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$13,195,000.00
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Omaha, Nebraska
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December 27, 2006
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FOR VALUE
RECEIVED, the undersigned LINDSAY ITALIA, S.r.l.
(“Borrower”) promises to pay to the order of WELLS
FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office
at 1919 Douglas Street, (1 st Floor) Omaha, Nebraska, 68102 or at such other
place as the holder hereof may designate, in lawful money of the
United States of America and in immediately available funds, the
principal sum of Thirteen Million One Hundred Ninety-Five Thousand
and 00/100 Dollars ($13,195,000.00), with interest thereon as set
forth herein.
As used herein,
the following terms shall have the meanings set forth after each,
and any other term defined in this Note shall have the meaning set
forth at the place defined:
(a) “Business
Day” means any day except a Saturday, Sunday or any other day
on which commercial banks in Nebraska are authorized or required by
law to close.
(b) “Fixed
Rate Term” means a period of 3 months, as designated by
Borrower, during which the entire outstanding principal balance of
this Note bears interest determined in relation to LIBOR, with the
understanding that (i) the initial Fixed Rate Term shall
commence on the date this Note is disbursed, (ii) each
successive Fixed Rate Term shall commence automatically, and
without notice to or consent from Borrower, on the first Business
Day following the date on which the immediately preceding Fixed
Rate Term matures, and (iii) if, on the first Business Day of
the last Fixed Rate Term applicable hereto the remaining term of
this Note is less than 3 months, said Fixed Rate Term shall be
in effect only until the scheduled maturity date hereof. If any
Fixed Rate Term would end on a day which is not a Business Day,
then such Fixed Rate Term shall be extended to the next succeeding
Business Day.
(c) “LIBOR”
means the rate per annum and determined pursuant to the following
formula:
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LIBOR
=
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Base LIBOR
100% — LIBOR Reserve
Percentage
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(i)
“Base LIBOR” means the rate per annum for United States
dollar deposits quoted by Bank as the Inter-Bank Market Offered
Rate, with the understanding that such rate is quoted by Bank for
the purpose of calculating effective rates of interest for loans
making reference thereto, on the first day of a Fixed Rate Term for
delivery of funds on said date for a period of time approximately
equal to the number of days in such Fixed Rate Term and in
an
amount
approximately equal to the principal amount to which such Fixed
Rate Term applies. Borrower understands and agrees that Bank may
base its quotation of the Inter-Bank Market Offered Rate upon such
offers or other market indicators of the Inter-Bank Market as Bank
in its discretion deems appropriate including, but not limited to,
the rate offered for U.S. dollar deposits on the London Inter-Bank
Market.
(ii)
“LIBOR Reserve Percentage” means the reserve percentage
prescribed by the Board of Governors of the Federal Reserve System
(or any successor) for “Eurocurrency Liabilities” (as
defined in Regulation D of the Federal Reserve Board, as
amended), adjusted by Bank for actual changes in such reserve
percentage during the applicable Fixed Rate Term.
(d) “Prime
Rate” means at any time the rate of interest most recently
announced by Bank at its principal office as its Prime Rate, with
the understanding that the Prime Rate is one of Bank’s base
rates and serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto,
and is evidenced by the recording thereof after its announcement in
such internal publication or publications as Bank may
designate.
(a)
Interest . The outstanding principal balance of this Note
shall bear interest (computed on the basis of a 360-day year,
actual days elapsed) during a Fixed Rate Term at a fixed rate per
annum determined by Bank to be one half percent (0.50%) above LIBOR
in effect on the first day of each Fixed Rate Term. With respect to
each Fixed Rate Term hereunder, Bank is hereby authorized to note
the date and interest rate applicable thereto and any payments made
thereon on Bank’s books and records (either manually or by
electronic entry) and/or on any schedule attached to this Note,
which notations shall be prima facie evidence of the accuracy of
the information noted.
(b) Taxes
and Regulatory Costs . Borrower shall pay to Bank immediately
upon demand, in addition to any other amounts due or to become due
hereunder, any and all (i) withholdings, interest equalization
taxes, stamp taxes or other taxes (except income and franchise
taxes) imposed by any domestic or foreign governmental authority
and related in any manner to LIBOR, and (ii) future, supplemental,
emergency or other changes
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