8-K

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):
December 27, 2006

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)
2707 North 108th Street
Suite 102
Omaha, Nebraska		68164
(Address of principal executive offices)		(Zip Code)

(402) 428-2131

(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:

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

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

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

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

TABLE OF CONTENTS

Share Purchase Agreement

Term Note

Credit Agreement

First Bank Guarantee

Press Release

Item 1.01 Entry into a Material Definitive Agreement

     The information set forth below under Item 2.01 and Item 2.03 is hereby incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets

     On December 27, 2006, Lindsay Italia S.R.L, a wholly owned subsidiary of Lindsay Corporation (“Lindsay”, the “Company”, or the “Registrant”) acquired all of the outstanding shares of Flagship Holding Ltd along with certain shares of Snoline, S.P.A. (“Snoline”), a subsidiary of Flagship. As a result, Snoline, a leading European designer and manufacturer of highway marking and safety equipment based in Milan, Italy, became an indirect subsidiary of Lindsay. Under the terms of the Share Purchase Agreement, which was entered into on the closing date of the acquisition, the selling shareholders have agreed to indemnify Lindsay with respect to various representations and warranties. The selling shareholders have delivered a First Demand Bank Guarantee from Unicredit S.p.A. in the amount of 1.5 million Euros (approximately $2.0 million) to secure this indemnity obligation.

     The purchase price paid in the transaction was 12.5 million Euros (approximately $16.5 million), pending final calculation based on the shareholder’s equity of Snoline as of the closing date. The purchase price was financed with approximately $3.3 million of cash on hand and $13.2 million of borrowings under the new term credit facility described in Item 2.03 of this report.

     There was no material relationship between Lindsay and the selling shareholders prior to the completion of the transaction.

     A copy of the Share Purchase Agreement by and among Mr. Franz M. Muller, Ms. Milla Muller, Ms. Giuseppina Pavesi Muller and Ms. Doretta Brugnera and Lindsay Italia S.R.L. is attached hereto as Exhibit 10.1 and the foregoing description of the terms of the transaction is qualified in its entirety by reference thereto.

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

     To finance the acquisition described above in Item 2.01, Lindsay Italia S.R.L. entered into an unsecured $13.2 million Term Note and Credit Agreement, each effective as of December 27, 2006, with Wells Fargo Bank, N.A. (collectively, the “Credit Agreement”). Borrowings under the Credit Agreement are guaranteed by Lindsay and bear interest at a rate equal to LIBOR plus 50 basis points. However, this variable interest rate has been converted to a fixed rate of 4.7% through an interest rate swap transaction with Wells Fargo Bank, N.A. Additionally, Lindsay Italia S.R.L. entered into a cross-currency swap transaction effectively fixing the currency exchange rate (Euros to U.S. Dollars) at 1.3195 for the term of the Credit Agreement. Principal is repaid quarterly in equal payments of $471,250 over a seven year period commencing March 27, 2007.

     The Credit Agreement contains certain covenants, including covenants relating to Lindsay’s financial condition. Upon the occurrence of any event of default specified in the

Credit Agreement, including a change in control of Lindsay (as defined in the Credit Agreement), all amounts due thereunder may be declared to be immediately due and payable.

     Copies of the Term Note and Credit Agreement are filed as Exhibits 10.2 and 10.3 hereto, respectively, and are incorporated herein by reference and the foregoing description of the terms of these documents is qualified in its entirety by reference thereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Share Purchase Agreement, dated December 22, 2006, by and among Mr. Franz M. Muller, Ms. Milla Muller, Ms. Giuseppina Pavesi Muller and Ms. Doretta Brugnera and Lindsay Italia S.R.L.
10.2	Term Note, dated December 27, 2006, by and between the Lindsay Italia S.R.L. and Wells Fargo Bank, N.A.
10.3	Credit Agreement, dated December 27, 2006, by and between the Lindsay Italia S.R.L. and Wells Fargo Bank, N.A.
10.4	First Bank Guarantee, dated December 27, 2006, by and between the Company and Wells Fargo Bank, N.A.
99.1	Press Release, dated December 28, 2006, issued by the Company.

SIGNATURE

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

Dated: December 29, 2006	LINDSAY MANUFACTURING CO.
	By:	/s/ David Downing
		David Downing, Senior Vice President and
		Chief Financial Officer

EX-10.1

Exhibit 10.1

SHARE PURCHASE AGREEMENT
DATED 22 DECEMBER 2006

Mr Franz M. Müller, Ms Milla Müller, Ms Giuseppina Pavesi Müller and Ms Doretta Brugnera

and

Lindsay Italia S.r.l.

Relating to the sale and purchase of
the entire issued share capital
of Flagship Holdings Limited and of no. 43 shares representing 0.597% of the issued share
capital of Snoline S.p.A.

CONTENTS

Clause	Page
1. INTERPRETATION		2
2. SALE AND PURCHASE OF THE SHARES		2
3. CONDITIONS PRECEDENT		3
4. COMPLETION		4
5. WITHDRAWAL AND TERMINATION		5
6. PURCHASE PRICE		5
7. FIRST DEMAND BANK GUARANTEE		6
8. GUARANTEES		6
9. WARRANTIES		6
10. INDEMNITY		8
11. SPECIFIC INDEMNITY		9
12. REPRESENTATIONS AND WARRANTIES BY THE PURCHASER		9
13. DIRECTORSHIP AGREEMENT		9
14. PROTECTIVE COVENANTS		9
15. ANNOUNCEMENTS AND CONFIDENTIALITY		11
16. LANGUAGE AND NOTICES		12
17. FURTHER ASSURANCES		13
18. ASSIGNMENT		13
19. PAYMENTS		13
20. GENERAL		15
21. WHOLE AGREEMENT		16
22. GOVERNING LAW AND JURISDICTION		16
Schedule
The Sellers		17
Flagship		18
Snoline		19
Properties		20
Owned Properties		20
Leased Properties		20
Warranties		21
Limits on Liability – Procedure of Indemnification		34
Directorship Agreement		37
Pre-Completion		47
Completion		49
Sellers’ Obligations		49
Purchaser’s Obligations		51
Completion Balance Sheet		52
Preparation of the Completion Balance Sheet		52
Interpretation		53
Transfer deed		57
Pro-forma financial statements		69
List 1		71
List 2		73
Abstract from the cadastral register		76
Signatories		94

Clause	Page
Annexes
1.8 – Disclosure on litigation		77
2.3 – Disclosure on position since account date		79
2.4 – Disclosure on government grants		80
2.5 – Disclosure on bank accounts		81
2.6 — Disclosure on financing agreements		82
3.1 – Material Contracts		85
3.5 – Disclosure on powers of attorney		86
5 – Disclosure on properties		87
6 – Disclosure on employees		88

Agreed Forms of:

(1)	Directorship Agreement,
(2)	First Demand Bank Guarantee
(3)	Joint Instructions

THIS AGREEMENT is made on 22 December 2006

BETWEEN:

(1)

THE PERSONS whose names and addresses are set out in column (A) of the schedule headed “The Sellers” (each a Seller and together the Sellers); and

(2)

Lindsay Italia S.r.l., a company incorporated under the laws of Italy, whose registered office is at Via Manzoni 41, 20121 Milan, Italy, with an issued and paid-up capital of Euro 10,000, registered with the Companies’ Register of Milan under number/Vat Code 0502489063, duly represented by Richard William Parod, acting as chairman of the board of directors, duly authorised under a resolution of the board of directors of 15 December 2006, attached as Appendix 2 (the Purchaser).

BACKGROUND:

(A)	The Sellers collectively own all the issued share capital of Flagship Holdings Ltd, a company incorporated under the laws of England and Wales with company No. 05150712 and whose registered office is at 4A Albert Street, Windsor, Berkshire, SL4 5BU (Flagship).
(B)	Flagship, in its turn, owns No. 7,157 shares of Snoline S.p.A. a company incorporated under the laws of Italy whose registered office is at Trezzo sull’Adda (MI), Via Francesco Baracca 19, with an issued and paid-up capital of Euro 309,600.00, registered with the Companies’ Register of Milan, VAT and Registration No. 00751770157 (Snoline), whereas the remaining No. 43 shares of Snoline are owned by Mr Franz M. Müller.
(C)	Snoline is active in the production of road marking and safety products, street furniture, passive safety devices for reducing the consequence of vehicles’ impacts and building materials.
(D)	The Sellers wish to sell and the Purchaser wishes to purchase all the issued share capital of Snoline through the sale and purchase (a) from the Sellers of the entire capital of Flagship and (b) from Mr. Müller of his shareholding in Snoline on the terms and subject to the conditions set out in this agreement.

IT IS AGREED as follows:

1.	INTERPRETATION
1.1	In addition to terms defined elsewhere in this agreement, the definitions and other provisions in the schedule headed “Interpretation” apply throughout this agreement, unless the contrary intention appears.
1.2	In this agreement, unless the contrary intention appears, a reference to a clause, subclause or schedule is a reference to a clause, subclause or schedule to this agreement. The schedules form part of this agreement.
1.3	The headings in this agreement are for convenience only and do not affect its interpretation.

2.	SALE AND PURCHASE OF THE SHARES
2.1	Subject to the Conditions Precedent being satisfied or, where permitted, waived, (i) each of the Sellers shall sell and the Purchaser shall purchase the Flagship Shares and (ii) Mr. Müller shall sell and the Purchaser shall purchase the Snoline Shareholding as a means to acquire control over the entire issued capital of Flagship and Snoline, as well as over the businesses operated and assets owned by Snoline. The transfer of the shares under the present subclause 2.1 will be effective starting from 00:01 a.m. of 28 December 2006.
2.2	The Flagship Shares and the Snoline Shareholding shall be sold free from all Encumbrances and together with all rights attaching to them, including the right to the full amount of all dividends which may be allocated to the Shares for the current year which started on 1 January 2006.
2.3	The ownership of the Flagship Shares and the Snoline Shareholdings shall be transferred to the Purchaser at Completion against payment of the Purchase Price in accordance with clause 6.
2.4	The Sellers acknowledge that the Purchaser enters into this agreement in reliance on the representations, warranties and undertakings on the part of the Sellers set out in this agreement.
2.5	Each Seller irrevocably waives all rights of pre-emption or the benefit of any standstill or transfer restrictions which he/she may have (whether under the Flagship and/or Snoline constitutional documents or otherwise) in respect of the transfer to the Purchaser of the Flagship Shares and of the Snoline Shareholding or any of them.
3.	CONDITIONS PRECEDENT
3.1	Conditions precedent to all parties’ obligations
	The sale and purchase of the Flagship Shares and of the Snoline Shareholding under clause 2 is conditional on:

(a) there being no pending or threatened actions or proceedings by or before any court or other governmental body or agency which shall seek to restrain, prohibit or invalidate the transactions contemplated by this agreement.

3.2	Conditions precedent to the Purchaser’s obligations
	The Purchaser’s obligations to purchase the Flagship Shares and of the Snoline Shareholding and pay the purchase price as set out under clause 2 are further conditional on:

(a) none of the following events taking place on or before Completion:

(i)	any breach of the Warranties coming to the Purchaser’s attention whether as a result of a Seller notifying such breach to the Purchaser or the Purchaser becoming aware of the breach; and
(ii)	a Seller being in breach of any obligation on its part under this agreement which, if that breach is capable of remedy, is not adequately remedied 30 Business Days of the Purchaser notifying that Seller that the breach must be remedied;

(iii) anything else occurring (except something arising from an act or omission of the Purchaser);

	which, only in the case of subclause 3.2 (a) (iii) above has, or would be likely to have a Material Adverse Effect;
(b)	Snoline: (i) has obtained irrevocable waivers from the Banks in connection with the Loan Agreements, providing for the banks’ consent to the Companies’ change of shareholding and for the execution of the transaction contemplated in this agreement or, alternatively (ii) Snoline has obtained written evidence that the relevant requests for the above waivers have been duly filed with the Banks it being understood that in this latter case clause 11 shall apply.
(c)	The repayment in full of the Shareholders’ Loan by Snoline so that Snoline has been released from any liability thereunder.

3.3	The Purchaser may waive all or any of Conditions Precedent, except for Conditions Precedent under subclause 3.1 above (either in whole or in part) at any time by notice to the Sellers.
3.4	Each of the parties shall act in good faith to procure (so far as it is so able to procure) that the Conditions Precedent are satisfied on or before Completion.
3.5	The party responsible for the satisfaction of any of the Conditions Precedent shall promptly notify the other parties of (i) the satisfaction of the relevant Condition Precedent or (ii) the occurrence of any action, fact or event that makes, or can be reasonable expected to make, the satisfaction of any of the Conditions Precedent impossible or unlikely. This notice must be given on or before the [third] day after the party becomes aware of the same.
3.6	If all the Conditions Precedent are not fulfilled or, where possible, waived by the Purchaser on or before 29 December, 2006:

(a)	except for this subclause and the clauses 15, 16, 20.5, 20.7 and 22 and schedule headed “Interpretation”, all the other clauses of this agreement shall lapse and cease to have effect; but
(b)	the lapsing of those provisions shall not affect any accrued rights or liabilities of any party.

