EX-10.2 3 ex_141716.htm EXHIBIT 10.2 ex_141716.htm

Exhibit 10.2

 

This fax is intended only for the individual or organization to whom it is addressed and may contain internal, confidential or sensitive information. If you received this fax in error, please help us prevent further errors by informing the sender immediately by phone or calling Information Security Infoline at 201-284-7250. We also ask that you refrain from disseminating or using the information in or accompanying the fax and that you destroy all copies when requested

 

     

BANK OF MONTREAL

250 Yonge Street 10th Floor

Toronto, ON

       

M5B 2H1, CANADA

Telephone No: 201-284-7250

Fax No: 416-552-7905

         

 

Date

To

Address

 

 

Fax

Attention

:

:

:

 

 

:

:

April 22, 2019
Twin Disc, Incorporated
1328 Racine Street
Racine, Wisconsin
53403, UNITED STATES
12012847211
Jeff Knutson

 

Re: Rate Swap Transaction (Our Reference No.)
Unique SWAP Identifier
#

 

Dear Sir/Madam:

 

The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Swap Transaction entered into between Twin Disc, Incorporated ("Counterparty") and Bank of Montreal ("BMO") on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the Agreement specified below.

 

The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., 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 ISDA Master Agreement dated as of April 11, 2019, as amended and supplemented from time to time (the "Agreement"), between Counterparty and BMO. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

 

 

2.

The terms of the particular Swap Transaction to which this Confirmation relates are as follows:

 

Notional Amount:

USD 20,000,000.00 (See below Amortizing Schedule)

Trade Date:

April 22, 2019

Effective Date:

April 30, 2019

Termination Date:

March 4, 2026 subject to adjustment in accordance with the Modified Following Business Day Convention

 

 

 

 

Fixed Amounts:  
Fixed Rate Payer: Twin Disc, Incorporated
Fixed Rate Payer Currency Amount: USD 20,000,000.00 (See below Amortizing Schedule)
   
Fixed Rate Payer Payment Dates: The last business day of each month commencing with May 31, 2019 subject to adjustment in accordance with the Modified Following Business Day Convention
   
Fixed Amount Fixed Rate and Fixed Rate Day Count Fraction: 2.49000% for the Initial Calculation Period and each succeeding Calculation Period on a basis of Actual/360
   
Business Days for USD Payment: London, New York
   
Floating Amounts:  
Floating Rate Payer: BANK OF MONTREAL
   
Floating Rate Payer Currency Amount: USD 20,000,000.00 (See below Amortizing Schedule)
   
Floating Rate Payer Payment Dates: The last business day of each month commencing with May 31, 2019 subject to adjustment in accordance with the Modified Following Business Day Convention
   
Floating Rate for initial Calculation Period: To be Determined
   
Floating Rate Option: USD-LIBOR-BBA (Rounding up to the nearest 1/100 of 1% (2 decimal places))
   
Designated Maturity: 1 MONTH
   
Spread: Not Applicable
   
Floating Rate Day Count Fraction: Actual/360
   
Reset Dates: First day of each Calculation Period, or Compounding Period, if Compounding is applicable.
   
Compounding: Not Applicable
Compounding Dates: Not Applicable
   
Business Days for USD Payment: London, New York
   
Business Days for Floating Rate Reset: London

 

 

 

 

 

 

 

3.

Calculation Agent: BMO

 

4.

Account Details:

 

Account for payments to Counterparty:

Please advise us your settlement instructions.

 


Account for payments to BMO:

 

Account No.: To: WELLS FARGO BANK NA, New York

SWIFT:

Favor Of: BANK OF MONTREAL, Toronto

Account Number:

 

5.

Offices:

 

The Office for Counterparty for the Transaction is: Racine, Wisconsin

 

The Office for BMO for the Transaction is: Toronto, Ontario

 

6.

Representations and Warranties:

 

Each party will be deemed to represent to the other party on the Trade Date of this Transaction that (in the absence of a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction):

 

(a)Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction.

 

 

 

 

(b)Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction.

 

(c)Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of this Transaction.

 

7.

Payee Tax Representation:

Each payment received or to be received by BMO in connection with the Swap Transaction will be effectively connected with BMO's conduct of a trade or business in the United States of America.

 

8.

Documents to be Delivered:

 

Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence of the specimen signature and incumbency of each person who is executing the Confirmation on the party's behalf, unless such evidence has previously been supplied in connection with the Agreement and remains true and in effect.

