in compliance in all
material respects with the requirements of all laws and all Permits, orders, writs, injunctions and
decrees applicable to it or to its properties (including, without limitation, ERISA and
Environmental Laws), except in such instances in which (a) such requirement of law or Permit,
order, writ, injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted and is supported by adequate surety acceptable to Bank, or (b) the failure to
comply therewith, either individually or in the aggregate, could not reasonably be expected to have
a Material Adverse Effect.



     (F) Litigation. Except as disclosed on Schedule 4.01(F) attached hereto,
there is no pending (or, to the best of Borrower’s knowledge, threatened) litigation, action,
claim, investigation, suit or proceeding affecting Borrower or its Subsidiaries by or before any
governmental authority, arbitrator, court or administrative agency, which could reasonably be
expected to have a Material Adverse Effect.



     (G) Financial Statements. The financial statements of Borrower dated November 30,
2007, a true copy of which has been delivered by Borrower to Bank prior to the date hereof (and any
other financial information delivered by Borrower to Bank pursuant to this Agreement, as of its
date): (1) is



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complete and correct and presents fairly the financial condition of Borrower and its Subsidiaries
on a consolidated basis in accordance with GAAP, (2) reflects all liabilities of Borrower and its
Subsidiaries that are required to be reflected or reserved against under GAAP, whether liquidated
or unliquidated, fixed or contingent, and (3) has been prepared in accordance with GAAP. Since the
date of such financial statements there has been no material adverse change in the financial
condition of Borrower and its Subsidiaries, taken as a whole, nor has Borrower mortgaged, pledged,
granted a security interest in or otherwise encumbered any of its assets or properties except (i)
liens permitted under the terms of this Agreement, (ii) liens in favor of Bank, or (iii) liens
otherwise permitted by Bank in writing.



     (H) Taxes. Borrower and its Subsidiaries have filed all federal and state income tax
returns and reports and other material tax returns and reports required to be filed, and have paid
all federal, state and other material taxes, assessments, fees and other governmental charges
levied or imposed upon them or their properties, income or assets otherwise due and payable, except
those which are being contested in good faith by appropriate proceedings diligently conducted and
for which adequate reserves have been provided in accordance with GAAP. Borrower has no knowledge
of any pending assessments or adjustments of its income tax not reflected in its most recent
audited balance sheet that could reasonably be expected to have a Material Adverse Effect.



     (I) No Subordination. There is no agreement, indenture, contract or instrument to
which Borrower or any Subsidiary is a party or by which Borrower or any Subsidiary may be bound
that requires the subordination in right of payment of any Loan Obligations to any other obligation
of Borrower or any Subsidiary.



     (J) Permits, Franchises, Etc. Borrower and each Subsidiary possess all licenses,
Permits, franchises, patents, copyrights, trademarks, and tradenames, or rights thereto, necessary
to conduct its businesses substantially as now conducted and as presently proposed to be conducted
in material compliance with applicable laws, except those that the failure to so possess could not
reasonably be expected to have a Material Adverse Effect, and neither Borrower nor any Subsidiary
is in violation of any valid rights of others with respect to any of the foregoing except
violations that could not reasonably be expected to have such a Material Adverse Effect.



     (K) ERISA. Borrower and each Subsidiary are in compliance in all material respects
with all applicable provisions of ERISA; neither Borrower nor any Subsidiary have violated any
provision of any defined employee pension benefit plan (as defined in ERISA) maintained or
contributed to by Borrower or any Subsidiary (each, a “Plan”); no Reportable Event as defined in
ERISA has occurred and is continuing with respect to any Plan initiated by Borrower or any
Subsidiary; Borrower and each Subsidiary, as applicable, has met its minimum funding requirements
under ERISA with respect to each Plan; and each Plan will be able to fulfill its benefit
obligations as they come due in accordance with the Plan documents and under GAAP.



     (L) Other Obligations. Neither Borrower nor any Subsidiary is in default with respect
to any Debt, or any other material lease, commitment, contract, instrument or other obligation,
except as could not reasonably be expected to have a Material Adverse Effect.



     (M) Environmental Matters. Except as specifically described on Schedule
4.01(M), Borrower and each Subsidiary are in compliance in all material respects with all
applicable Environmental Laws and any rules or regulations adopted pursuant thereto, which govern
or apply to any of the operations and/or properties of Borrower or any Subsidiary, including
without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of
1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Resource Conservation
and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as in effect on the date
hereof, except to the extent such noncompliance could not reasonably be expected to have a Material
Adverse Effect. Except as specifically described on Schedule 4.01(M), neither Borrower nor
any Subsidiary has knowledge of nor has received any written notice that its operations are the
subject of any federal or state investigation evaluating whether any remedial action involving an
expenditure material to the Borrower or the Borrower and its Subsidiaries taken as a whole is
needed to respond to a release of any toxic or hazardous waste or substance into the environment.
Except as specifically described on Schedule 4.01(M), neither Borrower nor any Subsidiary



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has any contingent liability in connection with any release of any toxic or hazardous waste or
substance into the environment that could reasonably be expected to have a Material Adverse Effect.



     (N) Margin Stock; Investment Company. Neither Borrower nor any Subsidiary is engaged
in the business of extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no
proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to
others for the purpose of purchasing or carrying any margin stock. Neither Borrower nor any
Subsidiary is required to be registered as an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.