4.	COMPLETION
4.1	Subject to subclause 3.6, Completion shall take place at the offices of Unicredit at 9 a.m. on the 27 December 2006 provided that advanced notice has been given in accordance with subclause 3.5 that all the Conditions Precedent are satisfied or, where permitted, waived by the Purchaser or at such other time and on such other date as the Sellers and the Purchaser may agree. Unicredit will act as escrow agent for the Purcahser and the Sellers in accordance with the joit instructions in the Agreed Form.
4.2	Pending Completion (and whether or not the Conditions Precedent are satisfied or, where permitted, waived) the provisions of the schedule headed “Pre-Completion” shall apply.

4.3 At Completion:

(a)	the Sellers shall do or procure to be done those things set out in Part 1 of the schedule headed “Completion”; and
(b)	the Purchaser shall do or procure to be done those things set out in Part 2 of that schedule.

4.4	The actions described in the schedule headed “Completion” shall occur at Completion and shall be deemed simultaneous and constituting a single transaction, so that no action or transaction may be considered complete until all the other actions or transactions relating to the Completion have been completed pursuant to this agreement.
5.	WITHDRAWAL AND TERMINATION
5.1	If for any reason the Sellers do not do or procure to be done all those things set out in Part 1 of the schedule headed “Completion”, the Purchaser may elect (in addition and without prejudice to all other rights or remedies available to it) to withdraw from (recedere) this agreement or to fix a new date for Completion.
5.2	If the Purchaser elects not to complete the purchase of the Flagship Shares and of the Snoline Shareholding in any of the circumstances mentioned sub clause 5.1, or if the Purchaser terminates or otherwise withdraws from this agreement due to any of the Sellers’ default in connection with their obligations under this agreement, then (but without prejudice to any other rights or remedies available to the Purchaser) the Sellers shall indemnify the Purchaser against all costs, charges and expenses incurred by it in connection with the negotiation, preparation, termination or withdrawal of this agreement.
6.	PURCHASE PRICE
6.1	The Purchaser shall pay to the Sellers the Initial Purchase Price in cash by wire transfer of immediately available funds to the Sellers’ designated accounts according to clause 19, as follows:

Euro 12,500,000 in cash by wire transfer of immediately available funds to the Sellers’ designated accounts.

6.2	The Initial Purchase Price is based on Snoline’s Pro-Forma Financial Statements which show a total Shareholders Equity amounting to Euro 2,900,000 and on Flagship’s unaudited accounts as of 31 December 2005 which show a Shareholders Equity amounting to Pound Sterling 98,890.
6.3	The Initial Purchase Price shall be adjusted following Completion as follows:

(a)	If Snoline’s Shareholder’s Equity is less than Euro 2,900,000, by deducting, Euro per Euro, the amount by which Shareholder’s Equity is less than 2,900,000; and
(b)	If Flagship’s Shareholder’s Equity is less than Pound Sterling 98,890, by deducting, Pound for Pound, the amount by which Shareholder’s Equity is less than Pound Sterling 98,890.

6.4 If as a result of such adjustment:

(a)	the amount of the Initial Purchase Price is reduced, the Sellers shall pay to the Purchaser in cash a sum equal to that reduction; and
(b)	the Initial Purchase Price adjusted according to this provision shall be the Purchase Price for the Shares.

6.5	Such payment shall be made according to clause 19 within 60 Business Days following the day on which Snoline’s and Flagship’s Shareholder’s Equity are determined in accordance with the schedule headed “Completion Balance Sheet”. Any payment made pursuant to this subclause 6.4 will decrease the First Demand Bank Guarantee accordingly.
7.	FIRST DEMAND BANK GUARANTEE
7.1	At Completion the Sellers shall provide the Purchaser with the duly executed First Demand Bank Guarantee in the Agreed Form. The First Demand Bank Guarantee shall be effective for a two-year period starting from Completion (the Final Date).
7.2	Any amount due to the Purchaser in respect of a Claim or otherwise under this agreement shall, on becoming due, be paid to the Purchaser out of the First Demand Bank Guarantee to the extent of the sum provided therein.
7.3	If a Claim is outstanding at the Final Date (ie it has not been settled in accordance with subclause 7.4), the Sellers shall provide the Purchaser with a new first demand bank guarantee having the same form of the First Demand Bank Guarantee but with an amount equal to the relevant outstanding Claim’s amount increased by 10% but not exceeding the amount of the First Demand Bank Guarantee in place at the Final Date (the New First Demand Guarantee). The New First Demand Bank Guarantee shall be effective upon occurrence of the earlier of (a) the expiration of a two years term or (b) the date of final settlement of the relevant Claim.
7.4	For the purpose of this clause and of the First Demand Bank Guarantee, a Claim shall be regarded as settled if:

(a)	The Claim is withdrawn; or
(b)	The Sellers and the Purchaser so agree in writing; or
(c)	a competent court or an arbitrator panel, as applicable, has awarded judgment in respect of the Claim and, where relevant, the period for lodging an appeal has expired without the appeal having been lodged.

7.5 Nothing in this clause limits any rights or remedies available to the Purchaser to recover any amount due to it in respect of a Claim or otherwise under this agreement. To the extent that the First Demand Guarantee is insufficient to satisfy in full any amount so due to the Purchaser, the excess shall be paid to the Purchaser by the Sellers.

8.	GUARANTEES
8.1	The Purchaser shall procure that within 30 Business Days from Completion each Seller is released from all guarantees and indemnities given by them in respect of obligations of any of the Companies and pending their release, the Purchaser shall indemnify them against all liabilities under those guarantees and indemnities.
8.2	The Purchaser’s obligation to procure the release of any such guarantee or indemnity shall be fully satisfied and discharged (and the Sellers will have no action to claim any damage) by its agreeing to assume the liability of the relevant Seller under or in respect of the guarantee or indemnity, without providing any security or depositing any cash or other asset.
9.	WARRANTIES
9.1	The Sellers represent and warrant to the Purchaser that:

(a)	except as specifically disclosed to the Purchaser in the Annexes, each of the statements set out in the schedule headed “Warranties” is and will at Completion be true and accurate;
(b)	all information relating to the Companies or their respective assets or affairs which would be material to a purchaser for value of the Shares, undertakings or assets of the Companies is contained in this agreement and the Annexes; and
(c)	all information contained or referred to in the Annexes is true and accurate and fairly presented and that nothing has been omitted from the Annexes which renders any of that information incomplete or misleading.

9.2 Each of the Warranties set out in the several paragraphs of the schedule headed “Warranties” is separate and independent and, except as expressly provided to the contrary in this agreement, is not limited:

(a)	by reference to any other warranty; or
(b)	by any other term in this agreement; or
(c)	by anything in the Annexes which is not expressly referenced to the Warranty concerned.

9.3	Each Seller acknowledges that the Warranties are material and the accuracy and completeness of the Warranties is essential to the Purchaser’s decision to enter into this agreement and pay the Purchase Price.
9.4	Any due diligence review, audit or other investigation or inquiry undertaken or performed by or on behalf of the Purchaser will not limit, qualify or amend the Warranties, irrespective of the knowledge received (or which should have been received) by the Purchaser. The Sellers’ Warranties shall therefore only be limited, qualified or amended by the matters specifically disclosed in the Annexes.
9.5	The Sellers shall notify the Purchaser, by way of a supplement to the Annexes, of any matter arising after the date of this agreement and before Completion which constitutes (or would

      constitute) a breach of any of the Warranties when repeated at Completion. However, any such supplement:

(a)	may only relate to events occurring after the date of this agreement and before Completion;
(b)	will be for information purposes only; and
(c)	will not change the liabilities or obligations of the Sellers unless specifically agreed in writing by the Purchaser.

Any such supplement will be disregarded for the purposes of the fulfilment of the Conditions Precedent and the Purchaser may elect not to complete the purchase of the Shares by giving notice to the Sellers. If the Purchaser so elects:

(i)	except for this subclause, the clauses 15, 16, 20.5, 20.7 and 22 and schedule headed “Interpretation”, all the other clauses of this agreement shall lapse and cease to have effect;
(ii)	the lapsing of those provisions shall not affect any accrued rights or liabilities of either party; and
(iii)	the Sellers shall indemnify the Purchaser against all costs, charges and expenses incurred by it in connection with the negotiation and preparation of this agreement and in discharging its obligations under it only in case that the Purchaser’s decision not to complete the transaction is attributable to any of the Sellers’ breach of their obligations under this agreement.

	Furthermore, even if the Purchaser agrees to close, any supplemental disclosure will not cure any default or breach under this agreement or operate as a disclosure which would refrain the Purchaser from claiming (i) any indemnification for breach of Warranty or (ii) any other indemnity provided under this agreement.
10.	INDEMNITY
10.1	Without prejudice to any other remedy available to the Purchaser or its ability to claim damages on any basis which is available to it by reason of any of the Warranties being untrue, misleading, incomplete or breached each Seller shall, at the direction of the Purchaser, indemnify the Purchaser, Flagship and/or Snoline or (in the case of liability to another person which has not been discharged) the person to whom the liability has been incurred, including officers, employees and agents (each, a Beneficiary), against:

(a) any deficiency or liability of the Beneficiary, including liabilities of any nature, payments, losses (including minusvalenze), damages, obligations, claims, expenses and any other costs (including labour, social security, environmental, tax, product or third party liability), whether accrued, contingent or otherwise, which arises from any of the Warranties being untrue, misleading, incomplete or breached and which would not have existed or arisen if the Warranty in question had not been untrue, misleading, incomplete or breached;

(b)	any default by the Sellers under any obligation under this agreement;
(c)	any overstatement of an asset (insussistenze o minusvalenze di poste attive) or understatement of a liability (passività attuali o potenziali), whether accrued, contingent or otherwise, which should have been recorded in Flagship’s and/or Snoline’s Accounts and have not been so recorded; and
(d)	any costs and damages, including a loss in value of the Shares suffered as a result of the above.

10.2	The liability of the Sellers under this clause shall be subject to the limitations contained in, and to the other provisions of, the schedule headed “Limits on Liability” and any Claim shall be subject to the provisions of that schedule.
10.3	Any payment made by the Sellers under this clause shall, to the extent possible, be deemed to be a reduction in the Purchase Price for the sale of the Flagship Shares.
10.4	Without prejudice to any other rights or remedies available to it, the Purchaser, after full enforcement of the First Demand Bank Guarantee, may deduct from any amount payable by it under this agreement (if any) or under any other agreement executed pursuant to this agreement any sum due to it under this agreement (including in respect of any breach of the obligations, Warranties and undertakings on the part of the Sellers).
11.	SPECIFIC INDEMNITY
11.1	The indemnification obligations set forth by this clause 11 shall not be subject to clause 10 nor to any of the exclusions and limitations set forth by this agreement.
11.2	In case of non occurrence of the event mentioned under subclause 3.2 b (i), the Sellers undertake to indemnify the Purchaser and the Company from any liability, payments, losses, damages, obligations, claims, expenses and any other costs whether accrued, contingent or otherwise, relating to any pre-payment premium as provided under the relevant Loan Agreement which the Company will be required to make in case any of the Banks elect to accelerate the relevant Loan Agreement.
12.	REPRESENTATIONS AND WARRANTIES BY THE PURCHASER
12.1	The Purchaser represents and warrants to the Sellers as follows:

(a)	the Purchaser has all requisite power and authority to execute and perform this agreement and carry out the transactions contemplated thereby;
(b)	this agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms;
(c)	The Purchaser will be exclusively liable for any finder’s fee or any type of brokerage commission in relation to or in connection with the transactions contemplated by this agreement as a result of any agreement or understanding with the Purchaser;

(d) compliance with the terms of this agreement and the agreements referred to in this agreement which are to be entered into by the Purchaser or one or more members of the Purchaser’s Group will not constitute a default or a breach under any provision of:

(i)	the Purchaser’s memorandum or articles of association or other constitutional documents; or
(ii)	any order, judgment, decree or regulation or any other restriction of any kind by which the Purchaser or the respective member is bound; or
(iii)	any agreement or contract to which the Purchaser or the respective member is a party or by which it is bound;

13.	DIRECTORSHIP AGREEMENT
13.1	On Completion, the Sellers shall procure that Mr Franz Müller enters into the directorship agreement with the Purchaser in the Agreed Form.
14.	PROTECTIVE COVENANTS
14.1	Subject to the Directorship Agreement, each Seller covenants with the Purchaser and each Company, as applicable, that he/she shall not:

(a)	for a period of three years from Completion be directly or indirectly concerned in any Business which is competitive or likely to be competitive with Snoline; or
(b)	for a period of three years from Completion and except on behalf of Snoline, canvass or solicit orders for goods of similar type to those being manufactured or dealt in or for services similar to those being provided by Snoline at Completion from any person who is at Completion or has been at any time within the year prior to Completion a customer of Snoline; or
(c)	for a period of three years from Completion induce or attempt to induce (within the meaning set forth by Italian regulation and case law on unfair competition) any supplier of Snoline to cease to supply, or to restrict or vary the terms of supply, to Snoline; or
(d)	for a period of five years from Completion induce or attempt to induce (within the meaning set forth by Italian regulation and case law on unfair competition) any director (amministratore), manager or senior/key employee (dirigenti e quadri) of Snoline to leave the employment of Snoline; or
(e)	for a period of two years, make use of or (except as required by law or any competent regulatory body) disclose or divulge to any third party any information of a secret or confidential nature relating to the business or affairs of Snoline or its customers or suppliers; or
(f)	use or (insofar as he/she can reasonably do so) allow to be used (except by the Companies) any trade name used by Flagship and/or Snoline at Completion or any other name intended or likely to be confused with such a trade name.