 

9.

Counterparts:

 

This Confirmation may be executed in one or more counterparts, either in original or facsimile form, each of which shall constitute one and the same original agreement.

 

 

***

 

The parties hereby confirm their express wish that this document and all documents and agreements directly or indirectly related thereto be drawn up and executed in English. Les parties aux présentes reconnaissent qu'à leur demande le présent document ainsi que tous les documents et conventions qui s'y rattachent directement ou indirectement sont rédigés et signés en langue anglaise.

 

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us using the contact details set forth above.

 

 

 

 

In the event that you disagree with any part of this Confirmation, please notify us promptly via the contact details above so that the discrepancy may be resolved. Please note that our telephone conversation with you may be recorded.

 

BMO confirms and Counterparty acknowledges that BMO uses a computer-based system to execute and transmit Confirmations. The parties hereby acknowledge and accept the use and validity of Confirmations which have been executed by means of an electronically-produced signature, and which have been transmitted and reproduced by telecopier or similar device. The parties acknowledge that in any legal proceedings between them or in any way relating to this Confirmation, each hereby expressly waives any right to raise any defence or waiver of liability based upon the reproduction of this document by telecopier for evidentiary purposes, or the execution of this document by means of an electronically produced signature.

 

 

 

 

Yours sincerely,

 

 

BANK OF MONTREAL

 

 

 

By: /s/ Tushar Parikh

 

Name: Tushar Parikh
Title: Sr. Manager

 

 

 

Confirmed as of the date first above written:

 

Twin Disc, Incorporated

 

 

By:     /s/ Jeffrey S. Knutson                                                    

(Signature)

 

Name: Jeffrey S. Knutson                                                

(Please Print)

 

Title:   VP-Finance, CFO, Treasurer & Secretary                   

 

By:                                                                                             

(Signature)

 

Name:                                                                                        

(Please Print)

 

Title:                                                                                           

 

 

(I/we have authority to bind Counterparty)

 

 

 

 

Floating Rate Payer Notional Schedule

 

