Exhibit 4
AMENDED AND RESTATED CONFIRMATION
TO: Graco Inc.
ATTN: Mark Sheahan
FAX: (612) 623-6942
FROM: Rafeek Ghafur
Wachovia Bank, N.A.
Derivative Products Services
DATE: August 31, 1999
- --------------------------------------------------------------------------------
This Confirmation cancels and replaces in its entirety our Confirmation dated
June 26, 1998, evidencing that certain Swap Transaction entered into between
Wachovia Bank, N.A. and Shamrock Corporation on June 26, 1998 (the
"Transaction), which transaction is hereby restated.
The purpose of this letter agreement is to confirm the terms and conditions of
the Amended and Restated Swap Transaction entered into between Wachovia Bank,
N.A. ("Wachovia") and Graco Inc. ("Company") on the Trade Date specified below
(the "Amended and Restated Swap Transaction"). This letter agreement constitutes
a "Confirmation" as referred to in the Agreement (as defined below).
The definition and provisions contained in the 1991 ISDA Definitions published
by the International Swaps and Derivatives Association, Inc. (the "Definitions")
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and provisions and this Confirmation, this
Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject to the 1992
Master Agreement dated July 2, 1998 as amended and supplemented from time
to time (the "Agreement") between you and us. All provisions contained in
the Agreement will govern this Confirmation except as expressly modified
below.
2. The terms of the particular Amended and Restated Swap Transaction to which
this Confirmation relates are as follows:
A. TRADE DETAILS
Notional Amount: USD 75,000,000.00, 7-2-98 to 9-2-99
USD 50,000,000.00, 9-2-99 to 7-3-00
Trade Date: June 26, 1998, amended August 31, 1999
Effective Date: July 2, 1998
Termination Date: July 3, 2000, subject to adjustment in
accordance with The Modified Following
Business Day Convention.
Fixed Amounts:
Fixed Rate Payer: The Company
Fixed Rate Payer
Payment Dates: The 2nd day of each month, commencing
August 3, 1998 up to and including the
Termination Date subject to adjustment
in accordance with The Modified Follow-
ing Business Day Convention.
Fixed Rate: 5.74% per annum from 7-2-98 to 9-2-99
5.76% per annum from 9-2-99 to 7-3-00
Fixed Rate Day
Count Fraction: Actual / 360
Floating Amounts:
Floating Rate Payer: Wachovia
Floating Rate Payer
Payment Dates: The 2nd day of each month, commencing
August 3, 1998 up to and including the
Termination Date subject to adjustment
in accordance with The Modified Follow-
ing Business Day Convention.
Floating Rate for
Initial Calculation
Period: 5.66016 per annum
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One Month
Floating Rate Day
Count Fraction: Actual / 360
Reset Dates: First Day of each Calculation Period
Business Days: London Business Days for rate resets
and London and New York Business Days
for payments.
Calculation Agent: Wachovia Bank, N.A.
B. ACCOUNT DETAILS
Payments to Wachovia: Wachovia Bank N.A.
Fed Routing No.: 061-000-010
For the Account of: Derivatives Settlement
Account Number: 18805813
Attention: Susan Lucia
Payments to the Company: US Bank N.A.
Fed Routing No.: 091-000-022
For the Account of: Graco Inc.
Account Number: 1502-5004-2184
Attention: Mark Sheahan
C. OFFICES
Wachovia Bank, N.A.: 191 Peachtree Street
Atlanta, GA 30303
Telephone: (404) 332-6970
Fax: (404) 332-6880
Graco Inc.: PO Box 1441
Minneapolis MN 55440-1441
Telephone: (612) 623-6656
Fax: (612) 623-6942
3. The Company has consulted, to the extent it has deemed necessary, with its
legal, tax and financial advisors regarding its decision to enter into the
Amended and Restated Swap Transaction and has had an opportunity to ask
questions of, and has obtained all requested information from, Wachovia
concerning the Amended and Restated Swap Transaction. The Company has made
its own independent decision to enter into the Amended and Restated Swap
Transaction based upon its own judgment, with full understanding of the
economic, legal and other risks associated with the Amended and Restated
Swap Transaction (which risks it is willing to assume) and is entering into
the Amended and Restated Swap Transaction without relying upon any advice
(oral or written) or projections provided by Wachovia. The Company
understands that Wachovia is relying on the statements made by the Company
in this paragraph in entering into the Amended and Restated Swap
Transaction.
Please confirm that the foregoing correctly set out the terms of our agreement
by signing a copy of this Confirmation and returning it to us with two Business
Days.
Wachovia Bank, N.A. Graco Inc.
By: /s/Rafeek Ghafur By: /s/Mark W. Sheahan
-------------------------------- ----------------------------------
Name: Rafeek Ghafur Name: Mark W. Sheahan
Title: Vice President Title: Vice President & Treasurer