CREDIT AGREEMENT

Exhibit 10.3

CREDIT AGREEMENT

     THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of December 27, 2006 by and between LINDSAY ITALIA, S.r.l. an Italian corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS

     Borrower has requested that Bank extend credit to Borrower as described below, 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, Bank and Borrower hereby agree as follows:

ARTICLE I
CREDIT TERMS

     SECTION 1.1. TERM LOAN.

     (a)  Term Loan . Subject to the terms and conditions of this Agreement, Bank hereby agrees to make a loan to Borrower in the principal amount of Thirteen Million One Hundred Ninety-five Thousand Dollars ($13,195,000.00) (“Term Loan”), the proceeds of which shall be used to finance the acquisition of other business operations. Borrower’s obligation to repay the Term Loan shall be evidenced by a promissory note dated as of December 27, 2006 (“Term Note”), all terms of which are incorporated herein by this reference. Bank’s commitment to fund the Term Loan shall terminate on January 27, 2007 if the conditions set forth in Section 3.1 have not been satisfied or would have been satisfied on or before such date.

     (b)  Repayment . The principal amount of the Term Loan shall be repaid in accordance with the provisions of the Term Note.

     (c)  Prepayment . Borrower may prepay principal on the Term Loan solely in accordance with the provisions of the Term Note.

     SECTION 1.2. INTEREST/FEES.

     (a)  Interest . The outstanding principal balance of the Term Note shall bear interest at the rate of interest set forth in the Term Note.

     (b)  Computation and Payment . Interest shall be computed on the basis of a 360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in the Term Note.

     SECTION 1.3. COLLECTION OF PAYMENTS. Any principal and interest due under the Term Loan shall be paid by Borrower to Bank at the Bank’s account, 4121376339, in U.S. dollars and in immediately available funds; provided, however, that Bank may collect any principal and interest due under the Term Loan that has not been paid by the close of business on the applicable payment date by charging any of Borrower’s deposit accounts with Bank.

     SECTION 1.4. GUARANTIES. The payment and performance of all indebtedness and other obligations of Borrower to Bank shall be guaranteed by Lindsay Corporation (“Guarantor”) in the principal amount not to exceed Thirteen Million One Hundred Ninety-five Thousand Dollars ($13,195,000.00), as evidenced by and subject to the terms of a continuing guaranty in form and substance satisfactory to Bank.

ARTICLE II
REPRESENTATIONS AND WARRANTIES

     Borrower makes the following representations and warranties to Bank, which representations and warranties shall survive the execution of this Agreement and shall continue in full force and effect until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Bank subject to this Agreement.

     SECTION 2.1. LEGAL STATUS. Borrower is a company incorporated under the laws of Italy, whose registered office is at Allen & Overy, Studio Legale Associato, Via Manzoni 41, 20121, Milano.

     SECTION 2.2. AUTHORIZATION AND VALIDITY. This Agreement and the Term Note (collectively, the “Loan Documents”) have been duly authorized, and upon their execution and delivery by Borrower in accordance with the provisions hereof, assuming, in the case of this Agreement, due execution and delivery by Bank, will constitute legal, valid and binding agreements and obligations of Borrower, enforceable against Borrower in accordance with their respective terms.

     SECTION 2.3. NO VIOLATION. The execution, delivery and performance by Borrower of each of the Loan Documents do not violate any provision of any law or regulation, or contravene any provision of the governing documents of Borrower, or result in any breach of or default under any contract, obligation, indenture or other instrument to which Borrower is a party or by which Borrower is bound, where such violation, breach or default could reasonably be expected to have a material adverse effect on the financial condition of Borrower.

     SECTION 2.4. LITIGATION. There are no pending, or to the best of Borrower’s knowledge threatened, actions, claims, investigations, suits or proceedings by or before any governmental authority, arbitrator, court or administrative agency which could reasonably be expected to have a material adverse effect on the financial condition of Borrower, other than those disclosed by Borrower to Bank in writing prior to the date hereof.

     SECTION 2.5. CORRECTNESS OF FINANCIAL STATEMENT. The financial statement of Guarantor dated November 30, 2006, a true copy of which has been delivered by Guarantor to Bank prior to the date hereof, (a) is complete and correct and presents fairly the financial condition of Guarantor in accordance with generally accepted accounting principles, (b) discloses all liabilities of Guarantor that are required to be reflected or reserved against under generally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of such financial statement there has been no material adverse change in the financial condition of Guarantor and its subsidiaries, taken as a whole, nor has Guarantor mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except (i) Permitted Liens (as defined below), (ii) in favor of Bank, or (iii) as otherwise permitted by Bank in writing.

     SECTION 2.6. INCOME TAX RETURNS. Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

     SECTION 2.7. NO SUBORDINATION. There is no agreement, indenture, contract or instrument to which Borrower is a party or by which Borrower may be bound that requires the subordination in right of payment of any of Borrower’s obligations subject to this Agreement to any other obligation of Borrower.

     SECTION 2.8. PERMITS, FRANCHISES. Borrower possesses, all permits, consents, approvals, franchises and licenses and rights to all trademarks, trade names, patents, and fictitious names, if any, necessary to enable it to conduct the business in which it is now engaged in material compliance with applicable law.