Period Begin

Period End

Days

Payment Date

Notional Amount

April 30, 2019

Mary 31, 2019

31

May 31, 2019

20,000,000.00

May 31, 2019

June 28, 2019

28

June 28, 2019

20,000,000.00

June 28, 2019

July 31, 2019

33

July 31, 2019

19,500,000.00

July 31, 2019

August 30, 2019

30

August 30, 2019

19,500,000.00

August 30, 2019

September 30, 2019

31

September 30, 2019

19,500,000.00

September 30, 2019

October 31, 2019

31

October 31, 2019

19,000,000.00

October 31, 2019

November 29, 2019

29

November 29, 2019

19,000,000.00

November 29, 2019

December 31, 2019

32

December 31, 2019

19,000,000.00

December 31, 2019

January 21, 2020

31

January 31, 2020

18,500,000.00

January 31, 2020

February 28, 2020

28

February 28, 2020

18,500,000.00

February 28, 2020

March 31, 2020

32

March 31, 2020

18,500,000.00

March 31, 2020

April 30, 2020

30

April 30, 2020

18,000,000.00

April 30, 2020

May 29, 2020

29

May 29, 2020

18,000,000.00

May 29, 2020

June 30, 2020

32

June 30, 2020

18,000,000.00

June 30, 2020

July 31, 2020

31

July 31, 2020

17,500,000.00

July 31, 2020

August 28, 2020

28

August 28, 2020

17,500,000.00

August 28, 2020

September 30, 2020

33

September 30, 2020

17,500,000.00

September 30, 2020

October 30, 2020

30

October 30, 2020

17,000,000.00

October 30, 2020

November 30, 2020

31

November 30, 2020

17,000,000.00

November 30, 2020

December 31, 2020

31

December 31, 2020

17,000,000.00

December 31, 2020

January 29, 2021

29

January 29, 2021

16,500,000.00

January 29, 2021

February 26, 2021

28

February 26, 2021

16,500,000.00

February 26, 2021

March 31, 2021

33

March 31, 2021

16,500,000.00

March 31, 2021

April 30, 2021

30

April 30, 2021

16,000,000.00

April 30, 2021

May 28, 2021

28

May 28, 2021

16,000,000.00

May 28, 2021

June 30, 2021

33

June 30, 2021

16,000,000.00

June 30, 2021

July 30, 2021

30

July 30, 2021

15,500,000.00

July 30, 2021

August 31, 2021

32

August 31, 2021

15,500,000.00

August 31, 2021

September 30, 2021

30

September 30, 2021

15,500,000.00

September 30, 2021

October 29, 2021

29

October 29, 2021

15,000,000.00

October 29, 2021

November 30, 2021

32

November 30, 2021

15,000,000.00

November 30, 2021

December 31, 2021

31

December 31, 2021

15,000,000.00

December 31, 2021

January 31, 2022

31

January 31, 2022

14,500,000.00

January 31, 2022

February 28, 2022

28

February 28, 2022

14,500,000.00

February 28, 2022

March 31, 2022

31

March 31, 2022

14,500,000.00

March 31, 2022

April 29, 2022

29

April 29, 2022

14,000,000.00

April 29, 2022

May 31, 2022

32

May 31, 2022

14,000,000.00

May 31, 2022

June 30, 2022

30

June 30, 2022

14,000,000.00

June 30, 2022

July 29, 2022

29

July 29, 2022

13,500,000.00

July 29, 2022

August 31, 2022

33

August 21, 2022

13,500,000.00

August 31, 2022

September 30, 2022

30

September 30, 2022

13,500,000.00

September 30, 2022

October 31, 2022

31

October 21, 2022

13,000,000.00

October 31, 2022

November 30, 2022

30

November 30, 2022

13,000,000.00

 

 

 

 

November 30, 2022

December 30, 2022

30

December 30, 2022

13,000,000.00

December 30, 2022

January 31, 2023

32

January 31, 2023

12,500,000.00

January 31, 2023

February 28, 2023

28

February 28, 2023

12,500,000.00

February 28, 2023

March 31, 2023

31

March 31, 2023

12,500,000.00

March 31, 2023

April 28, 2023

28

April 28, 2023

12,000,000.00

April 28, 2023

May 31, 2023

33

May 31, 2023

12,000,000.00

May 31, 2023

June 30, 2023

30

June 30, 2023

12,000,000.00

June 30, 2023

July 31, 2023

31

July 31, 2023

11,500,000.00

July 31, 2023

August 31, 2023

31

August 31, 2023

11,500,000.00

August 31, 2023

September 29, 2023

29

September 29, 2023

11,500,000.00

September 29, 2023

October 31, 2023

32

October 31, 2023

11,000,000.00

October 31, 2023

November 30, 2023

30

November 30, 2023

11,000,000.00

November 30, 2023

December 29, 2023

29

December 29, 2023

11,000,000.00

December 29, 2023

January 31, 2024

33

January 31, 2024

10,500,000.00

January 31, 2024

February 29, 2024

29

February 29, 2024

10,500,000.00

February 29, 2024

March 28, 2024

28

March 28, 2024

10,500,000.00

March 28, 2024

April 30, 2024

33

April 30, 2024

10,000,000.00

April 30, 2024

May 31, 2024

31

May 31, 2024

10,000,000.00

May 31, 2024

June 28, 2024

28

June 28, 2024

10,000,000.00

June 28, 2024

July 31, 2024

33

July 31, 2024

9,500,000.00

July 31, 2024

August 30, 2024

30

August 30, 2024

9,500,000.00

August 30, 2024

September 30, 2024

31

September 30, 2024

9,500,000.00

September 30, 2024

October 31, 2024

31

October 31, 2024

9,000,000.00

October 31, 2024

November 29, 2024

29

November 29, 2024

9,000,000.00

November 29, 2024

December 31, 2024

32

December 31, 2024

9,000,000.00

December 31, 2024

January 31, 2025

31

January 31, 2025

8,500,000.00

January 31, 2025

February 28, 2025

28

February 28, 2025

8,500,000.00

February 28, 2025

March 31, 2025

31

March 31, 2025

8,500,000.00

March 31, 2025

April 30, 2025

30

April 30, 2025

8,000,000.00

April 30, 2025

May 30, 2025

30

May 30, 2025

8,000,000.00

May 30, 2025

June 30, 2025

31

June 30, 2025

8,000,000.00

June 30, 2025

July 31, 2025

31

July 31, 2025

7,500,000.00

July 31, 2025

August 29, 2025

29

August 29, 2025

7,500,000.00

August 29, 2025

September 30, 2025

32

September 30, 2025

7,500,000.00

September 30, 2025

October 31, 2025

31

October 31, 2025

7,000,000.00

October 31, 2025

November 28, 2025

28

November 28, 2025

7,000,000.00

November 28, 2025

December 31, 2025

33

December 31, 2025

7,000,000.00

December 31, 2025

January 30, 2026

30

January 30, 2026

6,500,000.00

January 30, 2026

February 27, 2026

28

February 27, 2026

6,500,000.00

February 27, 2026

March 04, 2026

5

March 4, 2026

6,500,000.00

 

