NYSE US false 0000836157 0000836157 2021-08-26 2021-08-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 26, 2021

 

 

LINDSAY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13419   47-0554096

(State

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

18135 Burke Street, Suite 100

Omaha, Nebraska

  68022
(Address of principal executive offices)   (Zip Code)

(402) 829-6800

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $1.00 par value   LNN   New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 1.01.    Entry into a Material Definitive Agreement.

As previously disclosed, on February 18, 2015, Lindsay Corporation (the “Company”) entered into the Amended and Restated Revolving Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (the “Bank”), which was amended on February 28, 2017 (the “First Credit Amendment”) and May 31, 2019 (the “Second Credit Amendment”) and which continues to provide for a $50 million unsecured revolving credit facility. Copies of the Credit Agreement, the First Credit Amendment, and the Second Credit Amendment were filed as Exhibits 10.2, 10.1, and 10.2, respectively, to the Current Reports on Form 8-K filed by the Company on February 20, 2015, March 1, 2017, and June 5, 2019, respectively.

On August 26, 2021, the Company and the Bank entered into the Third Amendment to the Credit Agreement (the “Third Credit Amendment”). Capitalized terms used below and not otherwise defined herein have the meanings given to them in the Credit Agreement, as amended through the Third Credit Amendment.

The Third Credit Amendment, among other things, (i) adds an accordion feature under which the Company may request, subject to lender approval and other certain conditions, to increase the unsecured revolving credit facility by up to an additional $50 million; (ii) provides for a transition of the benchmark rate from the London Interbank Offered Rate (LIBOR) to the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York while increasing all Leverage-Ratio-based marginal pricing tiers by ten basis points; (iii) continues to tie the Unused Commitment Fee Percentage to the Leverage Ratio while reducing the range of Unused Commitment Fee Percentages from 0.15%-0.25% per annum to 0.125%-0.20% per annum; (iv) extends the Termination Date from May 31, 2022 to August 26, 2026; and (v) incorporates by reference the terms of the Second Amended and Restated Line of Credit Note executed by the Company in favor of the Bank on August 26, 2021 (the “Line of Credit Note”).

The foregoing description does not purport to be complete and is subject to and qualified in its entirety by reference to the complete texts of the Third Credit Amendment and the Line of Credit Note, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01.    Financial Statements and Exhibits.

 

10.1    Third Amendment to Amended and Restated Revolving Credit Agreement, dated August 26, 2021, by and between the Company and the Bank.
10.2    Second Amended and Restated Line of Credit Note, dated August 26, 2021, by the Company in favor of the Bank.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 31, 2021     LINDSAY CORPORATION
    By:  

/s/ Brian L. Ketcham

      Brian L. Ketcham, Senior Vice President and Chief Financial Officer

Exhibit 10.1

THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) dated effective as of August 26, 2021, is entered into by and between LINDSAY CORPORATION, a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”).

RECITALS

WHEREAS, Borrower and Bank are parties to that certain Amended and Restated Revolving Credit Agreement dated as of February 18, 2015, as amended by that First Amendment to Amended and Restated Revolving Credit Agreement dated as of February 28, 2017, and as further amended by that Second Amendment to Amended and Restated Revolving Credit Agreement dated as of May 31, 2019 (as so amended, the “Credit Agreement”), pursuant to which Bank agreed to lend to Borrower an aggregate principal sum of up to $50,000,000.00;

WHEREAS, Borrower and Bank desire to amend the Credit Agreement as set forth herein; and

WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Bank hereby agree as follows:

1.    Deleted Definitions. The following definitions in Section 1.1 of the Credit Agreement are hereby deleted in their entirety: “Continue, “Continuation,” and “Continued”; “Convert,” “Conversion,” and “Converted”; “Daily One Month LIBOR Rate”; “Daily One Month LIBOR Rate Loan”; “LIBOR Period”; “LIBOR Rate”; “LIBOR Rate Loan”; “LIBOR Rate Margin”; and “Type”.