     SECTION 2.9. ERISA. Borrower is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended or recodified from time to time (“ERISA”); Borrower has not violated any provision of any defined employee pension benefit plan (as defined in ERISA) maintained or contributed to by Borrower (each, a “Plan”); no Reportable Event as defined in ERISA has occurred and is continuing with respect to any Plan initiated by Borrower; Borrower 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 generally accepted accounting principles.

     SECTION 2.10. OTHER OBLIGATIONS. Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation.

     SECTION 2.11. ENVIRONMENTAL MATTERS. Except as disclosed by Borrower to Bank in writing prior to the date hereof, Borrower is in compliance in all material respects with all applicable federal or state environmental and hazardous waste statutes, and any rules or regulations adopted pursuant thereto, which govern or apply to any of Borrower’s operations and/or properties, 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. Borrower neither 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 a material expenditure is needed to respond to a release of any toxic or hazardous waste or substance into the environment. Borrower has no 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 on the financial condition of Borrower.

ARTICLE III
CONDITIONS

     SECTION 3.1. CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment to Bank’s satisfaction of all of the following conditions:

     (a)  Approval of Bank Counsel . All legal matters incidental to the extension of credit by Bank shall be satisfactory to Bank’s counsel.

     (b)  Documentation . Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:

     (c)  Financial Condition . There shall have been no material adverse change, as determined by Bank, in the financial condition of Guarantor and its subsidiaries (including Borrower) taken as a whole, hereunder.

     (d)  Compliance . The representations and warranties contained herein and in each of the other Loan Documents shall be true on and as of the date of the signing of this Agreement and no Event of Default as defined herein, and no condition, event or act which with the giving of notice or the passage of time or both would constitute such an Event of Default, shall have occurred and be continuing or shall exist.

ARTICLE IV
AFFIRMATIVE COVENANTS

     Borrower covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in

full of all obligations of Borrower subject hereto, Borrower shall, unless Bank otherwise consents in writing:

     SECTION 4.1. PUNCTUAL PAYMENTS. Punctually pay all principal, interest, fees or other liabilities due under any of the Loan Documents at the times and place and in the manner specified therein and immediately upon demand by Bank, the amount by which the outstanding principal balance of any credit subject hereto at any time exceeds any limitation on borrowings applicable thereto.

     SECTION 4.2. ACCOUNTING RECORDS. Maintain adequate books and records in accordance with generally accepted accounting principles consistently applied, and permit any representative of Bank, at any reasonable time, upon reasonable notice to inspect, audit and examine such books and records, to make copies of the same, and to inspect the properties of Borrower.

     SECTION 4.3. FINANCIAL STATEMENTS. Provide to Bank all of the following, in form and detail satisfactory to Bank:

     (a) Provide to Bank not later than 90 days after the end of each fiscal year, financial statements of the Guarantor, 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 the Guarantor’s Annual Report on Form 10-K with the Securities and Exchange Commission.

     (b) Provide to Bank not later than 45 days after the end of each of the first three fiscal quarters in each fiscal year, unaudited financial statements of the Guarantor, 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 the Guarantor’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission. !

     (c) Provide to Bank all of the following:

     (i) within ten (10) days of the filing by Guarantor, of any Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, a certificate of the President or Chief Financial Officer of Guarantor that the financial statements filed therewith are accurate and the Guarantor 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; and

     (ii) within ten (10) days of the filing by Guarantor, 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 to be satisfied upon the electronic filing of such Current Report on Form 8-K with the Securities and Exchange Commission.

     (iii) from time to time such other information as Bank may reasonably request.

     SECTION 4.4. COMPLIANCE. Preserve and maintain all licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct of its business; and comply with the provisions of Borrower’s articles of incorporation and bylaws, as amended from time to time, and with the requirements of all laws, rules, regulations and orders of any governmental authority applicable to Borrower and/or its business, except where the failure to so preserve or maintain or to so comply could not reasonably be expected to have a material adverse effect on the financial condition of Borrower and its subsidiaries, taken as a whole.

     SECTION 4.5. INSURANCE. Maintain and keep in force insurance of the types and in amounts customarily carried in lines of business similar to that of Borrower, including but not limited to fire, extended coverage, public liability, property damage and workers’ compensation and deliver to Bank from time to time at Bank’s request schedules setting forth all insurance then in effect.

     SECTION 4.6. FACILITIES. Keep all properties useful or necessary to Borrower’s business in good repair and condition, ordinary wear and tear and maintenance excepted, and from time to time make necessary repairs, renewals and replacements thereto so that such properties shall be fully and efficiently preserved and maintained.

     SECTION 4.7. TAXES. Pay and discharge when due any and all material assessments and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except such (a) as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made adequate reserves in accordance with generally accepted accounting principles.

     SECTION 4.8. FINANCIAL CONDITION. Maintain its financial condition as follows, on a consolidated basis with Guarantor and its consolidated subsidiaries, using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein):

     (a) Consolidated Funded Debt to EBITDA not greater than 2.5 to 1.0 as of each quarter end, 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 Guarantor, as a liability, and with “EBITDA” defined as net profit before tax plus interest expense, depreciation expense and amortization expense; provided however that, in the event that 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.

     (b) Consolidated Fixed Charge Coverage Ratio not less than 1.25 to 1.0 as of each quarter end, determined on a rolling 4-quarter basis, with “Fixed Charge Coverage Ratio”

defined as the aggregate of net profit after taxes plus depreciation expense, amortizat