     (O) Accuracy and Completeness of Information. All factual information furnished to
Bank by or on behalf of Borrower or any Subsidiary (including, without limitation, all factual
information contained in the Loan Documents and all financial information provided to Bank) for
purposes of or in connection with this Agreement, the other Loan Documents or any transaction
contemplated herein or therein is, and all other such factual information hereafter furnished by or
on behalf of Borrower or any Subsidiary to Bank, will be true and accurate in all material respects
on the date as of which such information is dated, certified or delivered and not incomplete by
omitting to state any fact necessary to make such information not misleading in any material
respect at such time in light of the circumstances under which such information was provided.



     (P) Solvency. Borrower, and the Borrower and its Subsidiaries taken as a whole: (a)
owns assets the fair saleable value of which are (i) greater than the total amount of liabilities
(including contingent liabilities) and (ii) greater than the amount that will be required to pay
the probable liabilities of its then existing debts as they become absolute and matured considering
all financing alternatives and potential asset sales reasonably available to it; (b) has capital
that is not unreasonably small in relation to its business as presently conducted or any
contemplated or undertaken transaction; and (c) does not intend to incur and does not believe that
it will incur debts beyond its ability to pay such debts as they become due.



     (Q) Title to Property. Borrower and each Subsidiary has good record and marketable
title in fee simple to, or valid leasehold interests in, all real property necessary or used in the
ordinary conduct of its business, except for such defects in title as could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.



ARTICLE V

COVENANTS



SECTION 5.01. AFFIRMATIVE COVENANTS. So long as any amount payable hereunder or under the Note or
any Letter of Credit Liabilities shall remain outstanding or Bank shall have any Commitment
hereunder, Borrower will, unless Bank shall otherwise consent in writing or as otherwise provided
herein:




     (A) Payment. Punctually pay all principal, interest, fees and other liabilities due
under this Agreement or any of the Loan Documents at the times and places and in the manner
specified therein, and immediately upon demand by Bank, repay the amount by which the Outstanding
Credit exceeds the Maximum Amount.



     (B) Records. Maintain and cause each Subsidiary to maintain adequate books and
records in accordance with GAAP, and permit Bank or any agents or representatives thereof to
examine and make copies of and abstracts from the records, books and accounts of, and visit the
properties of Borrower and its Significant Subsidiaries, and conduct examinations and inspections,
all at the expense of Borrower, and to discuss the affairs, finances and accounts of Borrower and
its Significant Subsidiaries with any of Borrower’s (or Significant Subsidiaries’) officers,
managers or employees.



     (C) Financial Statements; Reporting. Furnish to Bank:




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     (1) as soon as available and in any event within 90 days after the end of each of
Borrower’s fiscal year, financial statements of Borrower and its Subsidiaries on a
consolidated basis, audited by KPMG or another certified public accountant acceptable to
Bank, to include balance sheet, income statement, statement of cash flows, management
report, auditor’s report and footnotes; provided, however, that this covenant shall be
deemed to be satisfied upon the electronic filing of the same included within Borrower’s
Annual Report on Form 10-K with the Securities and Exchange Commission.



     (2) as soon as available and in any event not later than 45 days after the end of the
first three of Borrower’s fiscal quarters in each fiscal year, unaudited financial
statements of Borrower and its Subsidiaries on a consolidated basis, to include balance
sheet, income statement and statement of cash flows; provided, however, that this covenant
shall be deemed to be satisfied upon the electronic filing of the same included within
Borrower’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission.



     (3) within ten (10) days of the filing by Borrower of any Annual Report on Form 10-K or
Quarterly Report on Form 10-Q with the Securities and Exchange Commission, a certificate of
the President or Chief Financial Officer of Borrower that the financial statements filed
therewith are accurate and were prepared in accordance with GAAP and Borrower is in
compliance in all material respects with all covenants in this Agreement and there exists no
Event of Default nor any condition, act or event which with the giving of notice or the
passage of time or both would constitute an Event of Default.



     (4) within ten (10) days of the filing by Borrower of any Current Report on Form 8-K
with the Securities and Exchange Commission, written notice of such filing; provided,
however, that this covenant shall be deemed satisfied upon the electronic filing of such
Current Report on Form 8-K with the Securities and Exchange Commission.



     (5) promptly (but in no event more than five Business Days after the filing or
receiving thereof), copies of all reports and notices which Borrower or any Subsidiary files
under ERISA with the Internal Revenue Service or the Pension Benefits Guaranty Corporation
or the U.S. Department of Labor or which Borrower or any Subsidiary receives from such
agencies, but only to the extent that such reports or notices relate to matters that could
reasonably be expected to have a Material Adverse Effect.



     (6) promptly (but in no event more than five days after Borrower or any Subsidiary
becomes aware of the occurrence of such event or matter), written notice in reasonable
detail of any of the following:




     (a) the occurrence of an Event of Default or any event or circumstance that but
for the passage of time or the giving of notice or both would constitute an Event of
Default;




     (b) any change in the name or form of organization of Borrower or any
Significant Subsidiary;




     (c) the occurrence and nature of any Reportable Event or Prohibited Transaction
(each as defined in ERISA), or any funding deficiency with respect to any Plan; or




     (d) the occurrence of any event described in Section 6.01(F) with respect to a
Subsidiary which is not a Significant Subsidiary.



