TO: Layne Inc ("Counterparty")
ATTN: Jerry Fanska
FAX: 001 913 362 8823
FROM: Bank of America National Trust and Savings Association
("BofA"),
26 Elmfield Road,
Bromley,
Kent,
BR1 1WA,
England
Attn: Global Derivative Operations
U.S.A. TOLL FREE NUMBER U.K. LOCAL NUMBER
Tel No: 1 (888) 624-0164 0181-313-2659
Fax No: 1 (888) 624-0166 0181-313-2694
DATE: May 8,1998
RE: USD 25,000,000.00 Swap Transaction commencing May 15,
1998
Our Confirmation Reference No. SW37455
Dear Sir/Madam:
The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between us on the
Trade Date specified below (the "Swap Transaction"). This letter
agreement constitutes a "Confirmation" under the ISDA Agreement
defined below.
The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swaps and
Derivatives Association, Inc. ("ISDA")) 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 Interest Rate and Currency Exchange Agreement dated
as of June 14, 1993 as amended and supplemented from time to
time (the "Agreement"), between you and us. All provisions
contained in the Agreement govern this Confirmation except as
expressly modified below.
THIS FACSIMILE TRANSMISSION WILL BE THE ONLY WRITTEN
COMMUNICATION REGARDING THIS SWAP TRANSACTION. Pursuant to
ISDA guidelines, this facsimile transmission will be
sufficient for all purposes to evidence a binding supplement
to the Agreement. However, should you have an internal
requirement for confirmations with an original signature, we
request that you sign and return this Confirmation by
facsimile, whereupon, we will add an original signature to
the fully executed Confirmation, and forward it to you by
mail.
2. The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Notional Amount: USD 25,000,000.00
Trade Date: May 7,1998
Effective Date: May 15,1998
Termination Date: May 15, 2002 subject to adjustment
in accordance with the Modified
Following Business Day Convention.
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate
Payer Payment
Dates: Each 15th of February, May, August
and November, commencing on August
15, 1998 up to and including the
Termination Date.
Fixed Amount: Calculation x Fixed x Fixed Rate Day
Amount Rate Count Fraction
Fixed Rate: 5.96500 percent per annum
Fixed Rate Day Count
Fraction: Actual/360
Floating Amounts:
Floating Rate Payer: BofA
Floating Rate
Payer Payment
Dates: Each 15th of February, May, August
and November, commencing August 15,
1998 up to and including the
Termination Date.
Floating Rate for
Initial Calculation
Period: To be determined
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 months
Spread: None
Floating Rate Day Count
Fraction: Actual/360
Reset Dates: First Day of each Calculation Period
Compounding: Inapplicable
Business Days: New York & London
Business Day Convention: Modified Following
Calculation Agent: Bank of America
3. Account Details:
Payments to BofA: Fed Funds to Bank of America NT and
SA San Francisco ABA NO. 1210-0035-8
BISD Acct No. 33006-83980 Attn:
Interest Rate Swap Operations
4. Offices:
Office of BofA: San Francisco
Office of Counterparty: Mission Woods
Variations to the
Agreement for this
Swap Transaction: None
Please confirm your agreement to be bound by the terms stated
herein by executing the copy of this Confirmation enclosed for
that purpose and returning it to us or by sending to us a telex
or letter, within 24 hours of receipt of this Confirmation to
Bank of America NT & SA San Francisco Telex No. 249839 Answer
Back OPRST UR or U.S.A. Toll Free Fax No: 1 (888) 624-
0166 or U.K. Local Fax No: 0181-313-2694 Attention: Global
Derivatives Operations, substantially in the form below:
Quote
We acknowledge receipt of your rapidfax dated May 8, 1998 with
respect to the Swap Transaction entered into on May 7, 1998
between Layne Inc and Bank of America National Trust and
Savings Association with a Notional Amount of USD
25,000,000.00 and a Termination Date of May 15, 2002, and
confirm our agreement to be bound by the terms specified in
such rapidfax.
Unquote
This Confirmation shall be conclusively deemed accurate and
complete by Counterparty if not objected to within two (2)
Business Days from the date of receipt.
Yours sincerely,
For and on behalf of:
Bank of America National
Trust and Savings Association
By: /s/ Steven A. Saratore
--------------------------
Name: Steven A. Saratore
--------------------------
Title: Senior Authorized Officer
--------------------------
Confirmed as of the
date first above written:
Layne lnc
By: /s/ Jerry W. Fanska
---------------------
Name: Jerry W. Fanska
---------------------
Title: V.P. Finance
---------------------