	Each of the Sellers acknowledge and agree that full consideration has been given to the covenants under subclause 14.1 in the determination of the Purchase Price.
14.2	For the purposes of this clause:

(a) a Seller is concerned in the Business if he/she carries it on as principal or agent or if:

(i)	he/she is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the Business; or
(ii)	he/she has any direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the Business; or
(iii)	he/she is a partner, director, employee, secondee, consultant or agent in, of or to any person who has a direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the Business,

disregarding any financial interest of a person in securities which are held for investment purposes only if that person, the Sellers and any person connected with him or them (the Investors) are together interested in securities which amount to less than five per cent. of the issued securities of that class, and which, in all circumstances, carry less than five per cent. of the voting rights (if any) attaching to the issued securities of that class, and provided that none of the Investors is involved in the management of the business of the issuer of the securities or of any person connected with it other than by the exercise of voting rights attaching to the securities; and

(b)

references to Flagship and/or Snoline include their respective successors in business.

14.3	Each of the restrictions in each paragraph or subclause above shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.
14.4	The covenants in this clause may be enforced against the Sellers only by (i) the Purchaser and/or (ii) Flagship and/or Snoline as a third party beneficiary under article 1411 of the Civil Code. The provisions of this clause may be varied or terminated by agreement between the Sellers and the Purchaser (which may also release or compromise any liability in whole or in part) without the consent of any of the Companies.
14.5	The Purchaser acknowledges that Mr Franz Müller’s performance of the Directorship Agreement shall not be considered as in breach of the covenants in this clause.
15.	ANNOUNCEMENTS AND CONFIDENTIALITY
15.1	For a period of two years following Completion, neither the Sellers nor the Purchaser shall make (or permit any other member of the Seller’s Group or the Purchaser’s Group to make) any announcement concerning this sale and purchase or any ancillary matter before, on or after Completion.
15.2	Each Seller shall for a period of three years following Completion,

(a)	keep confidential all information provided to it by or on behalf of the Purchaser or otherwise obtained by or in connection with this agreement which relates to any member of the Purchaser’s Group; and
(b)	if after Completion a Seller holds confidential information relating to Flagship and/or Snoline, it shall keep that information confidential and, to the extent reasonably practicable, shall return that information to the Purchaser or destroy it, in each case without retaining copies.

15.3	The Purchaser shall and shall procure that, for a period of three years following Completion the Purchaser’s Group shall keep confidential all information provided to it by or on behalf of the Sellers or otherwise obtained by or in connection with this agreement which relates to any of the Sellers.
15.4	Nothing in this clause prevents any announcement being made or any confidential information being disclosed:

(a)

with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or

(b)

to the extent required by law or any competent regulatory body, but a party required to disclose any confidential information shall promptly notify the other parties, where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or any action which the other parties may reasonably elect to take to challenge the validity of such requirement; the Sellers hereby acknowledge and agree that Lindsay Manufacturing Co., the ultimate shareholder of the Purchaser, is a listed company and it shall, and will, disclose this agreement and the transactions contemplated herewith to the relevant competent authorities.

15.5 Nothing in this clause prevents disclosure of confidential information by any party:

(a)	to the extent that the information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by any person; or
(b)	to that party’s professional advisors, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its best endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause.

16.	LANGUAGE AND NOTICES
16.1	The language of this agreement is and the transactions envisaged by it are English and all notices, demands, requests, statements, certificates or other documents or communications shall be in English unless otherwise agreed. The parties acknowledge that they fully understand and agree to all the provisions of this agreement.

16.2 Any notice or other formal communication given under this agreement must be in writing and may be delivered or sent by post or fax to the party to be served at his address appearing in this agreement]as follows:

(a)	to the Sellers at:
	Mr Franz M. Müller
	Via Scheiwiller 1, Milan, Italy
	Fax no.: +39 0254020454 (c/o Avv. Mauro Barbieri)
	With copy to:
	Avv. Mauro Barberi
	Piazzetta Guastalla 10
	20122 Milan, Italy
	fax no.: +390254020454
(b)	to the Purchaser at:
	Lindsay Italia S.r.l.
	c/o Lindsay Manufacturing Co.
	2707 N. 108th Street, Suite 102
	Omaha, NE 68164- USA
	Fax no.: +1 4028296836
	marked for the attention of the President and CEO,
	With copy to:
	Avv. Giovanni Gazzaniga
	Allen & Overy
	Via Manzoni 41
	20121 Milan, Italy
	fax no.: +39 0229049333

or at such other address or fax number as he may have notified to the other parties in accordance with this clause. Any notice or other document sent by post shall be sent by registered mail return receipt requested.

16.3 Any notice or other formal communication shall be deemed to have been given:

(a)	if delivered, at the time of delivery; or
(b)	if posted, on the day of receipt, provided it is sent by registered mail requesting a return receipt; or
(c)	if sent by fax, on the date of transmission as shown on the return receipt, if transmitted before 5.00 p.m. (addressee’s time) on any Business Day, and in any other case on the Business Day following the date of transmission.

17. FURTHER ASSURANCES

17.1 On or after Completion each Seller and Mr Franz Müller, as applicable, shall execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Purchaser may from time to time require in order to vest any of the Flagship Shares and the Snoline Shareholding in the Purchaser or its assignee or as otherwise may be necessary to give full effect to this agreement.

17.2 In relation to Flagship, the Sellers shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary under the laws of England and Wales, its articles of association or any agreement or obligation affecting it to give effect to this agreement.

18. ASSIGNMENT

No party may assign any of its rights or transfer any of the obligations under this agreement without the prior written consent of the other parties save that the Purchaser’s indemnity rights under clauses 10 and 11 of this agreement may be assigned by the Purchaser to (i) any other member of the Purchaser’s Group and by such member to any other member of the Purchaser’s Group and/or (ii) financial entities. The Seller’s consent is hereby deemed granted and Purchaser agrees to notify the Sellers as soon as reasonably practicable after any such assignment in accordance with Article 1407 of the Civil Code.

19.	PAYMENTS
19.1	Unless otherwise expressly stated, all payments to be made under this agreement shall be made in Euro to the party to be paid as follows:

(a)	to the Sellers in immediately available funds (valuta fissa a favore del beneficiario) to the account of the Sellers at:
(b)	to the Purchaser or in immediately available funds (valuta fissa a favore del beneficiario) to the account of the Purchaser as communicated in writing to the Sellers 3 Business Day before the due date of the relevant payment.

19.2 If a party defaults in the payment when due of any sum payable under this agreement, it shall pay interest on that sum from the date on which payment is due until the date of actual payment (after as well as before judgment) at the EURIBOR above three months.

19.3 If any Seller is required by law to make a deduction or withholding in respect of any sum payable under this agreement and the Purchaser shall not be capable to obtain at the same time benefit of the above deductions or withholding, he shall, at the same time as the sum which is the subject of the deduction or withholding is payable, pay to the Purchaser such additional amount as shall be required to ensure that the net amount received by the Purchaser will equal the full amount which would have been received by it had no such deduction or withholding been required to be made.

20. GENERAL

20.1 The receipt of the Sellers for any sum or document to be paid or delivered to a Seller will discharge the Purchaser’s obligation to pay or deliver it to that Seller.

20.2 The invalidity or ineffectiveness of any clause of this agreement shall not affect the validity of the remainder of this agreement but, in the event of invalidity of a clause, parties agree to negotiate in good faith to replace such clause, or portions, with other valid and effective clauses having substantially the same effect, reflecting the subject matter and purpose of this agreement.

20.3 The transfer of the Flagship Shares and of the Snoline Shareholding are and shall only be governed by the provisions of this agreement. This agreement shall not be varied (novato) by reason of, or as a consequence of, the above transfers. The contractual terms and warranties relating to the transfer of the Flagship Shares and of the Snoline Shareholding are and shall be governed by the provisions of this agreement, which shall remain in full force and effect after the transfer of the Flagship Shares.

20.4 Each of the obligations, Warranties and undertakings set out in this agreement (excluding any obligation which is fully performed at Completion) shall continue in force after Completion and will not be affected by the waiver of any Condition Precedent or any notice given by the Purchaser in respect of any Condition Precedent.

20.5 Where any obligation, representation, warranty or undertaking in this agreement is expressed to be made, undertaken or given by two or more of the Sellers, they shall be jointly and severally responsible (solidalmente responsabile) in respect of it. The Sellers shall be entitled to the Purchase Price in the proportions shown in the schedule headed “The Sellers”.

20.6 The Purchaser may release or compromise in whole or in part the liability of any Seller under this agreement or grant any time or other indulgence without affecting the liability of any other Seller.

20.7 The Sellers hereby irrevocably appoint Mr. Franz Müller as their attorney-in-fact and representative (procuratore). The representative is authorised to (a) send and receive all communications required or permitted under this agreement, (b) give all consents, (c) settle any disputes, (d) sign all written waivers and modifications, and (e) exercise the rights and fulfil all obligations of the Sellers in connection with this agreement, in each case on behalf of and in the name of the Sellers. The Sellers shall notify the Purchaser in writing of any changes in the identity of their representative, provided, however, that the Sellers may replace the representative only with the Purchaser’s consent (not to be unreasonable withheld) and grant to the new representative all of the above-mentioned powers

20.8 Each party shall pay the costs and expenses incurred by it in connection with the entering into and completion of this agreement, including without limitation in respect of their obligations in

	satisfying the Conditions Precedent and the other requirements for transferring the Flagship Shares.
20.9	The rights of each party under this agreement:

(a)	may be exercised as often as necessary;
(b)	unless otherwise expressly provided in this agreement, are cumulative and not exclusive of rights and remedies provided by law; and
(c)	may be waived only in writing and specifically.

	Delay in the exercise or non-exercise of any such right is not a waiver of that right.
21.	WHOLE AGREEMENT

21.1 This agreement and the documents referred to in it and any agreements executed by the parties on the date of this agreement contain the whole agreement between the parties relating to the transactions contemplated by this agreement and supersede all previous agreements between the parties relating to these transactions.

21.2 Nothing in this agreement limits or excludes any liability for fraud (dolo) or wilful misconduct (colpa grave).

22. GOVERNING LAW AND JURISDICTION

22.1 This agreement is governed by the laws of the Republic of Italy.

22.2 Save as otherwise set out in this agreement, any dispute arising out of or in connection with this agreement shall be finally settled by arbitration in English, by a panel composed of three arbitrators appointed in accordance with the Rules for International Arbitration of the Milan Chamber for National and International Arbitrations (the Rules). The place of arbitration shall be Milan.

22.3 The arbitration panel shall act on the following basis:

(a)	the panel shall render its decision within 120 days from the date it accepts office;
(b)	the panel shall decide, pursuant to the Rules, in accordance with the rules of law (secondo diritto);
(c)	the final award shall also fix the costs of the arbitration and decide which of the parties or in what proportion the parties shall bear them; and
(d)	the award of the arbitrators shall be final and binding and shall not be subject to appeal.

THIS AGREEMENT is signed in two originals, one for the Purchaser and the other one for the Sellers, and each party acknowledges receipt of their original.

PART 1

WARRANTIES

1.	General
2.	Accounts and Financial
3.	Commercial
4.	Tax and Social Security
5.	Properties
6.	Employees

1.	GENERAL
1.1	Accuracy of recitals and schedules
	The particulars relating to Flagship and Snoline and the Properties set out in the recitals and the Schedules to this Agreement are true and accurate.