     (7) not less than ten (10) days prior to the effective date of the relevant
transaction, notice of any proposed acquisition of a Person (whether by acquisition of stock
or assets or otherwise) in an amount of $15,000,000 or more.




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     (D) Maintenance of Existence. Except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect, (a) preserve renew and maintain in full
force and effect (and cause each Subsidiary to preserve, renew and maintain in full force and
effect) its legal existence and good standing (if applicable) under the laws of the jurisdiction of
its organization; (b) take all reasonable action to maintain all rights, privileges, Permits,
licenses and franchises necessary or desirable in the normal conduct of its business and the
business of its Subsidiaries; and (c) preserve or renew all of its (and its Subsidiaries’)
registered patents, trademarks, trade names and service marks.



     (E) Compliance. Comply (and cause its Subsidiaries to comply) in all material
respects with all applicable laws, rules, regulations, orders, and Permits, including without
limitation, all applicable Environmental Laws and ERISA, and comply with the provisions of
Borrower’s (and Subsidiaries’) Articles of Incorporation and Bylaws, as amended from time to time,
except where the failure to do so could not reasonably be expected to have a Material Adverse
Effect.



     (F) Insurance. Except to the extent that the failure to maintain such insurance could
not reasonably be expected to have a Material Adverse Effect, maintain and keep in force (and cause
its Subsidiaries to maintain and keep in force) insurance of the types and in the amounts
customarily carried in lines of business similar to Borrower’s (or its Subsidiary’s as applicable),
including but not limited to fire, extended coverage, public liability, property damage and
worker’s compensation, carried with companies and in amounts reasonably satisfactory to Bank
(schedules setting forth all insurance then in effect, together with evidence of the effectiveness
of such policies, shall be delivered to Bank prior to the initial Loan and from time to time at
Bank’s request); cause Bank to be named as an additional named insured and loss payee on all such
insurance relating to any collateral subject to liens in favor of Bank pursuant to the Loan
Documents; cause such policies of insurance to provide that any policy may not be cancelled or
terminated without the insurance company giving Bank at least 15 days written notice.



     (G) Facilities. Except to the extent that the failure to do so could not reasonably
be expected to have a Material Adverse Effect, (a) maintain, preserve and protect (and cause its
Subsidiaries to maintain, preserve and protect) all of its material properties and equipment
necessary in the operation of its business in good working order and condition, ordinary wear and
tear excepted; (b) make (and cause its Subsidiaries to make) all necessary repairs thereto and
renewals and replacements thereof; and (c) use (and cause its Subsidiaries to use) the standard of
care typical in the industry in the operation and maintenance of its facilities.



     (H) Taxes. Pay and discharge when due (and cause its Subsidiaries to pay and
discharge when due) any and all material assessments and taxes, including without limitation
federal and state income taxes and state and local property taxes and assessments, except such as
Borrower (or its Subsidiaries, as applicable) may in good faith contest or as to which a bona fide
dispute exists and for which Borrower has made adequate reserves in accordance with GAAP.



     (I) Funded Debt to EBITDA. Maintain a consolidated Funded Debt to EBITDA not greater
than 2.5 to 1.0 as of each fiscal quarter end of Borrower, determined on a rolling 4-quarter basis,
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 Borrower
and its Subsidiaries on a consolidated basis as a liability, and with “EBITDA” defined as net
profit before tax plus interest expense, depreciation expense and amortization expense; provided
however that, if an acquisition or disposition permitted by this Agreement shall have been
consummated during such four fiscal quarter period, in computing consolidated EBITDA, net profit
(and all other amounts specified in the definition of consolidated 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.



     (J) Fixed Charge Coverage Ratio. Maintain a consolidated Fixed Charge Coverage Ratio
not less than 1.25 to 1.0 as of each fiscal quarter end of Borrower, determined for Borrower and
its Subsidiaries on a consolidated rolling 4-quarter basis, with “Fixed Charge Coverage Ratio”
defined as the aggregate of net profit after taxes plus depreciation expense, amortization expense,
cash capital equity contributions and increases in subordinated debt minus dividends, distributions
and decreases in



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subordinated debt, divided by the aggregate of the current portion of long term debt and
capitalized lease payments.



     (K) Current Ratio. Maintain a Current Ratio not less than 1.5 to 1.0 as of each
fiscal quarter end of Borrower, determined for Borrower and its Subsidiaries on a consolidated
basis, with “Current Ratio” defined as current assets divided by current liabilities, all
determined in accordance with GAAP.



SECTION 5.02. NEGATIVE COVENANTS. So long as any amount payable hereunder or under the Note or
any Letter of Credit Liabilities shall remain outstanding or Bank shall have any Commitment
hereunder, Borrower will not (and will not permit any of its Subsidiaries to), without the prior
written consent of Bank:



     (A) Use of Proceeds. Use any proceeds of any Loan: (a) for any purpose other than the
purposes stated in Section 2.01; or (b) to acquire any security in any transaction which is
subject to Sections 13(d) and 14(d) of the Securities Exchange Act of 1934; or (c) to purchase,
assume or hold any position in any commodity futures, market or exchange which is either
speculative in nature or not in the ordinary course of business.



     (B) [Reserved].