2.    New Definition. The following definition is hereby added to Section 1.1 of the Credit Agreement, in appropriate alphabetical order:

SOFR Margin” means, for any fiscal quarter, the “SOFR Margin” in effect pursuant to the Pricing Grid, based on the Leverage Ratio set forth in the most recent Compliance Certificate delivered by Borrower.

3.    Amended Definitions. The following definitions in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:

Authorized Individual” means any of the following individuals, or any other individual that Borrower may designate from time to time by providing written notice to Bank:

Randy Wood

Brian Ketcham

Default Rate” means the default rate of interest specified in the Line of Credit Note.

Loan” means an extension of credit under the Line of Credit hereunder and “Loans” shall mean all of the foregoing.

Loan Request” has the meaning set forth in Section 2.1(a) of this Agreement.

Maximum Amount” means the aggregate principal amount of Fifty Million Dollars ($50,000,000.00), subject to increase in accordance with Section 2.1(a) of this Agreement.


Pricing Grid” means the following:

 

Leverage Ratio*

  SOFR Margin     Unused Commitment
Fee Percentage

< 0.75x

    1.00   0.125% per annum

> 0.75x < 1.50x

    1.35   0.125% per annum

> 1.50x < 2.00x

    1.55   0.125% per annum

> 2.00x < 2.50x

    1.75   0.150% per annum

> 2.50x < 2.75x

    1.90   0.150% per annum

> 2.75x

    2.10   0.200% per annum

 

*

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

The Unused Commitment Fee Percentage and SOFR Margin shall adjust on a quarterly basis, based on the Leverage Ratio for the most recently completed fiscal quarter, as reflected in the Compliance Certificate for such fiscal quarter.

Termination Date” means August 26, 2026.

4.    Line of Credit. Section 2.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(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 the Maximum Amount (the “Line of Credit”), the proceeds of which shall be used for working capital and general corporate purposes of Borrower. Any Loans made hereunder shall be evidenced by that certain Second Amended and Restated Line of Credit Note dated August 26, 2021, as may be amended or restated from time to time (the “Line of Credit Note”), all terms of which are incorporated herein by this reference. Borrower may request an increase in the Line of Credit by up to an additional Fifty Million Dollars ($50,000,000.00). Borrower may request such an increase once in the minimum amount of Five Million Dollars ($5,000,000.00). Following Borrower’s request, Bank shall reunderwrite the requested increase to the Line of Credit after first having received from Borrower (i) pro-forma financial projections for the next fiscal year, (ii) a written certification, in form and substance satisfactory to Bank, showing Borrower is, and on a pro-forma basis will be, in compliance with the terms and conditions of this Agreement, and (iii) such other items and documents requested by Bank. If Bank consents to the requested increase to the Line of Credit, which consent shall be in Bank’s sole and absolute discretion, Borrower shall deliver to Bank a replacement Line of Credit Note for the full amount of the increased Line of Credit and such other documents and amendments required by Bank, the form and substance of which shall be acceptable to Bank in its sole and absolute discretion. Borrower acknowledges that the decision to increase the Line of Credit is discretionary, and Bank has no obligation to increase the Line of Credit and may decline to do so for any reason.

Each Loan shall be made on notice from Borrower to Bank given in accordance with the Line of Credit Note (a “Loan Request”). Any Loan Request received after 11:00 a.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 IV, Bank will make such Loan available to Borrower in same day funds credited to Borrower’s account maintained with Bank and listed on Schedule 2.3. 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

 

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(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 IV) 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, as applicable) shall constitute a representation by Borrower that, as of the date of such request, no Event of Default (or event or circumstance that, 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 III hereof are true, accurate, and complete.

5.    Line of Credit; Optional Repayments. Section 2.1(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(d)    Optional Repayments. Borrower may make prepayments on the Loans in accordance with the terms of the Line of Credit Note.

6.    Interest. Section 2.2(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a)    Interest. The outstanding principal balance of each Loan hereunder shall bear interest at the rate of interest set forth in the Line of Credit Note.

7.    Interest; Computation and Payment. Section 2.2(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(d)    Computation and Payment. Interest shall be computed on the basis set forth in the Line of Credit Note. Interest shall be payable at the times and place set forth in the Line of Credit Note.

