Revolving Credit Agreement [Amended and Restated] (2015)Full Document 

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AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Agreement") is entered into as of February 18, 2015, by and between LINDSAY CORPORATION, a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

RECITALS

Borrower is currently party to the Revolving Credit Agreement by and between Borrower and Bank dated as of January 24, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the "Prior Credit Agreement").

Borrower and Bank desire to amend and restate the Prior Credit Agreement on the terms and subject to the conditions contained herein.

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

ARTICLE I

DEFINITIONS AND CONSTRUCTION

SECTION 1.1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:

"AAA" has the meaning set forth in Section 8.11(b) of this Agreement.

"Affiliate" means, with respect to any Person: (a) a parent corporation or entity; (b) subsidiary corporation or entity; (c) an entity controlled by any controlling shareholder(s) or other equity holders 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, partner, manager, member, 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" means any one or more of the following individuals, or any other individual that Borrower may designate from time to time by providing written notice to Bank:

Richard W. Parod

James C Raabe

Mark A Roth

"Bankruptcy Code" shall have the meaning set forth in Section 7.1(e) of this Agreement.

"Business Day" means any day other than a Saturday, Sunday, or any other day on which commercial banks in Omaha, Nebraska are authorized or required by law to close.

"Capitalized Lease Obligations" means obligations for the payment of rent for any real or personal property under leases or agreements to lease that, in accordance with GAAP, have been or should be capitalized on the books of the lessee and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

"Cash Collateral Funding Date" has the meaning set forth in Section 2.1(b)(1) of this Agreement.

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"Code" means the Internal Revenue Code of 1986, as amended.

"Commitment" means the commitment of Bank to make Loans pursuant to Section 2.1(a) of this Agreement (including the issuance of Letters of Credit under Section 2.1(b)).

"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period, plus (1) the sum of all amounts deducted from income in arriving at Consolidated Net Income during such period for (a) Consolidated Interest Expense, (b) federal, state and local income taxes, (c) depreciation, amortization and other non-cash stock compensation, determined on a consolidated basis in accordance with GAAP, and (d) all other non-cash expenses and charges other than recurring accruals in the ordinary course, minus (2) the sum of all cash payments that did not reduce Consolidated Net Income for such period made in respect of non-cash charges described in clause (1)(d) above made in a prior period. For purposes of calculating Consolidated EBITDA for any period of four consecutive quarters, if during such period the Borrower or any Subsidiary shall have acquired or disposed of any Person or acquired or disposed of any of the operating assets of any Person, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

"Consolidated Funded Indebtedness" means, at any date, for the Borrower and its Subsidiaries on a consolidated basis, all obligations for borrowed money (including subordinated debt) plus that portion of all Capitalized Lease Obligations reported on the balance sheet of the Borrower and its Subsidiaries as a liability as of the most recently completed fiscal quarter, determined on a consolidated basis in accordance with GAAP.

"Consolidated Interest Expense" means, for any period, the interest expense (including the "imputed interest" portion of Capitalized Lease Obligations, synthetic leases and asset securitizations, if any, and excluding deferred financing costs) of the Borrower and its Subsidiaries for such period, as determined on a consolidated basis in accordance with GAAP.

"Consolidated Net Income" means, for any period, the net income for such period of the Borrower and its Subsidiaries, after taxes, as determined on a consolidated basis in accordance with GAAP.

"Continue," "Continuation," and "Continued" refer to the continuation pursuant to Section 2.2(e) of a LIBOR Rate Loan as a LIBOR Rate Loan from one LIBOR Period to the next LIBOR Period.

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

"Daily One Month LIBOR Rate" means for any day, the rate of interest equal to the LIBOR Rate then in effect for delivery for a one-month period.

"Daily One Month LIBOR Rate Loan" means any loan made pursuant to Section 2.1(a) hereof that bears interest determined by reference to the Daily One Month LIBOR Rate.

"Default Rate" means the lesser of the Maximum Rate or a fluctuating rate that is 2.0% per annum above the interest rate otherwise applicable to the Loans from time to time.

"Environmental Laws" means 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" means the Employee Retirement Income Security Act of 1974, as amended or recodified from time to time.

"Event of Default" has the meaning set forth in Section 7.1 of this Agreement.

