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EXHIBIT 4.10
KEYBANK NATIONAL ASSOCIATION
CONFIRMATION
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Date: October 28, 1996
To: The Duriron Company, Inc.
Xxxx Xxxxx
From: KeyBank National Association
The purpose of this letter agreement is to set forth the terms and conditions of
the Swap Transaction entered into between KeyBank National Association
("KeyBank") and The Duriron Company, Inc. ("Counterparty") on the Trade Date
specified below (the "Swap Transaction"). This letter agreement constitutes a
"Confirmation" as referred to in the Swap Agreement Specified below.
1. The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swap Dealers Association, Inc.)
(the "Definitions") are incorporated into this Confirmation.
If you and we are parties to a Master Agreement that sets
forth the general terms and conditions applicable to Swap Transactions between
us (a "Swap Agreement"), this confirmation supplements, forms a part of, and is
subject to, such Swap Agreement. If you and we are not yet parties to a Swap
Agreement, this Confirmation will supplement, form a part of, and be subject to,
a Swap Agreement upon its execution and delivery by you and us. All provisions
contained or incorporated by reference in such Swap Agreement shall govern this
Confirmation except as expressly modified below. In the event of any
inconsistency between this Confirmation and the Definitions or the Swap
Agreement, this Confirmation will govern. In addition, if a Swap Agreement has
not been executed, this Confirmation will itself evidence a complete binding
agreement between you and us as to the terms and conditions of the Swap
Transaction to which this Confirmation relates.
This Confirmation will be governed by and construed in
accordance with the laws of the State of Ohio, without reference to choice of
law doctrine, provided that this provision will be superseded by any choice of
law provision in the Swap Agreement.
2.This Confirmation constitutes a Rate Swap Transaction under the Swap
Agreement and the terms of the Rate Swap Transaction to which this Confirmation
relates are as follows:
Notional Amount: $25,000,000
Trade Date: October 28, 1996
Effective Date: December 2, 1996
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The Duriron Company, Inc.
Confirmation - Page 2
Termination Date: December 1, 2006
Amortization: None
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Dates: Each March 1, June 1, September 1, and
December 1 commencing with March 1,
1997 through and including the
Termination Date, subject to adjustment
in accordance with the Modified
Following Business Day Convention.
Fixed Rate: 6.7308%
Fixed Rate Day
Count Fraction: Actual/360
Floating Amounts:
Floating Rate Payer: KeyBank
Floating Rate Payer
Payment Dates: Each March 1, June 1, September 1, and
December 1, commencing with March 1,
1997 through and including the
Termination Date, 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
Designated Maturity: 3-month
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The Duriron Company, Inc.
Confirmation - Page 3
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Reset Dates: The first day of each Floating Rate
Payer Calculation Period
Calculation Agent: KeyBank National Association
Payment Instructions: Please Provide
Please confirm 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.
Very truly yours,
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
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Accepted and Confirmed as
of the Trade Date:
THE DURIRON COMPANY, INC.
By: /s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Treasurer 10/28/96