     (C) Debt. Create, incur, assume or permit to exist any Debt (measured for Borrower
and its Subsidiaries on a consolidated basis), whether secured or unsecured, whether matured or
unmatured, liquidated or unliquidated, direct or contingent, joint or several, except: (1) the Loan
Obligations, (2) those obligations set forth on Schedule 5.02(C) and any refinancings,
renewals or replacements thereof that: (a) do not increase the principal amount outstanding, (b)
are on substantially similar terms as the obligations refinanced (provided that any refinancing
obligation to any financial institution other than Bank shall not restrict the ability of Borrower
to provide collateral to Bank unless otherwise approved by Bank), and (c) are unsecured, if the
obligations refinanced are unsecured, or, to the extent the obligations refinanced are secured, the
security for which does not extend to assets other than those securing the obligations being
refinanced, renewed or replaced; and (3) guarantees permitted by Section 5.02(E), (4)
obligations under Hedging Agreements permitted by Section 5.02(H), (5) Debt of a Subsidiary
to Borrower or another Subsidiary, or Debt of Borrower to a Subsidiary, and (6) Debt of Borrower
and its Subsidiaries in an aggregate amount not to exceed Five Million Dollars ($5,000,000); and
(7) Substitute Letter of Credit Liabilities, if any, in an aggregate amount not to exceed Seven
Million Five Hundred Thousand Dollars ($7,500,000).



     (D) Merger, Consolidation, Transfers of Assets. Merge into or consolidate with any
corporation or other entity (except mergers or consolidations whereby Borrower is the surviving
corporation or mergers or consolidations of a Subsidiary of Borrower with or into any other
Subsidiary of Borrower, in each case, so long as immediately after giving effect to such
transaction, no Event of Default shall have occurred and be continuing); make any substantial
change in the nature of its business as conducted on the date hereof; sell, lease, assign, transfer
or otherwise dispose of all or substantially all of its assets (provided that a Subsidiary may,
subject to the remaining terms, conditions and covenants set forth herein, undertake a disposition
of assets valued at Ten Million Dollars or less without Bank’s prior consent).



     (E) Guaranties. Guarantee or become liable in any way as surety, endorser (other than
as endorser of negotiable instruments for deposit or collection in the ordinary course of
business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of
Borrower as security for, any liabilities or obligations of any other Person, except (a) any of the
foregoing in favor of Bank, and (b) limited recourse guarantees entered into in the ordinary course
of business in connection with customer financing transactions, and (c) any of the foregoing in
favor of Borrower or any of its Subsidiaries.



     (F) Loans, Investments, Advances. Make any loans or advances to or investments in any
Person, except (a) those loans, advances or investments described on Schedule 5.02(F), (b)
trade credit extended in the ordinary course of business, (c) customer financing transactions in
the ordinary course of



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business, (d) loans or advances for travel, expenses, relocation, entertainment or otherwise in
connection with their employment or the business of Borrower, (e) certificates of deposit, bank
accounts, and investments in cash equivalents, (f) investments in marketable securities, mutual
funds and other investments made in the ordinary course of business, (g) loans or advances to or
investments in wholly-owned Subsidiaries, and (h) investments in Persons not otherwise prohibited
hereunder, provided that any required notice has been provided pursuant to Section
5.01(C)(7).



     (G) Pledge of Assets. Mortgage, pledge, grant or permit to exist a security interest
in, or lien upon, all or any portion of its assets now owned or hereafter acquired, except the
following (“Permitted Encumbrances”) (a) those matters shown on Schedule 5.02(G) and any
renewals or extensions thereof that do not extend to other property, (b) liens for taxes not
delinquent or for taxes and other items being contested in good faith, (c) contractors’, carriers’,
warehousemen’s and similar liens, liens of landlords, and workers compensation, unemployment and
other similar deposits or pledges, deposits to secure the performance of bids, trade contracts and
leases, statutory obligations, surety, appeal and performance bonds and other obligations of a
similar nature, all to the extent undertaken in the ordinary course of business, (d) liens in
respect of capital leases and purchase money obligations, (e) liens securing indebtedness not in
excess of $750,000 at any time outstanding, (f) attachment, judgment and other similar liens,
provided that the execution or enforcement of such lien is being contested and for which either
valid and sufficient insurance coverage exists, or for which adequate and sufficient cash reserves
are maintained, (g) liens existing on any asset of an entity when it becomes a Subsidiary or when
it is merged or consolidated with or into Borrower or any of its Subsidiaries, and, in each case,
not created in contemplation of such event, or (h) liens in favor of Bank.



     (H) Hedging Agreements. Enter into any Hedging Agreements outside of the ordinary
course of business or for speculative purposes, provided that the Hedging Agreements described on
Schedule 5.02(H) are permitted hereunder.



     (I) Affiliate Transactions. Enter into any transaction with any Affiliate on terms
materially different than would be available in the case of a bona fide arms’ length transaction
with an unrelated party provided that the foregoing restriction shall not apply to transactions
between or among Borrower and its wholly-owned Subsidiaries or between or among the Borrower’s
wholly-owned Subsidiaries.



     (J) [Reserved].



     (K) Change in Fiscal Year. Change the manner in which either the last day of its
fiscal year or the last days of the first three fiscal quarters of its fiscal years is calculated,
without reasonable advance notice to Bank and Bank’s concurrence as to the manner or reporting of
any transitional periods created in connection with such change.



