Exhibit 10.1






Exhibit 10.1


SECOND AMENDMENT TO CREDIT AGREEMENT


THIS AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”) is entered into as of
January 23, 2011, by and between LINDSAY CORPORATION, a Delaware
corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION (“Bank”).


RECITALS


WHEREAS, Borrower
is currently indebted to Bank pursuant to the terms and conditions of that
certain Revolving Credit Agreement between Borrower and Bank dated as of
January 24, 2008 (the “Original Credit Agreement”). The
Original Credit Agreement has been amended by the following:


(a) First
Amendment to Revolving Credit Agreement dated January 23, 2010;


Said Original Credit Agreement, as
so amended, and as the same may be amended from time to time, is sometimes
referred to herein as the “Credit Agreement.”


WHEREAS, Bank and
Borrower have agreed to certain changes in the terms and conditions set forth
in the Credit Agreement and have agreed to amend the Credit Agreement to
reflect said changes.


NOW, THEREFORE, for
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Credit Agreement shall be
amended as follows:


1. The
following definitions set forth in Section 1.01 of the Credit Agreement
are hereby amended and restated in their entirety as follows:


“LIBOR Rate Margin” shall
mean One and Five Hundredths Percent (1.05%) plus the
Increase in LIBOR Spread. From the date of this Amendment through the end of
the current fiscal quarter (the “Initial Adjustment
Date”), the “Increase in LIBOR
Spread” shall be 0.00%; on the Initial
Adjustment Date, and on the last day of each fiscal quarter thereafter, the
Increase in LIBOR Spread shall be adjusted quarterly based on the Consolidated
Funded Debt to EBITDA of the Borrower, as of the then-most-recently completed
fiscal quarter for which financial statements are to be delivered pursuant to
Section 5.01(C) hereof, in accordance with the
following grid:


	 	 	 
	
Consolidated Funded Debt
to EBITDA*

	 	Increase in LIBOR Spread
	
≤ 0.99x

	 	0.00%
	
1.00x ≤ 1.74x

	 	0.30%
	
1.75x ≤ 1.99x

	 	0.60%
	
2.00x ≤ 2.24x

	 	0.85%
	
≥ 2.25x

	 	1.10%





*Calculated on a four-quarter rolling basis as provided in
Section 5.01(I)(iii).


 


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“Termination Date” shall
mean January 23, 2014.


2. This
Amendment shall become effective when and only when the Bank shall have
received all of the following, in each case in form and substance acceptable to
the Bank: (a) counterparts of this Amendment duly executed by Borrower,
and (b) such other documents or actions as the Bank may reasonably request.


3. Except as
specifically provided herein, all terms and conditions of the Credit Agreement
remain in full force and effect, without waiver or modification. All terms
defined in the Credit Agreement, unless otherwise defined herein, shall have
the same meaning when used in this Amendment. This Amendment and the Credit
Agreement shall be read together, as one document.


4. Borrower
represents and warrants as follows:


(a) Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation shown above.


(b) The execution, delivery and performance by Borrower of
this Amendment, the Credit Agreement, and the other Loan Documents, as amended
hereby, are within Borrower’s powers, have been duly authorized by all
necessary action on the part of Borrower and its shareholders and/or directors,
as applicable, and do not: (i) contravene Borrower’s articles of
incorporation or bylaws, or (ii) contravene any law or any contractual
restriction binding on or affecting Borrower or its consolidated subsidiaries,
or (iii) result in, or require, the creation of any lien, security
interest or other charge or encumbrance upon or with respect to any of the
properties of the Borrower or any of its consolidated subsidiaries (other than
liens, security interests, charges or encumbrances in favor of the Bank under
the Credit Agreement and other Loan Documents).


(c) No authorization, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by Borrower of this
Amendment or the Original Credit Agreement, as amended hereby, or other Loan
Documents.


(d) This Amendment and the Original Credit Agreement, as
amended hereby, and the other Loan Documents, constitute, legal, valid and
binding obligations of Borrower enforceable against Borrower in accordance with
their respective terms.


(e) There is no pending or threatened action or proceeding
affecting Borrower before any court, governmental agency or arbitrator, which
may materially adversely affect the authority of the Borrower to execute this
Amendment or the financial condition or operations of Borrower or its ability
to perform its obligations under the Original Credit Agreement, as amended
hereby, and the other Loan Documents.


(f) Except to the extent otherwise provided in the
Borrower’s Form 10-K for the period ended August 31, 2010, and Form
10-Q for the period ended November 30, 2010 (the “Most Recent
Filing”), Borrower restates and affirms each and all of the
representations of Borrower set forth in Article IV of the Original Credit
Agreement. The information in the Most Recent Filing is, as of its date and as
of the date of this Agreement, true and
correct in all material respects and does not omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.


 


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(g) No event of default as described in Section 6.01
of the Original Credit Agreement has occurred and is continuing (without regard
to notice or any applicable grace period, if any).


5. Upon the
effectiveness of this Amendment pursuant to Section 3 hereof, each
reference in the Original Credit Agreement to “this Agreement”,
“hereunder” “hereof”, “herein” or words of
like import shall mean and be a reference to the Credit Agreement, as amended
hereby. The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of Bank under the Credit Agreement, nor constitute a waiver of any
provision of the Credit Agreement.


6. This
Agreement may be executed in several counterparts, and all counterparts so
executed shall constitute one agreement, binding on all of the parties hereto,
notwithstanding that all the parties are not signatory to the original or the
same counterpart.


7. This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of Nebraska (without giving effect to conflicts of law principles).


8. This
Amendment and the Credit Agreement and other Loan Documents represents the
final agreement between Bank and Borrower as to the subject matter thereof and
may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties. There are no unwritten oral agreements between
the parties.


A CREDIT AGREEMENT
MUST BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW. TO PROTECT THE PARTIES
FROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE,
UNDERTAKING OR OFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER
FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR
EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR
SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR
DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION
OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed as of the day and
year first written above.


	 	 	 	 	 
	

LINDSAY CORPORATION 

	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION
	 
	
By:  

	/s/ David B. Downing 	 	By:  	/s/ Michael H. Wheeler
	 	
 

	 	 	 
	Title: 
	Chief Financial Officer 	 	Title:  	Vice President
	 	
 

	 	 	 





 


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