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"Excluded Taxes" means any of the following Taxes imposed on or with respect to a recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in the case of Bank (or assignee of Bank), its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document), (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such recipient with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such recipient acquires such interest in the Loan or Commitment or (ii) such recipient changes its lending office, (c) Taxes attributable to such recipient’s failure to deliver to Borrower any applicable duly completed forms or certifications that would entitle such recipient to a reduction in or elimination of such Taxes (including IRS Forms W-9 and W-8), and (d) any U.S. federal withholding Taxes imposed under Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

"Exchange Act" has the meaning set forth in Section 7.1(h) of this Agreement.

"Extended Letter of Credit" has the meaning set forth in Section 2.1(b)(1) of this Agreement.

"Extended Letter of Credit Obligations" has the meaning set forth in Section 2.1(b)(1) of this Agreement.

"GAAP" means generally accepted accounting principles as in effect from time to time in the United States of America.

"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.

"Indemnified Parties" have the meaning set forth in Section 8.12 of this Agreement.

"Indemnified Liabilities" have the meaning set forth in Section 8.12 of this Agreement.

"Interest Coverage Ratio" means, as of any date of determination, the ratio of Consolidated EBITDA for the four-fiscal quarter period ending on the then most recently completed fiscal quarter, to Consolidated Interest Expense for such four-fiscal quarter period.

"Letter of Credit" has the meaning set forth in Section 2.1(b) of this Agreement.

"Letter of Credit Collateral Account" has the meaning set forth in Section 2.1(b)(1) of this Agreement.

"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 ($750.00).

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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" means 1.00%.

"Letter of Credit Sublimit" means Ten Million Dollars ($10,000,000.00).

"Leverage Ratio" means the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA, determined on a rolling four-fiscal quarter basis.

"LIBOR Period" means a period commencing on a New York Business Day and continuing for 1, 2, 3, 6 or 12 months, as designated by Borrower, during which all or a portion of the outstanding principal balance of the applicable Loan bears interest determined in relation to LIBOR Rate; provided however, that if the day after the end of any LIBOR Period is not a New York Business Day (so that a new LIBOR Period could not be selected by Borrower to start on such day), then such LIBOR Period shall continue up to, but shall not include, the next New York Business Day after the end of such LIBOR Period, unless the result of such extension would be to cause any immediately following LIBOR Period to begin in the next calendar month in which event the LIBOR Period shall continue up to, but shall not include, the New York Business Day immediately preceding the last day of such LIBOR Period, and (iii) no LIBOR Period shall extend beyond the scheduled maturity date hereof.

"LIBOR Rate" means (i) for the purpose of calculating effective rates of interest for Loans hereunder, the rate of interest per annum determined by Bank based on the rate for United States dollar deposits for delivery on the first day of each LIBOR Period for a period approximately equal to such LIBOR Period as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 11:00 a.m., London time, two London Business Days prior to the first day of such LIBOR Period (or if not so reported, then as determined by Bank from another recognized source or interbank quotation), or (ii) for the purpose of calculating effective rates of interest for Loans making reference to the Daily One Month LIBOR Rate, the rate of interest per annum determined by Bank based on the rate for United States dollar deposits for delivery of funds for one (1) month as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 11:00 a.m., London time, or, for any day not a London Business Day, the immediately preceding London Business Day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

"LIBOR Rate Loan" means any loan made pursuant to Section 2.1(a) of this Agreement that bears interest determined by reference to the LIBOR Rate.

"LIBOR Rate Margin" means 0.90% from the date hereof until the date of the Compliance Certificate required to be delivered under Section 5.3 hereof for the current fiscal quarter (the "Initial Adjustment Date"). On the Initial Adjustment Date and on each date of the Compliance Certificate delivered under Section 5.3 hereof thereafter, the LIBOR Rate Margin shall be adjusted quarterly based on the Leverage Ratio of Borrower, as of the then most recently completed fiscal quarter determined based upon the information contained in the Compliance Certificate and any and all schedules and attachments thereto delivered under Section 5.3 hereof with respect to such fiscal quarter, in accordance with the following grid:

Leverage Ratio*

LIBOR Rate Margin

£ 0.99x

0.90 %

1.00x £ 1.74x

1.20 %

1.75x £ 1.99x

1.50 %

2.00x £ 2.24x

1.75 %

³ 2.25x

2.00 %

* Calculated on a four-fiscal quarter rolling basis as provided in the definition of "Leverage Ratio".

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"Lindsay International Holdings BV Indebtedness" has the meaning set forth in Section 6.2 of this Agreement.