 

 

 

Fixed Rate Payer Notional Schedule

 

Period Begin

Period End

Days

Payment Date

Notional Amount

Rate %

April 30, 2019

Mary 31, 2019

31

May 31, 2019

20,000,000.00

2.49

May 31, 2019

June 28, 2019

28

June 28, 2019

20,000,000.00

2.49

June 28, 2019

July 31, 2019

33

July 31, 2019

19,500,000.00

2.49

July 31, 2019

August 30, 2019

30

August 30, 2019

19,500,000.00

2.49

August 30, 2019

September 30, 2019

31

September 30, 2019

19,500,000.00

2.49

September 30, 2019

October 31, 2019

31

October 31, 2019

19,000,000.00

2.49

October 31, 2019

November 29, 2019

29

November 29, 2019

19,000,000.00

2.49

November 29, 2019

December 31, 2019

32

December 31, 2019

19,000,000.00

2.49

December 31, 2019

January 21, 2020

31

January 31, 2020

18,500,000.00

2.49

January 31, 2020

February 28, 2020

28

February 28, 2020

18,500,000.00

2.49

February 28, 2020

March 31, 2020

32

March 31, 2020

18,500,000.00

2.49

March 31, 2020

April 30, 2020

30

April 30, 2020

18,000,000.00

2.49

April 30, 2020

May 29, 2020

29

May 29, 2020

18,000,000.00

2.49

May 29, 2020

June 30, 2020

32

June 30, 2020

18,000,000.00

2.49

June 30, 2020

July 31, 2020

31

July 31, 2020

17,500,000.00

2.49

July 31, 2020

August 28, 2020

28

August 28, 2020

17,500,000.00

2.49

August 28, 2020

September 30, 2020

33

September 30, 2020

17,500,000.00

2.49

September 30, 2020

October 30, 2020

30

October 30, 2020

17,000,000.00

2.49

October 30, 2020

November 30, 2020

31

November 30, 2020

17,000,000.00

2.49

November 30, 2020

December 31, 2020

31

December 31, 2020

17,000,000.00

2.49

December 31, 2020

January 29, 2021

29

January 29, 2021

16,500,000.00

2.49

January 29, 2021

February 26, 2021

28

February 26, 2021

16,500,000.00

2.49

February 26, 2021

March 31, 2021

33

March 31, 2021

16,500,000.00

2.49

March 31, 2021

April 30, 2021

30

April 30, 2021

16,000,000.00

2.49

April 30, 2021

May 28, 2021

28

May 28, 2021

16,000,000.00

2.49

May 28, 2021

June 30, 2021

33

June 30, 2021

16,000,000.00

2.49

June 30, 2021

July 30, 2021

30

July 30, 2021

15,500,000.00

2.49

July 30, 2021

August 31, 2021

32

August 31, 2021

15,500,000.00

2.49

August 31, 2021

September 30, 2021

30

September 30, 2021

15,500,000.00

2.49

September 30, 2021

October 29, 2021

29

October 29, 2021

15,000,000.00

2.49

October 29, 2021

November 30, 2021

32

November 30, 2021

15,000,000.00

2.49

 

 

 

 