1.2 Incorporation, good standing, articles of association, statutory books and returns

(a)	Snoline is società per azioni (joint stock company) duly organised, validly existing and in good standing under the laws of Italy and has all requisite power and authority to carry-on its business as currently conducted.
(b)	Flagship is a limited liability company duly organised, validly existing and in good standing under the laws of England and Wales and has all requisite power and authority to carry on its business as currently conducted.
(c)	The copy of the memorandum and articles of association (or the equivalent constitutional documents) of Flagship is accurate and complete and has annexed or incorporated copies of all resolutions or agreements required by the Companies Acts or other applicable laws to be so annexed or incorporated.
(d)	The register of members and other statutory books and registers of the Companies are and have been properly kept, are fully updated and no notice or allegation that any of them is incorrect or should be rectified has been received and the Sellers are not aware of any allegation having been made that any of them is incorrect or should be rectified.
(e)	All returns and particulars, resolutions and other documents which the Companies are required by law to file with or deliver to the registrar of companies or his equivalent have been correctly made up and duly filed or delivered.

1.3 Corporate Capital and Shares

(a) The Flagship Shares, details of which are set out opposite “issued capital” in schedule 2, constitute the whole of the issued and allotted share capital of Flagship.

	The Snoline Shares, details of which are set out opposite “issued capital” in schedule 3, constitute the whole of the issued and allotted share capital of Snoline. .
(b)	The Shares are duly issued, validly subscribed and fully paid. There are no Encumbrances with regard to the Shares. There are no authorised or outstanding option, right of pre-emption, right to acquire the Shares nor is there any commitment to give or create any of the foregoing.
(c)	The Sellers have all requisite power and authority to dispose of the Flagship’s Shares and the Snoline Shareholding, as applicable, in accordance with the terms and conditions set out in the Agreement and to perform their respective obligations hereunder, and there are no persons whose consent is required to perform the transactions contemplated in this agreement.

1.4 Assets

(a)	With the exception of the assets which are the subject matters of the lease agreements (Contratti di leasing) referred to in Annex 2.6, the Companies have full title to or have the right to use, as reflected in the respective accounts and/or in the Accounts, and have exclusive possession of, all tangible and intangible assets that they currently use, free of any Encumbrances.
(b)	Neither Company has since the Accounts Date disposed of any assets included in the Accounts or any assets acquired or agreed to be acquired since the Accounts Date other than in the ordinary course of its business.
(c)	None of the tangible and intangible property and assets of either Company (other than the Properties) is subject to any Encumbrance.
(d)	The assets of each Company comprise all the assets necessary for the continuation of its business as carried on at the date of this Agreement.
(e)	All material tangible assets, including without limitation hardware and software, used by the Companies, are in good repair and conditions, subject to normal wear and tear deriving from their use, fit for the purpose for which they are used.
(f)	All the records, archives and systems (including without limitation computer systems) and all data and information of the Companies are recorded, stored, maintained or operated or otherwise held by the Companies or by service providers which are under the Companies’ exclusive control supervision. All such data and information are complete, fully accessible and properly secured.

1.5

Compliance with law

The Companies and all of its directors, officers, agents and employees (during the course of their duties) are and have been in compliance with all applicable laws and regulations relating to the operations and conduct of their respective businesses including without limitation any anti-money laundering laws and regulations, laws on the protection of personal data, laws on the protection of competition in the market, laws on health and safety in the work place and environmental laws.

To the best knowledge of the Sellers after careful enquiry, the Companies have not received any notice by the competent authorities of alleged violation of any such law or regulation, and there are no circumstances that may give rise to any such notice.

1.6

Licences and consents

The Companies have all the governmental or administrative authorisations, licenses, permits, certifications and registrations necessary for the carrying out of their activities as currently carried out, and for the regular use of their assets as currently used, any such governmental or administrative authorisations, licenses, permits, certifications and registrations are in full force and effect and, to the best knowledge of the Sellers, after careful enquiry, there are no circumstances that may cause the revocation, cancellation or suspension of any of them.

1.7	Insider contracts
	Except for the Directorship Agreement, neither Company is a party to any contract or arrangement in which any of the Sellers is interested, directly or indirectly.

1.8

Litigation

With the exception of the matters specifically disclosed in Annex 1.8, the Companies are not engaged in any pending arbitration, litigation, dispute resolution procedure, judicial or administrative proceedings, no such arbitration, litigation, dispute resolution procedure or proceedings are pending or threatened and, to the best knowledge of the Sellers, after careful enquiry, there are no circumstances which may cause any arbitration, litigation, dispute resolution procedure or proceedings.

1.9 Insolvency

(a)	The Companies are not insolvent and there are no circumstances which require or would enable any insolvency proceedings to be commenced in respect of any of the Companies.
(b)	The Companies are not in a situation as provided for in articles 2446 and 2447 of the Italian Civil Code (reduction of the capital for losses).
(c)	None of the Sellers is or has been bankrupt nor has a petition been presented to make any of them bankrupt.

1.10 Capacity and consequences of sale

(a)	The Sellers have the requisite power and authority to enter into and perform this agreement.
(b)	The agreement constitutes binding obligations on the Sellers in accordance with its terms.
(c)	The execution of and compliance by the Sellers with the terms of this agreement does not and will not:

a. conflict with or constitute a default under any provision of:

1)	any agreement or instrument to which any of the Companies or any of the Sellers is a party; or
2)	the articles of association (or equivalent documents) of any of the Companies; or
3)	any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which any Company or any of the Sellers is bound; or

b.	relieve any other party to a contract with any of the Companies of its obligations or enable that party to vary or terminate its rights or obligations under that contract; or
c.	result in the creation or imposition of any lien, charge or encumbrance of any nature on any of the property or assets of any of the Companies.

1.11	Consents
	The Sellers may enter into this agreement and consummate the transactions contemplated hereby without the necessity of obtaining the prior consent, authorisation, or approval from any third parties or public authorities.

2.	ACCOUNTS AND FINANCIAL
2.1	Accuracy of Accounts

(a) The Flagship Accounts:

(i)	have been prepared under the historical cost convention (as modified for the revaluation of land and buildings) and in accordance with GAAP, the Companies Acts and other applicable statutes and regulations;
(ii)	have been prepared in accordance with the special provisions of the Companies Acts relating to small companies and with the English law Financial Reporting Standard for Smaller Entities (effective January 2005);
(iii)	correctly state the assets of Flagship and give a true and fair view of the state of affairs of Flagship as at 31 December 2005 and of the profit or loss of Flagship for the period ended on the 31 December 2005;
(iv)	contain (as appropriate under GAAP) specific provisions, accruals or creditors adequate to cover, or full particulars in notes, of all Taxation (including deferred taxation) and other liabilities (whether quantified, contingent or otherwise) of Flagship as at 31 December 2005; and
(v)	are not affected by any unusual or non-recurring items.

(b) The Snoline Accounts:

(i)	give a true and fair view of Snoline and have been prepared in compliance with the Italian accounting principles (“principi contabili nazionali e relativi criteri adottati dall’Ordine dei Dottori e Ragionieri Commercialisti”) applied on basis consistent with the previous year, fully and fairly reflect the assets and liabilities and the operational results of Snoline and contain provisions adequate to cover, or full particulars in the notes of, all liabilities of Snoline. There were at the Accounts Date no liabilities, either actual or contingent, which are not fully provided for or disclosed in the Accounts and would have been required according to Italian accounting principles.
(ii)	The pro-forma financial statements as of 30 September 2006 give a true and fair view of Snoline and, subject to their interim status, have been prepared in compliance with the Italian accounting principles. As of 30 September 2006, there were no liabilities, either actual or contingent, which are not fully provided for or disclosed in the financial statements as of 30 September 2006.
(iii)	All account receivables (including all tax advances and credits) contained in the Snoline Accounts, as well as those that would have been shown were the Snoline Accounts to have been drawn up at the Completion Date, are valid, true and represent such amounts in accordance with the Italian accounting principles.

(iv) To the best knowledge of the Sellers, after careful enquiry, since 31 December 2005,there have not been any events that would have caused a material adverse affect in financial status and operational status of the Companies.

2.2	Books and records
	All accounts, books, ledgers, and other financial records of each Company

(2)	have been properly maintained and contain accurate records of all matters required to be entered in them by the Companies Acts or Italian Law; and
(3)	give a true and fair view of the matters which ought to appear in them.

2.3	Position since Accounts Date
	Since the Accounts Date:

(4)	each Company has conducted its business in the ordinary course;
(5)	Except as disclosed in Annex 2.3, Flagship has not incurred in any indebtness nor it made any payment with the exception of the payments relating to its management in the ordinary course of business;
(6)	limited to Flagship, no asset of a value or price in excess of Euro 10,000 has been acquired or disposed of or agreed to be acquired or disposed of by Flagship on capital account, and no contract involving expenditure by it on capital account in excess of Euro 10,000 in total has been entered into by Flagship;
(7)	limited to Flagship, there has been no disposal or acquisition of any asset or supply of any service or business facility of any kind by or to Flagship in circumstances where the consideration actually received or receivable for the disposal, acquisition or supply was less than or exceeds the consideration which could be deemed to have been received for tax purposes;
(8)	so far as the Sellers are aware, no event has occurred which would entitle any third party (with or without the giving of notice) to call for the repayment of indebtedness of either Company prior to the normal maturity date;
(9)	Flagship has not made any payment or incurred any liability to any Seller, or any person connected with any Seller except as otherwise provided for under this agreement; and

2.4	Dividends and distributions
	In connection with Flagship, no dividend or other distribution of profits or assets, including any distribution within the meaning of Part VI and section 418 of the Taxes Act 1988 under English law, has been or agreed to be declared, made or paid by Flagship since the Accounts Date.
	All dividends or other distributions of profits or assets declared, made or paid in the last 5 (five) years by each Company have been declared, made and paid in accordance with law and its articles of association.

2.5	Government grants
	With the exception of the matters specifically disclosed in Annex 2.4, neither Company is subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body.

2.6	Bank accounts
	The statement of the Companies’ bank accounts and of the credit or debit balances on them attached as Annex 2.5 is correct, neither Company has any other bank or deposit account (whether in credit or overdrawn) not included in the statement and since the date of that statement there has not been any payment out of any of the accounts except for due and routine payments.

2.7

Financing Agreements

With the exception of the matters specifically disclosed in Annex 2.6, the Companies are not party to any loan agreement or in any other financial arrangement of sort (including, without limitations, long term loan agreements, bridge loans, mezzanine loans, financial leases (contratti di leasing finanziario)), with their respective shareholders, with banks, financial institutions or other third parties. The shareholders’ loan granted by the Sellers to Flagship has been fully repaid and discharged by Flagship with no claim upon, and/or liability of, the latter.

3.	COMMERCIAL
3.1	Material contracts

(a)	Except for (i) contracts related to the day-to-day business, such as, without limitation, utilities and the like; (ii) banking arrangements listed in Annex 2.6;, (iii) employment contracts listed in Annex 6 and (iv) the contracts listed in Annex 3.1, there do not exist any contracts, whether oral or written, in the course of performance between any of the Companies, on the one side, and third parties, on the other, the performance of which commits the Companies to pay an amount greater than Euro 50,000 per contract, or the duration of which exceeds 3 (three) years without the right of the Companies to withdraw without penalties by giving a notice period of no more than 12 (twelve) months.
(b)	All contracts to which the Companies are party are in full force and effect. To the best knowledge of the Sellers, after careful enquiry, no default has occurred under, and neither of the Companies, nor any persons for the actions of which the Companies are liable, are in breach of any agreement or other legal undertaking by which they are bound.
(c)	All orders collected by the Companies before the date of this Agreement have been done in the ordinary course of business of the Companies.
(d)	Except for the Directorship Agreement, the Companies are not party to any agreement with the Sellers.
(e)	To the best knowledge of the Sellers, after careful enquiry, neither the execution of this agreement nor the performance of the obligations hereunder have, or shall have, the effect of granting any party with whom any of the Companies has entered into, the right to withdraw from or terminate any such agreements.

3.2 Intellectual Property Rights

(a)

To the best knowledge of the Sellers, after careful enquiry, no activities of any Company (or of any licensee under any licence granted by a Company) infringe or are likely to infringe any Intellectual Property Rights of any third party and no claim has been made against any Company or any such licensee in respect of such infringement and the Sellers are not aware of any allegation of such infringement made.

(b)

Each Company owns or has licensed to it all Intellectual Property Rights it requires to carry on its business as such business has been carried on during the year prior to the date of this Agreement and such rights and that Company’s ability to use such rights in the manner which they were used prior to the Completion Date will not be adversely affected by the acquisition of the Companies by the Purchaser.

3.3 Insurance

All the assets of an insurable nature have at all material times been insured for adequate insurable value according to the rules and usage of Italian law against those risks normally insured against by persons carrying on the same classes of business as those carried on by Flagship and Snoline and each Company is now and has at all material times been adequately covered by insurance policies against the risks relating to is activities and, to the best knowledge of the Sellers, after their reasonable enquiries, no such insurance will be materially adversely affected by the purchase of Flagship by the Purchaser. During the past 3 years the Companies have not been denied insurance for any reason with respect to any material insurance policy for which they applied.