8.    Continuation and Conversion. The text of Section 2.2(e) of the Credit Agreement is hereby deleted in its entirety and replaced with “[Intentionally Deleted].”

9.    Payment of Break Costs. The text of Section 2.6 of the Credit Agreement is hereby deleted in its entirety and replaced with “[Intentionally Deleted].”

10.    Changes in Law. The text of Section 2.7 of the Credit Agreement is hereby deleted in its entirety and replaced with “[Intentionally Deleted].”

11.    Effectiveness. This Amendment shall become effective once Bank shall have received: (a) a counterpart of this Amendment duly executed by Borrower; (b) a replacement Line of Credit Note duly executed by Borrower; and (c) such other documents, actions or assurances as Bank may reasonably request.

12.    Representations and Warranties of Borrower. Borrower represents and warrants as follows:

(a)    The execution, delivery and performance by Borrower of this Amendment and the Credit Agreement, as amended hereby, (i) are within Borrower’s powers, (ii) have been duly authorized by all necessary action, (iii) do not result in, or require, the creation of any lien, security interest or other charge or encumbrance upon or with respect to the Collateral, and (iv) do not contravene (A) Borrower’s organizational documents, or (B) any law or contractual restriction binding on or affecting Borrower.

 

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

(c)    There is no pending or threatened action or proceeding affecting Borrower before any court, governmental agency or arbitrator, which may materially adversely affect the financial condition or operations of Borrower.

(d)    No breach of any representation or warranty made by Borrower pursuant to Article III of the Credit Agreement or any covenant made by Borrower pursuant to Article V or Article VI of the Credit Agreement has occurred and is continuing.

13.    Reference to and Effect on the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the 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 by this Amendment. Except as specifically amended above, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Bank under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

14.    Execution in Counterparts. This Amendment may be executed in one or more counterparts, not all of which need to be signed by the same parties, but all of which taken together shall constitute one and the same instrument. The parties may execute this Amendment and exchange counterparts by means of facsimile transmission or electronic mail, and the parties agree that the receipt of such counterparts shall be binding on the parties and shall be construed as originals.

15.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Nebraska, without regard to its principles of conflict of laws.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK

 

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

 

BANK:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association
By:  

/s/ Paul J. Johnson

  Name:   Paul J. Johnson
  Title:   Senior Vice President
BORROWER:
LINDSAY CORPORATION, a Delaware corporation
By:  

/s/ Brian Ketcham

  Name:   Brian Ketcham
  Title:   Senior Vice President and Chief Financial Officer

 

5

Exhibit 10.2

SECOND AMENDED AND RESTATED LINE OF CREDIT NOTE

 

US $50,000,000.00    August 26, 2021

FOR VALUE RECEIVED, the undersigned, LINDSAY CORPORATION, a Delaware corporation (“Borrower”), promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 13625 California Street, Suite 200, Omaha, Nebraska 68154, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Fifty Million Dollars ($50,000,000.00), or so much thereof as may be advanced and be outstanding pursuant to the terms of the Credit Agreement, as defined herein, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

DEFINITIONS:

As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined:

(a)    “Benchmark Floor” means a rate of interest equal to zero percent (0%).

(b)    “Daily Simple SOFR” means, with respect to any day (a “Reference Day”), a rate per annum equal to SOFR for the date that is (a “SOFR Rate Date”) two (2) U.S. Government Securities Business Days prior to, (i) if such Reference Day is a U.S. Government Securities Business Day, such Reference Day, or, (ii) if such Reference Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Reference Day, in each case, as such rate appears on the SOFR Administrator’s Website at approximately 3:00 p.m. (New York City time) on the U.S. Government Securities Business Day immediately following such SOFR Rate Date; provided, however, that if Daily Simple SOFR determined as provided above would be less than the Benchmark Floor, then Daily Simple SOFR shall be deemed to be the Benchmark Floor.

(c)    “Federal Reserve Business Day” means any day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed.

 

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(d)    “Prime Rate” means at any time the rate of interest most recently announced within Bank at its principal office as its prime rate, with the understanding that the Prime Rate is one of Bank’s base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Bank may designate; provided, however, that if Prime Rate determined as provided above would be less than zero percent (0%), then Prime Rate shall be deemed to be zero percent (0%).

