Amended and Restated ISDA Confirmation for USD 30,000,000 Interest Rate Swap between Wells Fargo Bank, N.A. and Lindsay Manufacturing Co.
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Summary
This agreement confirms the terms of a $30 million interest rate swap transaction between Wells Fargo Bank, N.A. and Lindsay Manufacturing Co. Under the agreement, Lindsay Manufacturing pays a fixed interest rate of 6.05% and Wells Fargo pays a floating rate based on the Federal Funds rate plus 0.50%. The swap is effective from June 1, 2006, to June 1, 2013. Both parties agree to the terms set out in this confirmation and intend to formalize them under an ISDA Master Agreement. The agreement is governed by New York law.
EX-10.4 5 c05795exv10w4.txt AMENDED AND RESTATED ISDA CONFIRMATION 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 -15- 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:
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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. -17- 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 -18-