3.4 Data and Records

(a) For the purposes of this paragraph 3.4:

Data Protection Legislation means all statutes, enacting instruments, common law, regulations, directives, codes of practice, circulars, guidance notes, decisions, recommendations and the like (whether in Italy for Snoline, in the United Kingdom for Flagship or the European Union for both) concerning the protection and/or processing of personal data.

(b)

All the records and systems (including but not limited to computer systems) and all data and information of each Company are recorded, stored, maintained, operated or otherwise held exclusively by one or more Company or by service providers under the exclusive control of one or more Company, and in each case are not wholly or partly dependent on any facilities or means (including any electronic, mechanical or photographic process, computerised or otherwise) which are not under the exclusive ownership and control of: (i) one or more Company; or (ii) service providers under the exclusive ownership and control of one or more Company. No Company has disclosed to any third party any such records, control and other systems, data and information.

(c)

Each Company has complied with all relevant requirements of Data Protection Legislation, including the following:

(v)	the data protection principles established in that legislation;
(vi)	requests from data subjects for access to data held by it; and
(vii)	the requirements relating to the registration of data controllers with the national competent authority.

(d) No Company has received a notice or allegation from either the UK Information Commissioner or from any other data regulator in any other jurisdiction, a data controller or a data subject alleging non-compliance with any Data Protection Legislation (including any data protection principles), requiring a Company to change or delete any data or prohibiting the transfer of data to a place outside the United Kingdom or Italy (as applicable).

(e) No individual has claimed or has the right to claim compensation from any Company under any Data Protection Legislation, including for unauthorised or erroneous processing or loss or unauthorised disclosure of data.

3.5	No Powers of Attorney
	No Company has granted any power of attorney or similar authority, other than listed in Annex 3.5, which remains in force.

4. TAX AND SOCIAL SECURITY

(a)	The Companies: (i) have duly and timely complied with all requirements in the matter of Tax; (ii) have duly and timely filed all compulsory Tax returns with the competent Tax authorities and institutes and the information provided thereby are correct, complete and not misleading; (iii) have fully and timely made all payments, assessments, withholdings as well as fully and timely paid any penalties and interest with respect to Taxes as resulting from the filed returns and any notice, assessment or injunction received from any relevant Tax authority or institute; (iv) have made adequate and full provisions in the Accounts for all Tax obligations and liabilities; and (v) have not received any assessment, injunction, request for payment which remain outstanding and unpaid, or other communication from any Tax authority or institute over the last six years and there are no circumstances that may give raise to any such assessment, injunction or request for payment.
(b)	Snoline has requested the Revenues Office of Gorgonzola a formal statement for compliance and tax regularity by means of a form dated 12 December 2006, No. Prot. 2006054971 Progr. No. 2006011008.
(c)	With the exception of the reserve for revaluation, the distributable reserves of the Companies as shown in the relevant Accounts are freely distributable and the distribution of the said reserves will not give rise to any Tax liability in the hands of the Companies under Tax laws and regulations in force at the Completion Date.
(d)	The Companies are not subject to any Tax grouping arrangements that will be negatively impacted by the transactions contemplated herein. All transactions between the Companies have been carried out on an arms’ length basis.
(e)	The Companies are not subject to any Tax related proceedings or disputes pending before any authority or any other competent body. No inspection, assessment or dispute by any competent body is expected or formally threatened against any of the Companies.
(f)	The Companies have not been a party to any transaction or series of transactions which is or forms part of a scheme for the evasion (equals evasione) of Tax or which can reasonably be considered as such.
(g)	For the purpose of Tax, the Companies are and have been resident only in the jurisdiction in which they are incorporated and do not have nor had a permanent establishment or permanent representative or other taxable presence in any jurisdiction other than in which they are resident for Tax purposes. The Companies do not constitute neither have constituted a permanent establishment nor have been a permanent representative of another person.

5.	PROPERTIES
	Title

5.1 The Properties shown in Annex 5 comprise all of the real estate properties owned by the Companies. The information set out in Annex 5 is true and accurate in all respects.

5.2 With the exception of the matters specifically disclosed in Annex 5, there are no other rights in favour of third parties or matters not referred to on the registered title deed.

5.3 None of the Properties are subject to any right, interest, condition, restriction, obligation, stipulation, servitude, option or other right or informal arrangement in favour of any third party not referred to in the title deeds to the Properties and there is no agreement or commitment to give or create any of the foregoing. The Municipality of Trezzo sull’Adda has expressed final and unconditional consent to the change of ownership of Snoline, either directly or through its holding company, Flagship, by means of two letters addressed to Snoline dated respectively 4 December 2006 and 13 December 2006.

5.4 There are no outstanding actions, disputes, claims or demands between any Company and any third party affecting the Properties except in the ordinary course of their business.

5.5	Save for fixtures and fittings belonging to any tenant or user of the Properties all fixtures and fittings at the Properties are any Company’s own absolute property and are free from Encumbrances.
	Development at the Properties

5.6 To the best knowledge of the Sellers, after careful enquiry, no development at, or use of, the Properties for which the Companies may be held liable has been or is being undertaken in breach of the applicable planning and building legislation or any regulations, by-laws, orders, consents or permissions made or given thereunder and the actual use of the Properties is the permitted use under the relevant planning legislation.

5.7 To the best knowledge of the Sellers, after careful enquiry:

(i)	there is no outstanding notice or order (statutory or otherwise) relating to the Properties or any business carried on at, or the use of, the Properties;
(ii)	there are no planning, development or road proposals within the vicinity of the Properties which might affect the Properties or the access to, or the business carried on at, the Properties.

	Environmental Matters
5.8	To the best knowledge of the Sellers, after careful enquiry, the Companies comply and have complied with the Environmental Laws from time to time in force in Italy and in the United Kingdom, as applicable.

5.9 The Companies have paid all duties, taxes and fees (if any) required by or arising out of any Environmental Laws, including those concerning waste disposal and water discharges.

5.10 No material work is required in connection with the Properties in order to secure compliance with or maintain any existing environmental licence or authorisation or to comply with Environmental Laws.

5.11 The Sellers have disclosed full details of any environmental and/or health and safety assessment, audit or investigation conducted and any other environmental and/or health and safety report prepared by them or on behalf of either Company whether mandatory or not.

5.12	To the best knowledge of the Sellers, after careful enquiry: (i) no dangerous substance has been used, disposed of, stored, generated, released, buried, transported, or emitted at, on, from, under or to the Properties; (ii) the land on which the Properties are construed, including the soil, subsoil and groundwater, are free from contamination by any dangerous substance.
	Miscellaneous

5.13 No Company has any existing or contingent liabilities (whether as original tenant, subsequent assignee, guarantor or otherwise) in respect of any properties previously occupied by it or in which it owned or held any interest including, without limitation, leasehold premises assigned or otherwise disposed of.

6. EMPLOYEES

(a)	The number and qualification of the employees of the Companies as of 11 December 2006 are indicated in Annex 6. The information contained in Annex 6 are true, valid and correct as of Completion Date.
(b)	The employees of the Companies are subject to employment contracts in accordance with applicable laws and national collective bargaining agreements and, as far as the Sellers are aware, the Companies are and, since their incorporation, have been in substantial compliance with the employment contracts they are or were party to and of the laws, regulations and collective bargaining agreements applicable thereto as well as to employment and labour matters in general. The Company is party of (i) a collective bargaining agreement at company level dated 21 December 1988, subsequently renewed and currently in force and (ii) a local collective bargaining agreement at company level dated 16 December 1996 and renewed on 23 January 2006.
(c)	The Companies are and have been in compliance with the relevant applicable laws and regulations on health and safety in work places.
(d)	To the best knowledge of the Sellers, after careful enquiry, the Companies have fully discharged their obligations and liabilities to their employees when due and have made all required accrual for any future liabilities to their employees. There are no circumstances outstanding which might result in any of the current or former employees of the Companies to claim any damages, different qualification or additional compensation from the Companies or to apply for re-hiring on the grounds of illegitimate termination of their employment. The Companies have not received any notice announcing or threatening the filing of any such claim. With the exception of the information specifically disclosed in Annex 6, the Companies have not entered into any agreement with any of their employees, which would entitle such employees to payment of periodic bonuses not provided for by the national collective bargaining agreement applicable to the employees of the Companies.
(e)	To the best knowledge of the Sellers’, after reasonable enquiry, there are no persons (including without limitation the Sellers) who rendered services to any of the Companies in such a manner to allow them to claim that they should be qualified as employees of the Companies and there are no circumstances allowing any Tax or social security authority to make any claim in such respect.
(f)	The directors and statutory auditors of the Companies do not have any claim against any of the Companies in relation to their office.
(g)	The Companies are not engaged in any arbitration, judicial or administrative proceedings concerning labour matters. With the exception of the information specifically disclosed in Annex 6, to the best knowledge of the Sellers, after their reasonable enquire, there are no proceedings of such nature threatened or announced and, to the best of the Sellers’ knowledge, there are no circumstances that may cause any such proceedings.

IN WITNESS WHEREOF this agreement has been entered into at Milan on the date set out at the first page of this Agreement.

LINDSAY ITALIA S.R.L.

MR FRANZ MÜLLER

LINDSAY MANUFACTURING CORPORATION

Data:                     

Lindsay Italia Srl

PRE-COMPLETION

1. Access

Pending Completion the Sellers shall:

(i)	procure that the Purchaser, its agents and representatives are given full access to the Properties and to the books and records of the Companies during normal business hours on any Business Day and on reasonable notice to the Sellers;
(ii)	provide such information regarding the businesses and affairs of the Companies as the Purchaser may require.

2. Conduct of business

Pending Completion each Seller shall procure that the business of the Companies will be carried on in the ordinary course, consistent with past and current practice (senza soluzione di continuità rispetto al passato). In particular, each Seller shall exercise all rights and powers available to him so as to procure that, except with the written consent of the Purchaser, the Companies shall not:

(a)	incur any expenditure not in the ordinary course of business; or
(iii)	dispose of or grant any option or right of pre-emption in respect of any part of its assets except in the ordinary course of trading; or
(iv)	borrow any money, save for an aggregate amount of Euro 500,000; or
(v)	enter into any unusual contract or commitment or:

(1)	grant any lease or third party right in respect of any of the Properties or transfer or otherwise dispose of any of the Properties;
(2)	make any loan;
(3)	enter into any leasing, hire purchase or other agreement or arrangements for payment on deferred terms; or

(vi)	declare, make or pay any dividend or other distribution or do or allow to be done anything which renders its financial position less favourable than at the date of this agreement; or
(vii)	grant, issue or redeem any mortgage, charge, debenture or other security or give any guarantee or indemnity; or
(viii)	make any change in the terms and conditions of employment of any of its directors or employees or employ or terminate (except for good cause) the employment of any person; or

(ix)	make, or announce to any person any proposal to make, any change or addition to any retirement/death/disability benefit (as defined in section 1 of the schedule headed “Warranties”) of or in respect of any of its directors or employees or former directors or former employees (or any dependant of any such person) or to the Scheme (as defined in that section) (other than any change required by law or grant or create any additional retirement/death/disability benefit (as so defined); or
(x)	permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable; or
(xi)	create, issue, purchase or redeem any class of share or loan capital; or
(xii)	pass any resolution of its shareholders or any class of shareholders, whether in general meeting or otherwise; or
(xiii)	agree, conditionally or otherwise, to do any of the foregoing; or
(xiv)	in any other way depart from the ordinary course of its day-to-day trading.

3.	Notice of any change
	Each Seller shall immediately notify the Purchaser of any matter or thing which arises or becomes known to him/her before Completion which constitutes (or would after the lapse of time constitute) a misrepresentation or a breach of any of the Warranties or the undertakings or other obligations on the part of any Seller under this agreement.
4.	Communication on the new members of the board of directors
	At least two Business Days before Completion, the Purchaser shall notify to the Sellers a communication (i) indicating the names of the persons to be appointed on the board of directors of the Companies on Completion and (ii) undertaking to hold the Sellers harmless against any loss they may suffer due to the appointment under (i).
5.	Banks’ waivers
	Pending Completion, each Seller shall procure that Snoline obtains the relevant waivers by the banks with which has entered into loan agreements currently in force, providing for the banks’ consent to the Companies’ change of shareholding.
6.	Shareholders’ loan
	Pending Completion, Mr. Franz M. Müller and Flagship shall deliver a declaration, duly executed by each of them, stating that the Shareholders’ Loan has been paid in full and acknowledging that they have no claim against the Companies for any reason whatsoever.