"Line of Credit" has the meaning set forth in Section 2.1(a) of this Agreement.

"Line of Credit Note" has the meaning set forth in Section 2.1(a) of this Agreement.

"Loan" means either a LIBOR Rate Loan or a Daily One Month LIBOR Rate Loan, as applicable, and "Loans" shall mean all of the foregoing.

"Loan Documents" means this Agreement, the Line of Credit Note, the Letters of Credit and any and all other promissory notes, contracts, instruments, certificates and agreements required hereby or entered into in connection herewith.

"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" has the meaning set forth in Section 2.1(a)(3) of this Agreement.

"London Business Day" means any day that is a day for trading by and between banks in United States dollar deposits in the London interbank market.

"Material Adverse Effect" means any set of circumstances or events that: (i) has any material adverse effect upon the validity or enforceability of any Loan Documents or any material term or condition 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 Amount" means the aggregate principal amount of Fifty Million Dollars ($50,000,000.00).

"Maximum Rate" means the highest rate of interest permissible under applicable law.

"New York Business Day" means any day except a Saturday, Sunday or any other day on which commercial banks in New York are authorized or required by law to close.

"Outstanding Credit" means, at any time of determination, the sum of (i) the aggregate principal amount of Loans then outstanding, plus (ii) the Letter of Credit Liabilities.

"Permits" means federal, state, and local permits, licenses, certificates and approvals.

"Permitted Encumbrances" has the meaning set forth in Section 6.6 of this Agreement.

"Permitted Lindsay International Holdings BV Guaranty" has the meaning set forth in Section 6.4 of this Agreement.

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"Person" means 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" has the meaning set forth in Section 3.9 of this Agreement.

"Private Placement Indebtedness" has the meaning set forth in Section 6.2 of this Agreement.

"Quarterly Payment Date" means the first Business Day following the end of each calendar quarter, for such calendar quarter.

"Register" has the meaning set forth in Section 8.4 of this Agreement.

"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 pursuant to the terms hereof.

"Rules" has the meaning set forth in Section 8.11(b) of this Agreement.

"Senior Notes" has the meaning set forth in Section 6.2 of this Agreement.

"Significant Subsidiary" means (i) a Subsidiary of Borrower with net assets of at least Five Million Dollars ($5,000,000.00) as of the end of the immediately preceding fiscal quarter of Borrower’s fiscal year; (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 ownership interests having ordinary voting power to elect a majority of the board of directors or other manages 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" means a letter of credit issued by a financial institution other than Bank after: (i) Borrower has made a request of Bank for it to issue such letter of credit under the provisions of Section 2.1(b), and (ii) Bank has declined such request.

"Substitute Letter of Credit Liabilities" means 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.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto upon any Person with respect to such Person’s income or any of such Person’s properties, franchises or assets.

"Termination Date" means February 18, 2018.

"Type" means either type of Loan (i.e., a LIBOR Rate Loan or a Daily One Month LIBOR Rate Loan).

"Unused Commitment Fee" means an amount equal to 0.25% per annum (computed on the basis of a 360-day year, actual days elapsed) of the difference between the Maximum Amount and the average daily balance of Outstanding Credit during the preceding calendar quarter, such fee to be calculated on a quarterly basis by Bank.

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ARTICLE II

CREDIT TERMS

SECTION 2.1. LINE OF CREDIT.

(a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make Loans to Borrower from time to time up to and including the Termination Date in an aggregate amount not to exceed at any time the Maximum Amount (the "Line of Credit"), the proceeds of which shall be used for working capital and general corporate purposes of Borrower. Borrower’s obligation to repay Loans shall be evidenced by a promissory note dated as of the date hereof ("Line of Credit Note"), all terms of which are incorporated herein by this reference.

(1) LIBOR Rate Loans shall be made only in the minimum amount of $100,000.00 and integral multiples of $100,000.00 in excess thereof; Daily One Month LIBOR Rate Loans may be made in any amount.

(2) 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 LIBOR Periods applicable thereto, and the amount of accrued interest thereon.

(3) 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 11:00 a.m. (Omaha, Nebraska time) on a Business Day that is at least two (2) Business Days prior to the requested date of such Loan. A "Loan Request" shall include the following information:

(i) the amount of the Loan;

(ii) the requested date of the Loan;

(iii) whether the Loan is to be a LIBOR Rate Loan or a Daily One Month LIBOR Rate Loan; and

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