ARTICLE VI

EVENTS OF DEFAULT



SECTION 6.01. EVENTS OF DEFAULT. It shall be an “Event of Default” hereunder if any of the
following shall occur and be continuing:




     (A) Borrower shall fail to pay when due any principal, interest, fees or other amounts payable
under any of the Loan Documents, and such default shall continue for a period of three (3) days
from its occurrence.



     (B) Any representation or warranty made by Borrower under this Agreement or any other Loan
Document shall prove to be incorrect, false or misleading in any material respect when furnished or
made (or deemed made).



     (C) Any default in the performance of or compliance with any obligation, agreement or other
provision contained herein or in any other Loan Document (other than those referred to in
subsections (a) and (b) above), and with respect to any such default which by its nature can be
cured, such default shall continue for a period of twenty (20) days from notice by Bank to Borrower
of its occurrence.



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     (D) Any default (beyond any applicable cure period) in the payment of any obligation, or any
defined event of default (however designated, including any termination event under any Hedging
Agreement), under the terms of any contract or instrument (other than any of the Loan Documents)
pursuant to which Borrower or any Subsidiary has incurred debt for borrowed money: (i) in excess of
$5,000,000 (or its equivalent, if designated in Euros or other currency) to any Person other than
Bank or an Affiliate of Bank, or (ii) in any amount to Bank or an Affiliate of Bank.



     (E) Any “Event of Default” under any one or more of those credit facilities described on
Schedule 5.02(C) or any renewal, replacement or extension of any of the foregoing.



     (F) Borrower or any Significant Subsidiary shall become insolvent, or shall suffer or consent
to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of
its property, or shall generally fail to pay its debts as they become due, or shall make a general
assignment for the benefit of creditors; Borrower or any Significant Subsidiary shall file a
voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other
arrangement with creditors or any other relief under the Bankruptcy Reform Act, Title 11 of the
United States Code, as amended or recodified from time to time (“Bankruptcy Code”), or under any
state or federal law granting relief to debtors, whether now or hereafter in effect; or any
involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or
federal law relating to bankruptcy, reorganization or other relief for debtors is filed or
commenced against Borrower or any Significant Subsidiary, and Borrower or any Significant
Subsidiary shall file an answer admitting the jurisdiction of the court and the material
allegations of any involuntary petition; or Borrower or any Significant Subsidiary shall be
adjudicated a bankrupt, or an order for relief shall be entered against Borrower or any Significant
Subsidiary by any court of competent jurisdiction under the Bankruptcy Code or any other applicable
state or federal law relating to bankruptcy, reorganization or other relief for debtors.



     (G) The dissolution or liquidation of Borrower or any Significant Subsidiary; or Borrower or
any Significant Subsidiary or its Board of Directors or its stockholders shall take action to
effect the dissolution or liquidation of Borrower or any Significant Subsidiary.



     (H) The filing of a notice of judgment lien against Borrower or any Subsidiary or the
recording of an abstract of judgment against Borrower or any Subsidiary in any county in which
Borrower or any Subsidiary has an interest in real property, in each case, in excess of $5,000,000
over the amount of any insurance proceeds reasonably expected to be received, which remains
unsatisfied without entry of a stay of execution within 30 days after the issuance or any writ of
execution or similar legal process or the entry of a judgment against Borrower or any Subsidiary in
excess of $5,000,000 over the amount of any insurance proceeds reasonably expected to be received.



     (I) There is a report filed by any person on Schedule 13D (or any successor schedule) pursuant
to the Securities Exchange Act of 1934 (the “Exchange Act”), disclosing that such person (for the
purpose of Section 6.1(H) only, “person” is as defined in Section 13(d)(3) of the Exchange
Act) has become the beneficial owner (for the purposes of Section 6.1(H) only, “beneficial
owner” is as defined under Rule 13d-3 under the Exchange Act) of 50% or more of the voting power of
Borrower’s voting stock then outstanding; provided, however, that a person shall not be deemed
beneficial owner of, or to own beneficially (1) any voting stock tendered pursuant to a tender or
exchange offer made by or on behalf of such person or its Affiliates or associates until such
tendered voting stock is accepted for purchase or exchange thereunder, or (2) any voting stock if
such beneficial ownership arises solely as a result of a revocable proxy delivered in response to a
proxy or consent solicitation, and is not also then reportable on Schedule 13D (or any successor
schedule) under the Exchange Act.


SECTION 6.02. REMEDIES, ETC. Under the occurrence of any Event of Default: (a) all indebtedness
of Borrower under each of the Loan Documents, any term thereof to the contrary notwithstanding,
shall at Bank’s option (and without notice in the event of an Event of Default defined in
Section 6.1(E) become immediately due and payable without presentment, demand, protest or
notice of dishonor, all of which are hereby expressly waived by Borrower; and (b) Bank shall have
all rights, powers and remedies available under each of the Loan Documents, or accorded by law.
All rights, powers and remedies of Bank may be


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exercised at any time by Bank and from time to time after the
occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to
any other rights, powers or remedies provided by law or equity.




ARTICLE VII

MISCELLANEOUS



SECTION 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision of any Loan Document, nor
consent to any departure by Borrower shall in any event be effective unless the same shall be in
writing and signed by Bank and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.