COMPLETION

PART 1

SELLERS’ OBLIGATIONS

At Completion the Sellers shall procure:

(a) the delivery to the Purchaser of:

(i)	duly executed transfers in favour of the Purchaser or its nominee(s) of all the Flagship Shares;
(ii)	duly executed transfer (girata) in favour of the Purchaser or its nominee(s) of the shares representing the Snoline Shareholding;
(iii)	the share certificate(s) representing the Flagship Shares (or an express indemnity in a form satisfactory to the Purchaser in the case of any found to be missing);
(iv)	the First Demand Bank Guarantee.
(v)	written evidence that the Sellers have obtained the irrevocable waivers from the Banks in connection with the Loan Agreements as set out in subclause 3.2(b)(i) or that the relevant requests for the above waivers have been duly filed with the Banks as set out in subclause 3.2(b)(ii);
(vi)	written confirmation from the Sellers that the Shareholders’ Loan has been fully repaid, and that Snoline has no further liability thereunder;
(vii)	the directorship agreement of Mr Franz Muller with Lindsay Italia S.r.l.and Lindsay Manufacturing in the Agreed Form duly executed by the relevant executive;
(viii)	resignations of Mssrs. Giuseppina Pavesi, Claudio Lambri, Doretta Brugnera, Luigi Covini as director of Snoline, in each case to be expressed to take effect on Completion and acknowledging that such director has no claim against Snoline whether for loss of office, accrued remuneration or otherwise;
(ix)	resignation of mr Franz M. Muller as manager (dirigente) of Snoline, effective as of 31 December 2006;
(x)	signed copies of the minutes of the meetings referred to in paragraphs (b) below; and

(b) that a board meeting of Flagship is held at which it is resolved that:

(i) Mr. Richard W. Parod is appointed as additional director;

(ii) the stock transfer forms referred to in paragraph (a) above are approved for registration;

(c) that a shareholders’ meeting of Snoline is held at which it is resolved that:

(i) Messrs Franz Muller, Richard W. Parod and Owen Denman are appointed as directors of Snoline, and Mr. Richard W. Parod is appointed as chairman of the board of directors;

(d) that the Purchaser, Lindsay Manufacturing Co. and Mr Muller enter into the Directorship Agreement in the Agreed Form.

PART 2

PURCHASER’S OBLIGATIONS

Subject to the Sellers having done or procured to be done those things set out in Part 1 of this schedule, at Completion the Purchaser shall:

(a)	make a payment to each Seller of that proportion of the Initial Purchase Price which is payable in cash on Completion in accordance with clause 6.1 as set against his name in column (c) of schedule 1;
(b)	deliver to Mr Franz Muller a duly executed counterpart of the Directorship Agreement of Mr Franz Muller with Lindsay Manufacturing and Lindsay Italia S.r.l. in the Agreed Form, duly executed by Lindsay Manufacturing and Lindsay Italia S.r.l..

INTERPRETATION

1. In this agreement:

“Accounts” means in respect of Flagship, the abbreviated unaudited accounts for the period from 1 July 2005 to 31 December 2005, and in respect of Snoline, the financial statements as of 31 December 2005;

“Accounts Date” means 31 December 2005;

“Banks” means Banca Nazionale del Lavoro S.p.A., Banca Intesa S.p.A., Credito Artigiano S.p.A. and Banca Popolare di Bergamo S.p.A.;

“Beneficiary” has the meaning given in Clause 10.1;

“Business” means the business of manufacturing, leasing or selling road or highway safety products

“Business Day” means (i) any day other than a Saturday, Sunday or a day on which commercial banks in Milan, Italy are required or permitted by law to close and (ii) the period from 23 December to 8 January included;

“Claim” means any claim received by third parties which may result in a loss for Flagship, Snoline and/or the Purchaser;

“Completion” means the execution of this agreement described by Clause 4, as well as the completion of any related operation, which pursuant to Clause 4 of the agreement shall occur on the Completion Date;

“Completion Balance Sheet” has the meaning given in Schedule 10, paragraph 2;

“Completion Date” means the date when Completion takes place;

“Condition(s) Precedent” means the condition(s) precedent to the relevant obligations, as provided for by Clause 3;

“Companies” means Snoline and Flagship and Company means any of them;

“Companies Acts” means the English law Companies Act 1985 as amended and supplemented from time to time and the Companies Act 2006.”Data Protection Legislation” has the meaning given in Schedule 5, Part 1, Clause 3.4;

“Directorship Agreement” means the directorship agreement in the Agreed Form;

“Draft Completion Balance Sheet” has the meaning given in Schedule 10, paragraph 1;

“Encumbrances” means pledges, encumbrances, liens or any other third party rights;

“Final Date” has the meaning given in Clause 7;

“First Demand Bank Guarantee” means the first demand bank guarantee for an amount of Euro 1,500,000 issued by Unicredit in the Agreed Form;

“Flagship” has the meaning given in Recital (A);

“Flagship Shares” means the shares representing 100% of Flagship’s corporate capital;

“Independent Accountants” means the accountants to be appointed by the President of Ordine Dottori Commercialisti di Milano upon request of the most diligent Party;

“Initial Purchase Price” means Euro 12,500,000;

“Insolvency Act” means the English law Insolvency Act 1986 as amended and supplemented from time to time;

“Investors” has the meaning given in Clause 14.2;

“Joint Instructions” means the written instructions jointly given by the Sellers and the Purchaser to Unicredit to act at Completion as an escrow agent in the interest of both Parties in the Agreed Form;

“Loan Agreements” means the loan agreements between (i) Mediocredito Regionale Lombardo (currently Banca Intesa S.p.A.) and Snoline dated 30 May 1997, (ii) Credito Artigiano S.p.A. and Finlombarda – Finanziaria per lo Sviluppo della Lombardia S.p.A., on one side, and Snoline, on the other side, dated 24 May 2002, (iii) Banca Intesa S.p.A. and Snoline dated 29 June 2005 and (iv) Banca Popolare di Bergamo S.p.A. and Snoline dated 30 January 2004;

“Material Adverse Effect” means any change, effect or set of circumstances (including, but not limited to, any breach of covenant, breach or inaccuracy of any representation or warranty contained in this agreement) relating to the Companies (regardless of whether foreseeable at the time of the Parties’ execution of this agreement) that, individually or in the aggregate, is materially adverse to the Companies, provided that the liability or the reduction in the value of the Companies caused by such material adverse effect has, or will have, a value equal to or greater than Euro 1,200,000 in the aggregate;

“New First Demand Guarantee” has the meaning given in Clause 7;

“Pro-forma Financial Statements” means Snoline’s pro-forma interim financial statements as of 30 September 2006 attached to the present Contract as Schedule 13.

“Properties” means [the properties shortly described in schedule 4 and includes every part of each of them] and “Property” means any one of them;

“Purchase Price” means the Initial Purchase Price adjusted pursuant to clause 6;

“Purchaser” has the meaning given in the heading;

“Purchaser’s Group” means any entity that, at the time of the determination, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Purchaser;

“Rules” has the meaning given in Clause 22.2;

“Seller” or “Sellers”: has the meaning given in the heading;

“Shareholder’s Equity” means the net worth (patrimonio netto);

“Shareholders’ Loan” means the shareholders’ loan to Snoline by Mr. Franz M. Müller and Flagship whose outstanding amount as of the date of this agreement is equal to Euro 79,000 (including any interest accrued);

“Shares” means collectively Flagship Shares and Snoline’s shares;

“Snoline” has the meaning given in Recital (B);

“Snoline Shares” means the shares representing 100% of Snoline’s corporate capital;

“Snoline Shareholding” means No. 43 shares representing 0.597% of Snoline’s corporate capital;

“Tax” means any tax, charge, fee, levy, impost, duty or governmental fee or other like assessment or charge of any kind, including all income, gross receipt, gain, sales, use, employment, franchise, profits, excise, property, value added and other tax, fee, stamp tax and duty, assessment or charge of any kind, together with any interest and penalty, addition to tax or additional amount imposed by any taxing authority with respect thereto.

“Third Part Claim” has the meaning given in Schedule 6, Clause 6;

“Unicredit” means Unicredit Private Banking with offices at Via Catena 4, Milan, Italy acting as an escrow agent in accordance to the Joint Instructions in the Agreed Form.

“Warranties” means the representations and warranties set out in the schedule headed “Warranties”.

2. In this agreement:

(a)	words denoting persons shall include bodies corporate and unincorporated associations of persons;
(b)	references to an individual include his estate and personal relatives up to the fourth grade; and
(c)	[subject to the clause headed “[Assignments]”,] references to a party to this agreement include references to the successors or assigns (immediate or otherwise) of that party.
(d)	any reference importing a gender includes the other genders;

3.	Where any provision is qualified or phrased by reference to the ordinary course of business, such reference shall be construed as meaning the customary course of trading for the business in the place where the business is located1.
4.	The singular shall include the plural and vice versa.

¹ Article 1368 of the Civil Code

5.	Notwithstanding the clause headed “Language”, where in this agreement an Italian term is given in italics or in italics and in brackets after an English term and there is any inconsistency between the Italian and the English, the meaning of the Italian term shall prevail.
6.	The expressions “shall use its best efforts” or “shall use its best endeavours” or any similar expression shall be construed as an “obbligazione di mezzo” under Italian law.
7.	The words “shall cause” or “shall procure that” (or any similar expression) shall be construed as “promessa dell’obbligazione o del fatto del terzo” in accordance with article 1381 of the Civil Code.
8.	All time periods referred to in this agreement, unless otherwise stated, shall be counted in days. A “day” is defined as the 24-hour period starting and finishing at midnight. Such time periods shall commence at midnight following the triggering event and shall terminate at midnight following the expiration date, unless this date does not fall on a Business Day, in which case the expiration date shall be postponed to the next Business Day, in accordance with article 1187 of the Civil Code.
9.	The qualification “to the best knowledge of the Sellers” shall be satisfied if one or more of the Sellers had knowledge on the relevant matter.
10.	The qualification “after careful enquiry” shall be construed according to the diligenza qualificata required from a sophisticated businessman pursuant to article 1176 subsection 2 of the Italian Civil Code.

SIGNATORIES

SIGNED by FRANZ MULLER (for the Snoline Shareholding)

SIGNED by Avv. Mauro Barbieri on behalf of FRANZ MULLER

SIGNED by Avv. Mauro Barbieri on behalf of DORETTA BRUGNERA

SIGNED by Avv. Mauro Barbieri on behalf of MILLA MULLER

SIGNED by Avv. Mauro Barbieri on behalf of GIUSEPPINA PAVESI

SIGNED by Richard William Parod
for LINDSAY ITALIA S.R.L.

EX-10.2

Exhibit 10.2

TERM NOTE

$13,195,000.00	Omaha, Nebraska
	December 27, 2006

     FOR VALUE RECEIVED, the undersigned LINDSAY ITALIA, S.r.l. (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 1919 Douglas Street, (1^st Floor) Omaha, Nebraska, 68102 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 Thirteen Million One Hundred Ninety-Five Thousand and 00/100 Dollars ($13,195,000.00), with interest thereon 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) “Business Day” means any day except a Saturday, Sunday or any other day on which commercial banks in Nebraska are authorized or required by law to close.

     (b) “Fixed Rate Term” means a period of 3 months, as designated by Borrower, during which the entire outstanding principal balance of this Note bears interest determined in relation to LIBOR, with the understanding that (i) the initial Fixed Rate Term shall commence on the date this Note is disbursed, (ii) each successive Fixed Rate Term shall commence automatically, and without notice to or consent from Borrower, on the first Business Day following the date on which the immediately preceding Fixed Rate Term matures, and (iii) if, on the first Business Day of the last Fixed Rate Term applicable hereto the remaining term of this Note is less than 3 months, said Fixed Rate Term shall be in effect only until the scheduled maturity date hereof. If any Fixed Rate Term would end on a day which is not a Business Day, then such Fixed Rate Term shall be extended to the next succeeding Business Day.

     (c) “LIBOR” means the rate per annum and determined pursuant to the following formula:

LIBOR = Base LIBOR   100% — LIBOR Reserve Percentage

          (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 a Fixed Rate Term for delivery of funds on said date for a period of time approximately equal to the number of days in such Fixed Rate Term and in an

amount approximately equal to the principal amount to which such Fixed Rate Term 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.

          (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 of the Federal Reserve Board, as amended), adjusted by Bank for actual changes in such reserve percentage during the applicable Fixed Rate Term.

     (d) “Prime Rate” means at any time the rate of interest most recently announced by 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.

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) during a Fixed Rate Term at a fixed rate per annum determined by Bank to be one half percent (0.50%) above LIBOR in effect on the first day of each Fixed Rate Term. With respect to each Fixed Rate Term hereunder, Bank is hereby authorized to note the date and interest rate applicable thereto 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.

