EXHIBIT 10.28
KEYBANK NATIONAL ASSOCIATION
CONFIRMATION
To: VICON INDUSTRIES INC.
00 XXXXX XXXXX
HAUPPAUGE, NEW YORK 11788
Attn: XXXX XXXXX
Fax: 000-000-0000
Duplicate
Confirm to:
Client ID: 01622BEITZEL
From: KEYBANK NATIONAL ASSOCIATION
Date: 09-Sep-98
Our Ref: 29676
The purpose of this letter agreement is to set forth the terms and conditions
of the Swap Transaction entered into between KEYBANK NATIONAL ASSOCIATION and
VICON INDUSTRIES INC 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 definintions 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 New York, 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provided that this provision will be superseded by any choice of law provision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:
VICON INDUSTRIES INC
Our Ref: 29676
--------------
Notional Amount: $4,425,000.00 USD Amortizing $75,000.00 per month
Trade Date: 09-Sep-98
Effective Date: 11-Sep-98
Termination Date: 01-Aug-03
Fixed Amounts:
Fixed Rate Payer: VICON INDUSTRIES INC
Fixed Rate Payer Commencing 01-Oct-98 and monthly thereafter on
Payment Dates: the 1st calendar day of the month up to and
including the Termination Date, subject to
adjustment in accordance with Following Business
Day Convention.
Period End Dates: 1st of each month commencing 01-Oct-98.
Fixed Rate: 6.7400%
Fixed Rate Day
Count Fraction: Act/360
Floating Amounts:
Floating Rate Payer: KEYBANK NATIONAL ASSOCIATION
Floating Rate Payer Commencing 01-Oct-98 and monthly thereafter on
Payment Dates: the 1st calendar day of the month up to and
including the Termination Date, subject to
adjustment in accordance with Following Business
Day Convention.
Period End Dates: 1st of each month commencing 01-Oct-98.
Floating Rate for
Initial Calculation
Period: To Be Determined
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1-Month
Spread: 1.0000%
Floating Rate Day
Count Fraction: Act/360
Reset Dates: The first day of each Floating Rate Payer
Calculation Period.
VICON INDUSTRIES INC
Our Ref: 29676
--------------
Calculation Agent: KEYBANK NATIONAL ASSOCIATION
Other Terms
and Conditions: None
Payment Method: DDA
Please pay us at: KEYBANK NATIONAL ASSOCIATION
WE DEBIT YOUR A/C #000000000000
We will pay you at: KEYBANK NATIONAL ASSOCIATION
WE CREDIT YOUR A/C #000000000000
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.
Regards,
KEYBANK NATIONAL ASSOCICATION
By:
Name: Xxxx X Xxxx
Accepted and Confirmed as
of the Trade Date:
VICON INDUSTRIES INC
Name: Xxxx X. Xxxxx