SECTION 7.02. NOTICES, ETC. All notices, requests and demands which any party is required or may
desire to give to any other party under any provision of this Agreement must be in writing
delivered to each party at the following address:



If to Borrower:



Lindsay Corporation

2707 N. 108th Street, Suite 102

Omaha, Nebraska 68154

Attn: David B. Downing, Sr. Vice President and CFO

Phone: 402-827-6235

Fax: 402-829-6836

E-mail: Dave.Downing@Lindsay.com



and if to Bank:



Wells Fargo Bank, National Association

Nebraska Commercial Banking

MAC N8069-020

13625 California Street, Suite 200

Omaha, NE 68154-5233

Attn: Michael V. Hinrichs

Phone: 402-498-5028

Fax: 402-498-5090

E-mail: Michael.V.Hinrichs@wellsfargo.com



or, as to each party, at such other address as shall be designated by such party in a written
notice to the other party. Each such notice, request and demand shall be deemed given or made as
follows: (a) if sent by hand delivery or overnight courier service, upon signature by or on behalf
of the receiving party; (b) if sent by certified or registered mail, upon the earlier of the date
of actual receipt or three (3) days after deposit in the U.S. mail, first class and postage
prepaid; and (c) if sent by facsimile, upon actual receipt.



Notwithstanding the foregoing: (1) notices to Bank pursuant to the provisions of Article II
shall not be effective until actually received by Bank; and (2) Bank may accept oral borrowing
notices pursuant to Section 2.02 hereof, provided that Bank shall incur no liability to
Borrower in acting on any such communication that Bank believes to have been given by a person
authorized to give such notice on behalf of Borrower. Any confirmation sent by Bank to Borrower of
any borrowing under this Agreement shall, in the absence of manifest error, be conclusive and
binding for all purposes as to Borrower. Electronic mail may be used only to distribute routine
communications, such as financial statements and other information, and may not be used for any
other purpose, and it shall be the responsibility of the sending party to confirm that any
communications delivered by electronic mail are actually received.



SECTION 7.03. RELIANCE BY BANK. Bank shall be entitled to rely and act upon any notices
(including telephonic, facsimile, or e-mail notices) purportedly given by or on behalf of Borrower
even if (i)


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such notices were not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. Borrower shall indemnify Bank from all
losses, costs, expenses and liabilities resulting from the reliance by Bank on each notice
purportedly given by or on behalf of Borrower. All telephonic notices to and other communications
with Bank may be recorded by Bank, and each of the parties hereto hereby consents to such
recording.



SECTION 7.04. NO WAIVER; REMEDIES. No delay, failure or discontinuance of Bank in exercising any
right, power or remedy under any of the Loan Documents shall affect or operate as a waiver of such
right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy
preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any
other right, power or remedy. Any waiver, permit, consent or approval of any kind by Bank of any
breach or of default under any of the Loan Documents must be in writing and shall be effective only
to the extent set forth in such writing.



SECTION 7.05. ACCOUNTING TERMS. All accounting terms not specifically defined herein shall be
construed in accordance with GAAP, except as otherwise stated herein. All covenants and reporting
requirements shall be complied with and reported for Borrower and its Subsidiaries on a
consolidated basis.



SECTION 7.06. COSTS, EXPENSES AND TAXES. Borrower shall pay to Bank promptly upon demand the full
amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees
(to include outside counsel fees but exclude allocated costs of Bank’s in-house counsel), expended
or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and
the other Loan Documents, (b) the preparation of any amendments and waivers hereto and thereto, (c)
the enforcement of Bank’s rights and/or the collection of any amounts which become due to Bank
under any of the Loan Documents, and (d) the prosecution or defense of any action in any way
related to any of the Loan Documents, including without limitation, any action for declaratory
relief, whether incurred at the trial or appellate level, in an arbitration proceeding or
otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding
(including without limitation, any adversary proceeding, contested matter or motion brought by Bank
or any other person) relating to any Borrower or any other person or entity; provided that the
maximum amount that Borrower shall be obligated to pay to Bank under clause (a) above shall be
$10,000.



SECTION 7.07. RIGHT OF SET-OFF. Bank is hereby authorized to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by Bank to or for the credit or the account of Borrower or its
Subsidiaries against any and all of the obligations of Borrower now or hereafter existing under any
Loan Document not paid when due, irrespective of whether or not Bank shall have made any demand
under such Loan Document and irrespective of whether or not such deposits, indebtedness or such
obligations may be unmatured or contingent, and although the amount of such deposits may be in
excess of the Outstanding Credit (provided that this sentence shall not be construed to permit Bank
to offset amounts greater than the Loan Obligations). The rights of Bank under this Section
7.07 are in addition to other rights and remedies (including, without limitation, other rights
of set-off) which Bank may have under this Agreement or under applicable law.



SECTION 7.08. SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity without invalidating the remainder of such provision or any remaining
provisions of this Agreement.




SECTION 7.09. CONSENT TO JURISDICTION AND SERVICE.




     (A) Borrower hereby irrevocably submits to the jurisdiction of any Nebraska State
or Federal court sitting in Omaha, Nebraska in any action or proceeding arising out of or relating
to this Agreement or any Loan Document and Borrower hereby irrevocably agrees that all claims in
respect of such action or proceeding may be heard and determined in such Nebraska 


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State Court or in such Federal Court. Borrower hereby irrevocably waives, to the fullest
extent it may it may effectively do so, the defense of any inconvenient forum to the maintenance of
such action or proceeding.