     (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 LIBOR, and (ii) future, supplemental, emergency or other changes in the LIBOR Reserve Percentage, 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 LIBOR to the extent they are not included in the calculation of LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower.

     (c) Payment of Interest. Interest accrued on this Note shall be payable on each date that principal is due hereunder, including each of the dates set forth on Schedule 1 attached hereto and incorporated herein by this reference.

     (d) Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, the outstanding principal balance of this Note shall bear interest until paid in full at an increased rate

per annum (computed on the basis of a 360-day year, actual days elapsed) equal to two percent (2%) above the rate of interest in effect on the scheduled maturity date of this Note, or any accelerated maturity date.

REPAYMENT AND PREPAYMENT:

     Repayment. Principal shall be payable following the end of each fiscal quarter of Borrower on the dates set forth on Schedule 1 attached hereto and incorporated herein by this reference, commencing March 27, 2007, and continuing up to and including September 27, 2013, with a final installment consisting of all remaining unpaid principal due and payable in full on December 27, 2013.

     (b) 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.

     (c) Prepayment. Borrower may prepay principal on this Note at any time and in the minimum amount of One Hundred Thousand Dollars ($100,000.00); provided however, that if the outstanding principal balance of this Note is less than said amount, the minimum prepayment amount shall be the entire outstanding principal balance hereof. In consideration of Bank providing this prepayment option to Borrower, or if this Note shall become due and payable at any time prior to the last day of any Fixed Rate Term by acceleration 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 Fixed Rate Term 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 Fixed Rate Term 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 Fixed Rate Term at LIBOR 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 LIBOR 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 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 Prime Rate in effect from time to time (computed on the basis of a 360-day year, actual days elapsed).

     All prepayments of principal shall be applied on the most remote principal installment or installments then unpaid.

EVENTS OF DEFAULT:

     This Note is made pursuant to and is subject to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of December 27, 2006 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 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 payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower. 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, 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) 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.

     (c) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nebraska.

     IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

     LINDSAY ITALIA, S.r.l.

By: /s/ Richard W. Parod          

Title: Chairman

SCHEDULE 1 TO TERM NOTE

Principal Payment Date	Principal Payment Amount
03/27/2007	$	471,250.00
06/27/2007	$	471,250.00
09/27/2007	$	471,250.00
12/27/2007	$	471,250.00
03/27/2008	$	471,250.00
06/27/2008	$	471,250.00
09/29/2008	$	471,250.00
12/29/2008	$	471,250.00
03/27/2009	$	471,250.00
06/29/2009	$	471,250.00
09/28/2009	$	471,250.00
12/28/2009	$	471,250.00
03/29/2010	$	471,250.00
06/28/2010	$	471,250.00
09/27/2010	$	471,250.00
12/27/2010	$	471,250.00
03/28/2011	$	471,250.00
06/27/2011	$	471,250.00
09/27/2011	$	471,250.00
12/27/2011	$	471,250.00
03/27/2012	$	471,250.00
06/27/2012	$	471,250.00
09/27/2012	$	471,250.00
12/27/2012	$	471,250.00
03/27/2013	$	471,250.00
06/27/2013	$	471,250.00
09/27/2013	$	471,250.00
12/27/2013	$	471,250.00
Total	$	13,195,000.00

EX-10.3

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:

(i)	This Agreement.
(ii)	The Term Note.
(iii)	Certificate of Incumbency.
(iv)	Corporate Resolution: Borrowing.
(v)	Continuing Guaranty from Guarantor.
(vi)	Such other documents as Bank may require under any other Section of this Agreement.

     (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, amortization expense, cash capital equity contributions and increases in subordinated debt minus dividends, distributions and decreases in subordinated debt, divided by the aggregate of the current portion of long term debt and capitalized lease payments.

     SECTION 4.9. NOTICE TO BANK. Promptly (but in no event more than five (5) days after Borrower becomes aware of the occurrence of each such event or matter) give written notice to Bank in reasonable detail of: (a) the occurrence of any Event of Default, or any condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default; (b) any change in the name or the form of organization of Borrower; or (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.

ARTICLE V
NEGATIVE COVENANTS

     Borrower further 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 will not without Bank’s prior written consent:

     SECTION 5.1. USE OF FUNDS. Use any of the proceeds of any credit extended hereunder except for the purposes stated in Article I hereof.

     SECTION 5.2. OTHER INDEBTEDNESS. Create, incur, assume or permit to exist any indebtedness resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the indebtedness of Borrower to Bank, (b) indebtedness of or guaranties by Borrower listed on Schedule 5.2 hereto, and (c) other indebtedness of the Borrower in an aggregate amount not to exceed €1,000,000.00.

     SECTION 5.3. MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower’s business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower’s assets except in the ordinary course of its business, except, in each case, pursuant to the reorganization transactions previously disclosed to Bank whereby Borrower will, among other things, be merged with and into Snoline SpA, and will distribute or transfer Flagship Holding Limited to a wholly owned subsidiary of Guarantor.

     SECTION 5.4. 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 or entity, except (a) any of the foregoing in favor of Bank, and (b) limited recourse

guarantees entered into n the ordinary course of business in connection with customer financing transactions.

     SECTION 5.5. LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any person or entity, except (a) any of the foregoing existing as of, and disclosed to Bank prior to, the date hereof, (b) trade credit extended in the ordinary course of business, (c) customer financing transactions in the ordinary course of 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, and (g) investments in Flagship Holding Limited and Snoline SpA.

     SECTION 5.6. PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s assets now owned or hereafter acquired, except (a) any of the foregoing in favor of Bank or that are existing as of, and disclosed to Bank in writing prior to, the date hereof, (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, all in the ordinary course of business, (d) liens in respect of capital leases and purchase money obligations, (e) attachment, judgment and other similar liens, provided that the execution or enforcement of such lien is stayed and is being contested, (f) liens securing indebtedness set forth on Schedule 5.2 hereto, and (g) liens existing on any asset of an entity when it becomes a subsidiary of Borrower or when it is merged or consolidated with Borrower or any of its subsidiaries, and in each case, not created in anticipation of such event.

ARTICLE VI
EVENTS OF DEFAULT

     SECTION 6.1. The occurrence of any of the following shall constitute an “Event of Default” under this Agreement:

     (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.

     (b) (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 its occurrence.

     (d) Any default (beyond any applicable cure period) by Borrower in the payment of any obligation, or any defined event of default, under the terms of any contract or instrument

(other than any of the Loan Documents) pursuant to which Borrower has incurred debt for borrowed money in excess of €1,000,000.00 to any person or entity, other than Bank or an affiliate of Bank, or in any amount to Bank or any affiliate of Bank, or any default (beyond any applicable cure period) by Guarantor in the payment of any obligation, or any defined event of default, under the terms of any contract or instrument (other than any of the Loan Documents) pursuant to which Guarantor has incurred debt for borrowed money in excess of $5,000,000.00 to any person or entity other than Bank or an affiliate of Bank, or in any amount to Bank or any affiliate of Bank

     (e) The filing of a notice of judgment lien against Borrower or Guarantor; or the recording of any abstract of judgment against Borrower or Guarantor in any county in which Borrower or Guarantor has an interest in real property; in each case with respect to Borrower, in an amount in excess of €1,000,000.00 in excess of the amount of any insurance proceeds reasonably expected to be received and with respect to Guarantor, in an amount in excess of $5,000,000.00 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 of any writ of attachment or the execution, or other like process, against the assets of Borrower or Guarantor; or the entry of a judgment against Borrower in excess of €1,000,000.00 over the amount of any insurance proceeds reasonably expected to be received or Guarantor in excess of $5,000,000.00 over the amount of any insurance proceeds reasonably expected to be received.

     (f) Borrower or Guarantor 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 Guarantor 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 Guarantor, or Borrower or Guarantor shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition; or Borrower or Guarantor shall be adjudicated a bankrupt, or an order for relief shall be entered against Borrower or Guarantor 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) 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 purposes 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 6.2. REMEDIES. Upon 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(f)) become immediately due and payable without presentment, demand, protest or notice of dishonor, all of which are hereby expressly waived by each 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 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 7.1. NO WAIVER. 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 of or 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 7.2. NOTICES. 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:

BORROWER:	LINDSAY ITALIA, S.r.l.
	c/o LINDSAY CORPORATION (Guarantor)
	2707 North 108th Street, Suite 102
	Omaha, NE 68154
	Attn: Dave Downing
	Fax No: (402) 829-6836
BANK:	WELLS FARGO BANK, NATIONAL ASSOCIATION
	Nebraska RCBO / MAC# N8000-01B
	1919 Douglas Street (1st floor)
	Omaha, NE 68102-1310
	Attention:      Commercial Banking
	Fax No.:        (402) 536-2075

or to such other address or facsimile number as any party may designate by written notice to all other parties. 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.

     SECTION 7.3. COSTS, EXPENSES AND ATTORNEYS’ FEES. 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 $4,000.00.

     SECTION 7.4. SUCCESSORS, ASSIGNMENT. 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 7.4, 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 the 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 the a confidentiality agreement reasonably satisfactory to Borrower, 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 7.5. 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 7.6. 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 or entity 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 7.7. TIME. Time is of the essence of each and every provision of this Agreement and each other of the Loan Documents.

     SECTION 7.8. 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 7.9. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same Agreement.

     SECTION 7.10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska.

     SECTION 7.11. 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 Term Loan 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 $1,000,000.00 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 “Rules”). If there is any inconsistency between the terms and procedures hereof and the 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 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 of 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 $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 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 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. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney

general capacity. 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.

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 Agreement to be executed as of the day and year first written above.

		WELLS FARGO BANK,
LINDSAY ITALIA, S.r.l.			NATIONAL ASSOCIATION,
By:	/s/ Richard W. Parod	By:	/s/ Michael V. Hinrichs Michael V. Hinrichs, Vice President
Title: Chairman

EX-10.4

Exhibit 10.4

CONTINUING GUARANTY

TO:WELLS FARGO BANK, NATIONAL ASSOCIATION

     1. GUARANTY; DEFINITIONS. In consideration of any credit or other financial accommodation heretofore, now or hereafter extended or made to Lindsay Italia, S.r.l. (Borrowers”), or any of them, by WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”), and for other valuable consideration, the undersigned Lindsay Corporation (“Guarantor”), unconditionally guarantees and promises to pay to Bank, or order, on demand in lawful money of the United States of America and in immediately available funds, any and all Indebtedness of any of the Borrowers to Bank. The term “Indebtedness” is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of Borrowers, or any of them, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and whether any of the Borrowers may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter becomes unenforceable. This Guaranty is a guaranty of payment and not collection.

     2. MAXIMUM LIABILITY; SUCCESSIVE TRANSACTIONS; REVOCATION; OBLIGATION UNDER OTHER GUARANTIES. The liability of Guarantor shall not exceed at any time the sum of (a) $13,195,000.00 (b) all accrued and unpaid interest on any Indebtedness, and (c) all costs and expenses pertaining to the enforcement of this Guaranty and/or the collection of the Indebtedness. Notwithstanding the foregoing, Bank may permit the Indebtedness of Borrowers to exceed Guarantor’s liability. This is a continuing guaranty and all rights, powers and remedies hereunder shall apply to all past, present and future Indebtedness of each of the Borrowers to Bank, including that arising under successive transactions which shall either continue the Indebtedness, increase or decrease it, or from time to time create new Indebtedness after all or any prior Indebtedness has been satisfied, and notwithstanding the death, incapacity, dissolution, liquidation or bankruptcy of any of the Borrowers or Guarantor or any other event or proceeding affecting any of the Borrowers or Guarantor. This Guaranty shall not apply to any new Indebtedness created after actual receipt by Bank of written notice of its revocation as to such new Indebtedness; provided however, that loans or advances made by Bank to any of the Borrowers after revocation under commitments existing prior to receipt by Bank of such revocation, and extensions, renewals or modifications, of any kind, of Indebtedness incurred by any of the Borrowers or committed by Bank prior to receipt by Bank of such revocation, shall not be considered new Indebtedness. Any such notice must be sent to Bank by registered U.S. mail, postage prepaid, addressed to its office at Nebraska Main RCBO, 1919 Douglas Street, Omaha, NE 68102, or at such other address as Bank shall from time to time designate. The obligations of Guarantor hereunder shall be in addition to any obligations of Guarantor under any other guaranties of any liabilities or obligations of any of the Borrowers or any other persons heretofore or hereafter given to Bank unless said other guaranties are expressly modified or revoked in writing; and this Guaranty shall not, unless expressly herein provided, affect or invalidate any such other guaranties.