November 30, 2021

December 31, 2021

31

December 31, 2021

15,000,000.00

2.49

December 31, 2021

January 31, 2022

31

January 31, 2022

14,500,000.00

2.49

January 31, 2022

February 28, 2022

28

February 28, 2022

14,500,000.00

2.49

February 28, 2022

March 31, 2022

31

March 31, 2022

14,500,000.00

2.49

March 31, 2022

April 29, 2022

29

April 29, 2022

14,000,000.00

2.49

April 29, 2022

May 31, 2022

32

May 31, 2022

14,000,000.00

2.49

May 31, 2022

June 30, 2022

30

June 30, 2022

14,000,000.00

2.49

June 30, 2022

July 29, 2022

29

July 29, 2022

13,500,000.00

2.49

July 29, 2022

August 31, 2022

33

August 21, 2022

13,500,000.00

2.49

August 31, 2022

September 30, 2022

30

September 30, 2022

13,500,000.00

2.49

September 30, 2022

October 31, 2022

31

October 21, 2022

13,000,000.00

2.49

October 31, 2022

November 30, 2022

30

November 30, 2022

13,000,000.00

2.49

November 30, 2022

December 30, 2022

30

December 30, 2022

13,000,000.00

2.49

December 30, 2022

January 31, 2023

32

January 31, 2023

12,500,000.00

2.49

January 31, 2023

February 28, 2023

28

February 28, 2023

12,500,000.00

2.49

February 28, 2023

March 31, 2023

31

March 31, 2023

12,500,000.00

2.49

March 31, 2023

April 28, 2023

28

April 28, 2023

12,000,000.00

2.49

April 28, 2023

May 31, 2023

33

May 31, 2023

12,000,000.00

2.49

May 31, 2023

June 30, 2023

30

June 30, 2023

12,000,000.00

2.49

June 30, 2023

July 31, 2023

31

July 31, 2023

11,500,000.00

2.49

July 31, 2023

August 31, 2023

31

August 31, 2023

11,500,000.00

2.49

August 31, 2023

September 29, 2023

29

September 29, 2023

11,500,000.00

2.49

September 29, 2023

October 31, 2023

32

October 31, 2023

11,000,000.00

2.49

October 31, 2023

November 30, 2023

30

November 30, 2023

11,000,000.00

2.49

November 30, 2023

December 29, 2023

29

December 29, 2023

11,000,000.00

2.49

December 29, 2023

January 31, 2024

33

January 31, 2024

10,500,000.00

2.49

January 31, 2024

February 29, 2024

29

February 29, 2024

10,500,000.00

2.49

February 29, 2024

March 28, 2024

28

March 28, 2024

10,500,000.00

2.49

March 28, 2024

April 30, 2024

33

April 30, 2024

10,000,000.00

2.49

April 30, 2024

May 31, 2024

31

May 31, 2024

10,000,000.00

2.49

May 31, 2024

June 28, 2024

28

June 28, 2024

10,000,000.00

2.49

June 28, 2024

July 31, 2024

33

July 31, 2024

9,500,000.00

2.49

July 31, 2024

August 30, 2024

30

August 30, 2024

9,500,000.00

2.49

August 30, 2024

September 30, 2024

31

September 30, 2024

9,500,000.00

2.49

September 30, 2024

October 31, 2024

31

October 31, 2024

9,000,000.00

2.49

October 31, 2024

November 29, 2024

29

November 29, 2024

9,000,000.00

2.49

November 29, 2024

December 31, 2024

32

December 31, 2024

9,000,000.00

2.49

December 31, 2024

January 31, 2025

31

January 31, 2025

8,500,000.00

2.49

 

 

 

 

January 31, 2025

February 28, 2025

28

February 28, 2025

8,500,000.00

2.49

February 28, 2025

March 31, 2025

31

March 31, 2025

8,500,000.00

2.49

March 31, 2025

April 30, 2025

30

April 30, 2025

8,000,000.00

2.49

April 30, 2025

May 30, 2025

30

May 30, 2025

8,000,000.00

2.49

May 30, 2025

June 30, 2025

31

June 30, 2025

8,000,000.00

2.49

June 30, 2025

July 31, 2025

31

July 31, 2025

7,500,000.00

2.49

July 31, 2025

August 29, 2025

29

August 29, 2025

7,500,000.00

2.49

August 29, 2025

September 30, 2025

32

September 30, 2025

7,500,000.00

2.49

September 30, 2025

October 31, 2025

31

October 31, 2025

7,000,000.00

2.49

October 31, 2025

November 28, 2025

28

November 28, 2025

7,000,000.00

2.49

November 28, 2025

December 31, 2025

33

December 31, 2025

7,000,000.00

2.49

December 31, 2025

January 30, 2026

30

January 30, 2026

6,500,000.00

2.49

January 30, 2026

February 27, 2026

28

February 27, 2026

6,500,000.00

2.49

February 27, 2026

March 04, 2026

5

March 4, 2026

6,500,000.00

2.49