     (B) Borrower irrevocably consents to the service of copies of the summons and
complaint and any other process which may be served in any action or proceeding arising out of or
relating to this Agreement or any other Loan Document to which Borrower is a party by the mailing
of copies of such process to Borrower at its address specified in Section 7.02. Borrower
agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law.



     (C) Nothing in this Section 7.09 shall affect the right of Bank to serve
legal process in any other manner permitted by law or affect the right of Bank to bring any action
or proceeding against Borrower or its property in the courts of other jurisdictions.


SECTION 7.10. BINDING EFFECT; GOVERNING LAW. This Agreement shall be binding upon and inure to
the benefit of Borrower and Bank and their respective successors and assigns, except that Borrower
shall not assign any of its rights hereunder or any interest herein without the prior written
consent of Bank. This Agreement, the Note and the other Loan Documents shall be governed by, and
construed in accordance with, the laws of the State of Nebraska without regard to principles of
conflicts of laws.



SECTION 7.11. INDEMNIFICATION. Borrower hereby indemnifies and holds Bank and its officers,
directors, employees and representatives (collectively, the “Indemnified Parties”) harmless from
and against and shall reimburse the Indemnified Parties with respect to any and all claims,
demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys
fees and court costs) of any and every kind or character, known or unknown, fixed or contingent,
asserted against Bank at any time and from time to time by reason of or arising out of (i) the
breach of any representations or warranties of Borrower as set forth in this Agreement or any other
Loan Document to which Borrower is a party, (ii) the failure of Borrower to perform any obligation
in this Agreement or any other Loan Document; (iii) the execution, delivery, enforcement,
performance or administration of any Loan Document or any other agreement, letter or instrument
delivered in connection with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, (iv) any Commitment, Loan, Letter of Credit or the use or
proposed use of the proceeds therefrom or (v) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory (including any investigation of, preparation for, or defense of any pending or
threatened claim, investigation, litigation or proceeding) and regardless of whether any
Indemnified Party is a party thereto (all the foregoing are individually and collectively referred
to as the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or
in part, out of the negligence of the Indemnified Party, provided that such indemnity shall not, as
to any Indemnified Party, be available to the extent that such liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements
resulted from the gross negligence or willful misconduct of such Indemnified Party. All amounts
due under this Section 7.11 shall be payable on demand. The agreements in this Section
7.11 shall survive the termination of the Commitment and the repayment, satisfaction or
discharge of all the other obligations of Borrower hereunder.



SECTION 7.12. SURVIVAL. All covenants, agreements, representations and warranties made by
Borrower in this Agreement and the other Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by Bank and shall survive the execution and delivery
of the Loan Documents and the making of any Loans or the issuance of any Letters of Credit,
regardless of any investigation made by Bank or on its behalf and notwithstanding that Bank may
have had notice or knowledge of any Event of Default or incorrect representation or warranty at the
time any credit is extended hereunder, and shall continue in full force and effect as long as any
obligations of Borrower hereunder or under any of the Loan Documents are outstanding and unpaid and
so long as the Commitment has not expired or terminated. The expense reimbursement, additional
cost, capital adequacy and indemnification provisions of this Agreement shall survive and remain in
full force and


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effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
obligations of Borrower hereunder and under the other Loan Documents, the expiration or termination
of the Commitment or the termination of this Agreement or any provision hereof.



SECTION 7.13. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute but one and the same agreement.



SECTION 7.14. SUCCESSORS; ASSIGNMENT; PARTICIPATIONS. This Agreement shall be binding upon and
inure to the benefit of the heirs, executors, administrators, legal representatives, successors and
assigns of the parties; provided however, that Borrower may not assign or transfer its interest
hereunder without Bank’s prior written consent and Bank may not assign or otherwise transfer any of
its rights or obligations hereunder except in whole to an Affiliate of Bank or to a bank or similar
financial institution which shall be, in the absence of an Event of Default, reasonably acceptable
to Borrower, or by way of a participation permitted under this Section 7.14, and any other
attempted assignment or transfer shall be null and void. Bank reserves the right to grant
participations in all or any part of, or any interest in, Bank’s rights and benefits under each of
the Loan Documents, provided that Bank’s obligations under this Agreement shall remain unchanged
and Borrower shall continue to deal solely with Bank, and provided further that any agreement for
such a participation shall provide that Bank shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement. In
connection therewith, and subject to the terms of a confidentiality agreement reasonably
satisfactory to Borrower and Bank, Bank may disclose all documents and information which Bank now
has or may hereafter acquire relating to any credit subject hereto, Borrower or its business.



SECTION 7.15. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other Loan Documents constitute
the entire agreement between Borrower and Bank with respect to each credit subject hereto and
supersede all prior negotiations, communications, discussions and correspondence concerning the
subject matter hereof. This Agreement may be amended or modified only in writing signed by each
party hereto.



SECTION 7.16. NO THIRD PARTY BENEFICIARIES. This Agreement is made and entered into for the sole
protection and benefit of the parties hereto and their respective permitted successors and assigns,
and no other Person shall be a third party beneficiary of, or have any direct or indirect cause of
action or claim in connection with, this Agreement or any other of the Loan Documents to which it
is not a party.



