EXHIBIT 10.4
AMENDED AND RESTATED ISDA CONFIRMATION
TO: Lindsay Manufacturing Co.
2707 North 108th Street
Suite 102
Omaha, NE 68154
TELEPHONE: (402) 827-6235
FAX: (402) 829-6836
FROM: Wells Fargo Bank, NA.
417 Montgomery Street, Suite 500
MAC A0108-050
San Francisco, CA 94104
FAX: (415) 986-2604
RE: USD 30,000,000.00 INTEREST RATE SWAP TRANSACTION (89344)
DATE: May 26, 2006
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and conditions of
the transaction ("Transaction") entered into between Wells Fargo Bank, N.A.
("Party A") and Lindsay Manufacturing Co., a Delaware corporation ("Party B").
This Transaction is effective at, and as of 12:01 a.m., California time, on the
Trade Date specified below.
The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.
("ISDA")), including the Annex to the 2000 ISDA Definitions (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 evidences a complete and binding agreement between Party A
and Party B as to the terms of the Transaction to which this Confirmation
relates. In addition, Party A and Party B agree to use all reasonable efforts to
promptly negotiate, execute and deliver a 1992 ISDA Master Agreement ("Master
Agreement"), with such modifications as Party A and Party B will in good faith
agree. Upon the execution by Party A and Party B of such Master Agreement, the
Confirmation will supplement, form a part of, and be subject to Master
Agreement. All provisions contained or incorporated by reference in that Master
Agreement upon its execution will govern this Confirmation except as expressly
modified below. Until the parties hereto execute and deliver that Master
Agreement, this Confirmation, together with all other documents referring to the
Master Agreement (each a "Confirmation") confirming transactions (each a
"Transaction") entered into between us (notwithstanding anything to the contrary
in a Confirmation), shall supplement, form a part of, and be subject to a Master
Agreement as if we had executed an agreement in such form on the Trade Date of
the first such Transaction between
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us. In the event of any inconsistency between the provisions of that Master
Agreement and this Confirmation, this Confirmation will prevail for the purpose
of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
NOTIONAL AMOUNT: USD 30,000,000.00 (Initial Notional Amount -
please refer to the attached Schedule I)
TRADE DATE: May 5, 2006
EFFECTIVE DATE: June 1, 2006
TERMINATION DATE: June 1, 2013, subject to adjustment in accordance
with the Modified Following Business Day
Convention.
FIXED AMOUNTS
FIXED RATE PAYER: Party B
FIXED RATE PAYER Five Business Day(s) after the end of each
PAYMENT DATES: Calculation Period, beginning with
September 11, 2006, continuing up to and
including the Termination Date, subject to
adjustment in accordance with the designated
Business Day Convention.
CALCULATION PERIOD: From the 1st day of each March, June, September,
and December, up to the 1st day of the following
quarter, continuing until the Termination Date,
subject to adjustment in accordance with the
designated Business Day Convention. The first
Calculation Period will be June 1, 2006 to
September 1, 2006.
FIXED RATE: 6.05%
FIXED RATE DAY Actual/360
COUNT FRACTION:
BUSINESS DAY Modified Following
CONVENTION:
FLOATING AMOUNTS
FLOATING RATE PAYER: Party A
FLOATING RATE PAYER Five Business Day(s) after the end of each
PAYMENT DATES: Calculation Period, beginning with
September 11, 2006, continuing up to and
including the Termination Date, subject to
adjustment in accordance with the designated
Business Day Convention.
CALCULATION PERIOD: From the 1st day of each March, June, September,
and December, up to the 1st day of the following
quarter, continuing until the Termination Date,
subject to adjustment in accordance with the
designated Business Day Convention. The first
Calculation Period will be June 1, 2006 to
September 1, 2006.
FLOATING RATE OPTION: USD-Federal Funds-H.15
DESIGNATED MATURITY: 1 Day
SPREAD: Plus 0.50%
FLOATING RATE DAY
COUNT FRACTION Actual/360
FLOATING RATE FOR INITIAL
CALCULATION PERIOD: To be determined
METHOD OF
AVERAGING: Weighted
COMPOUNDING: Not Applicable.
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BUSINESS DAY CONVENTION: Modified Following
BUSINESS DAYS: New York City
CREDIT SUPPORT DOCUMENT: NOT APPLICABLE.
CREDIT SUPPORT PROVIDER FOR
PARTY B: Not Applicable.
ACCOUNT DETAILS:
PAYMENTS DUE TO Party B will wire settlement payments to the
following account:
PARTY A: BANK NAME: Wells Fargo Bank, N.A.
ABA NUMBER: 121000248
ACCOUNT NAME: Wells Fargo Bank, N.A.
ACCOUNT NUMBER: 43756g1755
REFERENCE: 89344
PAYMENTS DUE TO
PARTY B: Settlement instructions to be provided
CALCULATION AGENT: Party A
3. Please confirm that the foregoing correctly sets forth the terms of our
agreement by having an authorized officer sign one copy of this telecopy
Confirmation and returning it to us by telecopier to:
Wells Fargo Bank, N.A.
ATTENTION: Documentation Group
FAX: (415) 986-2604
4. Each party represents to the other party hereto that (i) it is not acting as
a fiduciary or a financial or investment advisor for the other party; (ii) it is
not relying upon any advice, counsel or representations (whether written or
oral) of the other party other than the representations expressly set forth in
the Master Agreement, any Credit Support Document and herein; (iii) the other
party hereto has not given to it any advice or counsel as to the expected or
projected success, return, performance, result, consequence or benefit (either
legal, regulatory, tax, financial, accounting, or otherwise) of this
Transaction; (iv) it has consulted with its own legal, regulatory, tax,
business, investment financial and accounting advisors to the extent it has
deemed necessary and has made its own investment, hedging, and trading decisions
(including decisions regarding the suitability of this Transaction) based upon
its own judgment and upon any advice from such advisors as it has deemed
necessary and not upon any view expressed by the other party hereto; (v) it has
determined that the rates, prices, or amounts and other terms of this
Transaction in the indicative quotations (if any) provided by the other party
hereto reflect those in the relevant market for similar transactions, and all
trading decisions have been the result of arms length negotiations between the
parties; (vi) it is entering into this Transaction with a full understanding of
all of the terms, conditions and risks thereof (economic and otherwise), and it
is capable of assuming and willing to assume (financially and otherwise) those
risks; and (vii) it is a sophisticated investor.
5. This Confirmation will be governed by and construed in accordance with the
laws of the State of New York without reference to choice of law doctrine.
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Yours sincerely,
Wells Fargo Bank, N.A.
By: /s/ Martha Burke
---------------------------------
NAME: Martha Burke
ITS: Authorized Signatory
ACCEPTED AND CONFIRMED AS OF THE
TRADE DATE:
LINDSAY MANUFACTURING CO.,
A DELAWARE CORPORATION
BY: /s/ Richard W. Parod
---------------------------------
NAME: RICHARD W. PAROD
ITS: PRESIDENT & CHIEF EXECUTIVE
OFFICER
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