(e)    “SOFR” means a rate per annum equal to the secured overnight financing rate published by the SOFR Administrator on the SOFR Administrator’s Website.

(f)    “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

(g)    “SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

(h)    “U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

INTEREST:

(a)    Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuating rate per annum determined by Bank to be the Daily Simple SOFR plus the SOFR Margin in effect from time to time, as defined in, and determined in accordance with, the Credit Agreement referred to below. Bank is hereby authorized to note the date, principal amount and interest rate applicable to this Note and any payments made thereon on Bank’s books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted. The Bank shall be permitted to estimate the amount of accrued interest that is payable at any time hereunder on the applicable invoice provided by Bank to Borrower in respect thereof, in which case Borrower shall pay such estimated amount and Bank shall to the extent necessary, include on the next invoice an adjustment to correct any difference between the amount on the applicable invoice and the amount of interest that actually accrued pursuant to the terms of this Note.

 

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(b)    Taxes and Regulatory Costs. 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 SOFR or Daily Simple SOFR, and (ii) costs, expenses and liabilities arising from or in connection with reserve percentages prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Board of Governors of the Federal Reserve System, as amended), 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 SOFR or Daily Simple SOFR. In determining which of the foregoing are attributable to any SOFR or Daily Simple SOFR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower.

(c)    Default Interest. Bank shall have the option in its sole and absolute discretion to have the outstanding principal balance of this Note bear interest at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note (i) from and after the maturity date of this Note; (ii) from and after the date prior to the maturity date of this Note when all principal owing hereunder becomes due and payable by acceleration or otherwise; and/or (iii) upon the occurrence and during the continuance of any Event of Default.

(d)    Inability to Determine Interest Rates; Illegality. Subject to the Benchmark Replacement Provisions below, if Bank determines (any determination of which shall be conclusive and binding on Borrower) that either (i) Daily Simple SOFR cannot be determined pursuant to the definition thereof other than as a result of a Benchmark Transition Event or an Early Opt-in Election (an “Inability Determination”) or (ii) any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for Bank to make or maintain an advance based on SOFR or Daily Simple SOFR, or to determine or charge interest rates based upon SOFR or Daily Simple SOFR (an “Illegality Determination”), then Bank will so notify Borrower. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuating rate per annum determined by Bank to be equal to the Prime Rate in effect from time to time, from the date of an Inability Determination or an Illegality Determination until Bank revokes such Inability Determination or notifies Borrower that the circumstances giving rise to such Illegality Determination no longer exist, as applicable. When interest is determined in relation to the Prime Rate, each change in the rate of interest hereunder shall become effective on the date each Prime Rate change is announced within Bank. Notwithstanding any of the foregoing to the contrary, if a Benchmark Replacement is subsequently determined in accordance with applicable Benchmark Replacement Provisions, that Benchmark Replacement, plus any applicable margin, will become effective on the Benchmark Replacement Date and will then supersede the Prime Rate and margin determined in accordance with this provision.

 

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BENCHMARK REPLACEMENT PROVISIONS:

Notwithstanding anything to the contrary contained in this Note or in any related loan document (for the purposes of these Benchmark Replacement Provisions, a swap agreement by and between Borrower and Bank or any of its affiliates is not a loan document):

(a)    Benchmark Replacement. If a Benchmark Transition Event or an Early Opt-in Election, as applicable, occurs, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes under this Note or under any related loan document. Any Benchmark Replacement will become effective on the applicable Benchmark Replacement Date without any further action or consent of Borrower.

(b)    Benchmark Replacement Conforming Changes. Bank will have the right to make Benchmark Replacement Conforming Changes from time to time and any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of Borrower.

(c)    Notices; Standards for Decisions and Determinations. Bank will promptly notify Borrower of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Bank pursuant to these Benchmark Replacement Provisions, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and will be made in its sole discretion and without Borrower consent.

(d)    Certain Defined Terms. As used in this Note, each of the following capitalized terms has the meaning given to such term below:

(i)    “Benchmark” means, initially, Daily Simple SOFR; provided, however, that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, has occurred with respect to Daily Simple SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to the provisions of this Note.