SECTION 7.17. TIME OF ESSENCE. Time is of the essence of each and every provision of this
Agreement and each other of the Loan Documents.



SECTION 7.18. ARBITRATION.




     (a) Arbitration. The parties hereto agree, upon demand by any party, to submit to
binding arbitration all claims, disputes and controversies between or among them (and their
respective employees, officers and directors), whether in tort, contract or otherwise arising out
of or relating to in any way (i) the Loans, Letters of Credit and related Loan Documents which are
the subject of this Agreement and its negotiation, execution, administration, repayment,
modification, extension, substitution, formation, inducement, enforcement, default or termination;
or (ii) requests for additional credit.



     (b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in
Nebraska selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal
Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law
provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such
other administrator as the parties shall mutually agree upon, in accordance with the AAA’s
commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000
exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be
conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes
(the commercial dispute resolution procedures or the optional procedures for large, complex
commercial disputes to be referred to, as applicable, as the “AAA Rules”). If
there is any inconsistency between the terms and procedures hereof and the AAA Rules, the terms and
procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration
following a demand by any other party



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shall bear all costs and expenses incurred by such other
party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a
waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any
similar applicable state law.



     (c) No Waiver of Provisional Remedies. The arbitration requirement does not limit the
right of any party under applicable law to obtain provisional or ancillary remedies such as
replevin, injunctive relief, attachment or the appointment of a receiver, before during or after
the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the
right or obligation or any party to submit any dispute to arbitration or reference hereunder,
including those arising from the exercise of the actions detailed in this paragraph.



     (d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the
amount in controversy is $5,000,000 or less will be decided by a single arbitrator selected
according to the AAA Rules, and who shall not render an award of greater than $5,000,000. Any
dispute in which the amount in controversy exceeds $5,000,000 shall be decided by majority vote of
a panel of three arbitrators; provided however, that all three arbitrators must actively
participate in all hearings and deliberations. Each arbitrator will be a neutral attorney licensed
in the State of Nebraska or a neutral retired judge of the state or federal judiciary of Nebraska,
in either case with a minimum of ten years experience in the substantive law applicable to the
subject matter of the dispute to be arbitrated. The arbitrator(s) will determine whether or not an
issue is arbitratable and will give effect to the statutes of limitation in determining any claim.
In any arbitration proceeding the arbitrator(s) will decide (by documents only or with a hearing at
the discretion of the arbitrator(s)) any pre-hearing motions which are similar to motions to
dismiss for failure to state a claim or motions for summary adjudication. The arbitrator(s) shall
resolve all disputes in accordance with the substantive law of Nebraska and may grant any remedy or
relief that a court of such state could order or grant within the scope hereof and such ancillary
relief as is necessary to make effective any award. The arbitrator(s) shall also have the power to
award recovery of all costs and fees, to impose sanctions and to take such other action as the
arbitrator(s) deem(s) necessary to the same extent a judge could pursuant to the Federal Rules of
Civil Procedure, the Nebraska Rules of Civil Procedure or other applicable law. Judgment upon the
award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The
institution and maintenance of an action for judicial relief or pursuit of a provisional or
ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff,
to submit the controversy or claim to arbitration if any other party contests such action for
judicial relief.



     (e) Discovery. In any arbitration proceeding, discovery will be permitted in
accordance with the AAA Rules. All discovery shall be expressly limited to matters directly
relevant to the dispute being arbitrated and must be completed no later than 20 days before the
hearing date and within 180 days of the filing of the dispute with the AAA. Any requests for an
extension of the discovery periods, or any discovery disputes, will be subject to final
determination by the arbitrator(s) upon a showing that the request for discovery is essential for
the party’s presentation and that no alternative means for obtaining information is available.



     (f) Class Proceedings and Consolidations. The resolution of any dispute arising
pursuant to the terms of this Agreement shall be determined by a separate arbitration proceeding
and such dispute shall not be consolidated with other disputes or included in any class proceeding.



     (g) Payment of Arbitration Costs and Fees. The arbitrator(s) may award all costs and
expenses of the arbitration proceeding.



     (h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrator(s) and
the parties shall take all action required to conclude any arbitration proceeding within 180 days
of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration
proceeding may disclose the existence, content or results thereof, except for disclosures of
information by a party required in the ordinary course of its business, by applicable law or
regulation, or pursuant to its filings with the Securities and Exchange Commission. If more than
one agreement for arbitration by or between the parties potentially applies to a dispute, the
arbitration provision most directly related to the Loan Documents or the subject matter of the
dispute shall control. This arbitration provision shall survive termination, amendment or
expiration of any of the Loan Documents or any relationship between the parties.



SECTION 7.19. NOTICE REQUIRED BY LAW. A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE
UNDER NEBRASKA LAW. TO PROTECT YOU AND US FROM ANY
MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING, OR OFFER TO FOREBEAR
REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL



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ACCOMMODATION IN CONNECTION WITH ANY 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 ANY 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 Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.




	 	 	 	 	 	 	 
	 	 	LINDSAY CORPORATION, a Delaware
corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Downing	 	 
	 

	 	 	 	 	 	 
	 	 	Name/Title: David Downing, Sr. V.P. and CFO	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Hinrichs	 	 
	 

	 	 	 	 	 	 
	 	 	Name/Title: Vice President	 	 







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