     3. OBLIGATIONS INDEPENDENT; SEPARATE ACTIONS; WAIVER OF STATUTE OF LIMITATIONS; REINSTATEMENT OF LIABILITY. The obligations hereunder are independent of the obligations of Borrowers, and a separate action or actions may be brought and prosecuted against Guarantor whether action is brought against any of the Borrowers or any other person, or whether any of the Borrowers or any other person is joined in any such action or actions. Guarantor acknowledges that this Guaranty is absolute and unconditional, there are no conditions precedent to the effectiveness of this Guaranty, and this Guaranty is in full force and effect and is binding on Guarantor as of the date written below, regardless of whether Bank obtains collateral or any guaranties from others or takes any other action contemplated by Guarantor. Guarantor waives the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement thereof, and Guarantor agrees that any payment of any Indebtedness or other act which shall toll any statute of limitations applicable thereto shall similarly operate to toll such statute of limitations applicable to Guarantor’s liability hereunder. The liability of Guarantor hereunder shall be reinstated and revived and the rights of Bank shall continue if and to the extent for any reason any amount at any time paid on account of any Indebtedness guaranteed hereby is rescinded or must otherwise be restored by Bank, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The determination as to whether any amount so paid must be rescinded or restored shall be made by Bank in its sole discretion; provided however, that if Bank chooses to contest any such matter at the request of Guarantor, Guarantor agrees to indemnify and hold Bank harmless from and against all costs and expenses, including reasonable attorneys’ fees, expended or incurred by Bank in connection therewith, including without limitation, in any litigation with respect thereto.

     4. AUTHORIZATIONS TO BANK. Guarantor authorizes Bank either before or after revocation hereof, without notice to or demand on Guarantor, and without affecting Guarantor’s liability hereunder, from time to time to: (a) alter, compromise, renew, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; (b) take and hold security for the payment of this Guaranty or the Indebtedness or any portion thereof, and exchange, enforce, waive, subordinate or release any such security; (c) apply such security and direct the order or manner of sale thereof, including without limitation, a non-judicial sale permitted by the terms of the controlling security agreement, mortgage or deed of trust, as Bank in its discretion may determine; (d) release or substitute any one or more of the endorsers or any other guarantors of the Indebtedness, or any portion thereof, or any other party thereto; and (e) apply payments received by Bank from any of the Borrowers to any Indebtedness of any of the Borrowers to Bank, in such order as Bank shall determine in its sole discretion, whether or not such Indebtedness is covered by this Guaranty, and Guarantor hereby waives any provision of law regarding application of payments which specifies otherwise. Bank may without notice assign this Guaranty in whole or in part. Upon Bank’s request, Guarantor agrees to provide to Bank copies of Guarantor’s financial statements.

     5. REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Bank that: (a) this Guaranty is executed at Borrowers’ request; (b) Guarantor shall not, without Bank’s prior written consent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or a substantial or material part of Guarantor’s assets other than in the ordinary course of Guarantor’s business; (c) Bank has made no representation to Guarantor as to the creditworthiness of any of the Borrowers; and (d) Guarantor has established adequate means of obtaining from each of the Borrowers on a continuing basis financial and other information pertaining to Borrowers’ financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder, and Guarantor further agrees that Bank shall have no obligation to disclose to Guarantor any information or material about any of the Borrowers which is acquired by Bank in any manner.

     6. GUARANTOR’S WAIVERS.

     (a) Guarantor waives any right to require Bank to: (i) proceed against any of the Borrowers or any other person; (ii) marshal assets or proceed against or exhaust any security held from any of the Borrowers or any other person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security held from any of the Borrowers or any other person; (iv) take any other action or pursue any other remedy in Bank’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by Bank as security for or which constitute in whole or in part the Indebtedness guaranteed hereunder, or in connection with the creation of new or additional Indebtedness.

     (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any of the Borrowers or any other person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Indebtedness of any of the Borrowers or any other person; (iii) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of any of the Borrowers which is a corporation, partnership or other type of entity, or any defect in the formation of any such Borrower; (iv) the application by any of the Borrowers of the proceeds of any Indebtedness for purposes other than the purposes represented by Borrowers to, or intended or understood by, Bank or Guarantor; (v) any act or omission by Bank which directly or indirectly results in or aids the discharge of any of the Borrowers or any portion of the Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of Bank against any of the Borrowers; (vi) any impairment of the value of any interest in any security for the Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Indebtedness, in any form whatsoever, including any modification made after revocation hereof to any Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that Bank give any notice of acceptance of this Guaranty. Until all Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which Bank now has or may hereafter have against any of the Borrowers or any other person, and waives any benefit of, or any right to participate in, any security now or hereafter held by Bank. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by Bank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Indebtedness, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any of the Borrowers for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any of the Borrowers in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging Borrowers’ Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Indebtedness.

     7. BANK’S RIGHTS WITH RESPECT TO GUARANTOR’S PROPERTY IN BANK’S POSSESSION. In addition to all liens upon and rights of setoff against the monies, securities or other property of Guarantor given to Bank by law, Bank shall have a lien upon and a right of setoff against all monies, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Bank, whether held in a general or special account or deposit or for safekeeping or otherwise, and every such lien and right of setoff may be exercised without demand upon or notice to Guarantor. No lien

or right of setoff shall be deemed to have been waived by any act or conduct on the part of Bank, or by any neglect to exercise such right of setoff or to enforce such lien, or by any delay in so doing, and every right of setoff and lien shall continue in full force and effect until such right of setoff or lien is specifically waived or released by Bank in writing.

     8. SUBORDINATION. Any Indebtedness of any of the Borrowers now or hereafter held by Guarantor is hereby subordinated to the Indebtedness of Borrowers to Bank. Such Indebtedness of Borrowers to Guarantor is assigned to Bank as security for this Guaranty and the Indebtedness and, if Bank requests, shall be collected and received by Guarantor as trustee for Bank and paid over to Bank on account of the Indebtedness of Borrowers to Bank but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes or other instruments now or hereafter evidencing such Indebtedness of any of the Borrowers to Guarantor shall be marked with a legend that the same are subject to this Guaranty and, if Bank so requests, shall be delivered to Bank. Bank is hereby authorized in the name of Guarantor from time to time to file financing statements and continuation statements and execute such other documents and take such other action as Bank deems necessary or appropriate to perfect, preserve and enforce its rights hereunder.

     9. REMEDIES; NO WAIVER. All rights, powers and remedies of Bank hereunder are cumulative. No delay, failure or discontinuance of Bank in exercising any right, power or remedy hereunder 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 of this Guaranty, or any such waiver of any provisions or conditions hereof, must be in writing and shall be effective only to the extent set forth in writing.

     10. COSTS, EXPENSES AND ATTORNEYS’ FEES. Guarantor shall pay to Bank 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 Bank’s in-house counsel), expended or incurred by Bank in connection with the enforcement of any of Bank’s rights, powers or remedies and/or the collection of any amounts which become due to Bank under this Guaranty, and the prosecution or defense of any action in any way related to this Guaranty, 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 Guarantor or any other person or entity. All of the foregoing shall be paid by Guarantor with interest from the date of demand until paid in full at a rate per annum equal to the greater of ten percent (10%) or Bank’s Prime Rate in effect from time to time.

     11. SUCCESSORS; ASSIGNMENT. This Guaranty 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 Guarantor may not assign or transfer any of its interests or rights hereunder without Bank’s prior written consent. Guarantor acknowledges that Bank has the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, any Indebtedness of Borrowers to Bank and any obligations with respect thereto, including this Guaranty. In connection therewith, Bank may disclose all documents and information which Bank now has or hereafter acquires relating to Guarantor and/or this Guaranty, whether furnished by Borrowers, Guarantor or otherwise. Guarantor further agrees that Bank may disclose such documents and information to Borrowers.

     12. AMENDMENT. This Guaranty may be amended or modified only in writing signed by Bank and Guarantor.

     13. APPLICATION OF SINGULAR AND PLURAL. In all cases where there is but a single Borrower, then all words used herein in the plural shall be deemed to have been used in the singular where the context and construction so require; and when there is more than one Borrower named herein, or when this Guaranty is executed by more than one Guarantor, the word “Borrowers” and the word “Guarantor” respectively shall mean all or any one or more of them as the context requires.

     14. UNDERSTANDING WITH RESPECT TO WAIVERS; SEVERABILITY OF PROVISIONS. Guarantor warrants and agrees that each of the waivers set forth herein is made with Guarantor’s full knowledge of its significance and consequences, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any waiver or other provision of this Guaranty shall be held to be prohibited by or invalid under applicable public policy or law, such waiver or other provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such waiver or other provision or any remaining provisions of this Guaranty.

     15. GOVERNING LAW. This Guaranty shall be governed by and construed in accordance with the laws of the State of Nebraska.

     16. 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, directors, attorneys, and other agents), whether in tort, contract or otherwise, in any way arising out of or relating to this Guaranty and its negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination.

     (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 $1,000,000.00 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 herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the 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 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, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) 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 of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

     (d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 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. The 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 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 will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator 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 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 deems 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 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 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. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator 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. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed this Guaranty or any other contract, instrument or document relating to any Indebtedness, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

     (g) Payment Of Arbitration Costs And Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.

     (h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators 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 or by applicable law or regulation. 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 documents between the parties or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the documents or any relationship between the parties.

     IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty as of December 27, 2006.

Lindsay Italia, S.r.l.

By:

Title:

EX-99.1

Exhibit 99.1

2707 NO. 108^TH ST. OMAHA, NE 68164 TEL: 402-829-6800 FAX: 402-829-6836

For further information, contact:
LINDSAY CORPORATION:	HALLIBURTON INVESTOR RELATIONS:
David Downing	Jeff Elliott or Geralyn DeBusk
Senior VP and CFO	972-458-8000
402-827-6235

Lindsay Corporation Completes Acquisition of Snoline, S.P.A.

Omaha, Nebraska—December 27, 2006—Lindsay Corporation (NYSE: LNN) (“Lindsay” or the “Company”) a leading manufacturer of irrigation systems and infrastructure products, today announced that it has completed the acquisition of Snoline, S.P.A. (“Snoline”) and the holding company of Snoline, Flagship Holding Ltd, through its wholly owned subsidiary Lindsay Italia S.R.L. Snoline, based in Milan, Italy is engaged in the design and manufacture of road marking and safety equipment for use on roadways.

“We are pleased to announce the completion of this acquisition,” stated Rick Parod, Lindsay’s president and chief executive officer. “This business represents a natural extension of our infrastructure segment and is an excellent fit with recently acquired Barrier Systems Inc. We are also excited to welcome the strong management team and employees of Snoline to the Lindsay family. Additionally, we expect this acquisition to be accretive to earnings in fiscal 2007.”

Barrier Systems Inc. (BSI) has had a long relationship with Snoline. BSI has been a licensee of the TAU crash cushion technology designed and patented by Snoline and Snoline has been a distributor of BSI’s line of quickchange^® moveable barriers (QMB™). The Company did not consider this to be a material relationship with Snoline or its shareholders.

Parod continued, “The European market is rapidly embracing stronger road safety standards requiring the utilization of crash cushions, specialty barrier systems and other safety related products. The acquisition of Snoline, the leading European supplier, places us in an excellent position to realize profitable growth in that market as the new standards and objectives are implemented.”

The total cash consideration paid to the stockholders of Snoline was approximately 12.5 million Euros. The Company funded the transaction using cash and 10.0 million Euro borrowing under a new credit agreement with Wells Fargo Bank, N.A., which includes an unsecured term note, credit agreement, cross currency swap and interest rate swap transaction.

About the Company

Lindsay manufactures and markets irrigation equipment including Zimmatic, Greenfield, Stettyn and Perrot center pivot, lateral move and hose reel irrigation systems and GrowSmart controls, all of which are used by farmers to increase or stabilize crop production while conserving water, energy, and labor. The Company also manufactures and markets infrastructure products including movable barriers for lane management to reduce traffic congestion and improve safety through its wholly owned subsidiary, Barrier Systems Inc. In addition, the Company produces crash cushions and specialty barriers to improve motorist and highway worker safety, large diameter steel tubing, and provides outsourced manufacturing and production services for other companies. At November 30, 2006, Lindsay had approximately 11.6 million shares outstanding, which are traded on the New York Stock Exchange under the symbol LNN.

For more information regarding Lindsay Corporation, or Barrier Systems, Inc., see Lindsay’s Web site at www.lindsay.com, and Barrier’s Web site at www.barriersystemsinc.com.

About Snoline, S.P.A.

Snoline is a European leader in road marking and safety equipment for use on roadways. Since 1955, their products have served to improve highway safety. Snoline’s product lines consist of crash cushions, safety barriers, preformed reflective pavement tapes and other road safety devices used in both permanent and temporary road applications.

For more information regarding Snoline, see Snoline’s Web site at www.snoline.com.

Concerning Forward-looking Statements

This release contains forward-looking statements that are subject to risks and uncertainties and which reflect management’s current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company and those statements preceded by, followed by or including the words “expectation,” “outlook,” “could,” “may,” “should,” or similar expressions. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.