(ii)    “Benchmark Administrator” means, initially, the SOFR Administrator, or any successor administrator of the then-current Benchmark or any insolvency or resolution official with authority over such administrator.

(iii)    “Benchmark Replacement” means the sum of: (A) the alternate rate of interest that has been selected by Bank as the replacement for the then-current Benchmark; and (B) the spread

 

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adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Bank, in each case, giving due consideration to (x) any selection or recommendation by the Relevant Governmental Body at such time for a replacement rate, the mechanism for determining such a rate, the methodology or conventions applicable to such rate, or the spread adjustment, or method for calculating or determining such spread adjustment, for such rate, or (y) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the then-current Benchmark, the methodology or conventions applicable to such rate, or the spread adjustment, or method for calculating or determining such spread adjustment, for such alternate rate for U.S. dollar-denominated syndicated or bilateral credit facilities at such time; provided, however, that if the Benchmark Replacement as determined as provided above would be less than the Benchmark Floor, then Benchmark Replacement shall be deemed to be the Benchmark Floor, subject to any other applicable floor rate provision.

(iv)    “Benchmark Replacement Conforming Changes” means any technical, administrative or operational changes (including, without limitation, changes to the timing and frequency of determining rates and making payments of interest, prepayment provisions and other technical, administrative or operational matters) that Bank decides may be appropriate to reflect the adoption and implementation of a Benchmark Replacement and to permit the administration thereof by Bank.

(v)    “Benchmark Replacement Date” means the date specified by Bank in a notice to Borrower following a Benchmark Transition Event or Early Opt-in Election.

(vi)    “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: a public statement or publication of information by or on behalf of the Benchmark Administrator or a regulatory supervisor for the Benchmark Administrator announcing that (A) the Benchmark Administrator has ceased or will cease to provide the Benchmark permanently or indefinitely or (B) the Benchmark is no longer, or as of a specified future date will no longer be, representative of underlying markets.

(vii)    “Early Opt-in Election” means the election by Bank to declare that the Benchmark will be replaced prior to the occurrence of a Benchmark Transition Event and the provision by Bank of written notice of such election to Borrower indicating that at least five (5) currently outstanding U.S. dollar-denominated syndicated or bilateral credit facilities at such time contain (as a result of amendment or as originally executed) a new benchmark interest rate to replace the then-current Benchmark.

(viii)    “Relevant Governmental Body” means the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York or any successor thereto.

 

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BORROWING AND REPAYMENT:

(a)    Borrowing and Repayment. Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing this Note; provided however, the amount outstanding shall not at any time exceed the principal amount stated above (or if less, the amount permitted under the Credit Agreement referred to below). The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and payable in full on August 26, 2026 (the “Maturity Date”).

(b)    Advances. Advances hereunder, to the total amount of the principal sum stated above (or if less, the amount permitted under the Credit Agreement referred to below), may be made by the holder at the oral or written request of (i) any Authorized Individual (as defined in the Credit Agreement referred to below), acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower.

(c)    Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof.

PAYMENTS:

Interest accrued on this Note shall be payable commencing on the last day of each calendar month, commencing with August 31, 2021 and continuing on the last day of each month thereafter up to and including the Maturity Date. If any payment of principal or interest to be made pursuant to this Note other than a prepayment or a payment due on the maturity date of this Note, shall fall due on a day that is not a Federal Reserve Business Day, payment shall be made on the next succeeding Federal Reserve Business Day, except that, if such next succeeding Federal Reserve Business Day would fall in the next calendar month, such payment shall be made on the immediately preceding Federal Reserve Business Day. Any extension or contraction of time shall be reflected in computing interest or fees, as the case may be.

 

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PREPAYMENT:

Borrower may prepay principal on this Note at any time, in any amount and without penalty. If principal under this Note is payable in more than one installment, then any prepayments of principal shall be applied to the most remote principal installment or installments then unpaid.

SWAP AGREEMENT:

Borrower understands and acknowledges that (i) any Swap Agreement constitutes an independent agreement between Borrower and Bank and will be unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of this Note, except as otherwise expressly provided in the Swap Agreement, (ii) nothing in this Note shall be construed as a modification of a Swap Agreement or create an obligation to amend a Swap Agreement, (iii) Borrower may incur losses or reductions in benefits related to differences between the economic terms and characteristics of this Note and those of a related Swap Agreement (including, without limitation, differences with respect to maturity dates, payment dates and methods for determining interest rates and differences between borrowings hereunder and the notional amount of a Swap Agreement), and Bank is under no obligation to ensure that there are no differences or that differences will not arise hereafter, including, without limitation, differences between usage hereunder and the notional amount of a Swap Agreement, and (iv) Bank has no obligation to modify, renew or extend the maturity date of this Note to match the maturity date of a Swap Agreement. For the purposes of this provision, “Swap Agreement” means any existing or future swap agreement by and between Borrower and Bank or any of its affiliates.

EVENTS OF DEFAULT:

This Note is made pursuant to and is subject to the terms and conditions of that certain Amended and Restated Revolving Credit Agreement between Borrower and Bank dated February 18, 2015, as amended from time to time (the “Credit Agreement”). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an “Event of Default” under this Note.

MISCELLANEOUS:

(a)    Remedies. Upon the sale, transfer, hypothecation, assignment or other encumbrance, whether voluntary, involuntary or by operation of law, of all or any interest in any real property securing this Note, if any, or upon the occurrence of any Event of Default, the holder of this Note, at the holder’s option, may declare all sums of principal and interest outstanding hereunder to be immediately due and

 

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payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of the holder’s in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder’s rights and/or the collection of any amounts which become due to the holder under this Note whether or not suit is brought, and the prosecution or defense of any action in any way related to this Note, 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 Borrower or any other person or entity.

(b)    Collateral Exclusion. No lien or security interest created by or arising under any deed of trust, mortgage, security deed, or similar real estate collateral agreement (“Lien Document”) shall secure the Note Obligations unless such Lien Document specifically describes the promissory note(s), instrument(s) or agreement(s) evidencing Note Obligations as a part of the indebtedness secured thereby. This exclusion shall apply notwithstanding (i) the fact that such Lien Document may appear to secure the Note Obligations by virtue of a cross-collateralization provision or other provisions expanding the scope of the secured obligations, and (ii) whether such Lien Document was entered into prior to, concurrently with, or after the date hereof. As used herein, “Note Obligations” means any obligations under this Note, as amended, extended, renewed, refinanced, supplemented or otherwise modified from time to time, or under any other evidence of indebtedness that has been modified, renewed or extended in whole or in part by this Note, as amended, extended, renewed, refinanced, supplemented or otherwise modified from time to time.

(c)    Obligations Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several.

(d)    Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nebraska, but giving effect to federal laws applicable to national banks, without reference to the conflicts of law or choice of law principles thereof.

(e)    Effective Date. The effective date of this Note shall be the date that Bank has accepted this Note and all conditions to the effectiveness of the Credit Agreement have been fulfilled to Bank’s satisfaction. Notwithstanding the occurrence of the effective date of this Note, Bank shall not be obligated to extend credit under this Note until all conditions to each extension of credit set forth in the Credit Agreement have been fulfilled to Bank’s satisfaction.

 

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THIS NOTE AMENDS AND RESTATES THE AMENDED AND RESTATED LINE OF CREDIT NOTE DATED FEBRUARY 28, 2017 (THAT NOTE, AS AMENDED, RESTATED OR OTHERWISE MODIFIED, THE “2017 NOTE”). THIS NOTE IS GIVEN IN EXCHANGE AND SUBSTITUTION AND NOT IN NOVATION OF THE 2017 NOTE. THIS NOTE CONSTITUTES THE “LINE OF CREDIT NOTE,” AS DEFINED IN THE CREDIT AGREEMENT.

IN WITNESS WHEREOF, the undersigned has executed this Note to be effective as of the effective date set forth herein.

 

  LINDSAY CORPORATION, a Delaware corporation
  By:  

/s/ Brian Ketcham

  Name:   Brian Ketcham
  Title:   Senior Vice President and Chief Financial Officer

 

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