EXHIBIT 10.9
KEYBANK NATIONAL ASSOCIATION
CONFIRMATION
Date: December 30, 1997
To: Vicon Industries, Inc
John Badke
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 ("Key")
and Vicon Industries, 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.
This Confirmation replaces that certain Confirmation with a Notional Amount of
$2,512,000 dated December 29, 1997 between Key and Counterparty.
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 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doctrine, provided that this provision will be superseded by any choice of law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.
Vicon Industries, Inc
Confirmation - Page 2
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: $2,512,000 Amortizing per Schedule A
Trade Date: December 30, 1997
Effective Date: February 1, 1998
Termination Date: February 1, 2008
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Dates: The first day of each
month commencing with March
1, 1998 through and including the
Termination Date, subject to
adjustment in accordance with the
Modified Following Business
Day Convention.
Fixed Rate: 7.79%
Fixed Rate Day
Count Fraction: Actual/360
Floating Amounts:
Floating Rate Payer: Key
Floating Rate Payer
Payment Dates: The first day of each month
commencing with March 1, 1998
through and including the
Termination Date, subject to
adjustment in accordance with the
Modified Following Business
Day Convention.
Vicon Industries, Inc
Confirmation - Page 3
Floating Rate Option: Prime-H.15, Weighted Average
Reset Dates: Daily
Spread: minus 1.35%
Floating Rate Day
Count Fraction: Actual/360
Calculation Agent: KeyBank National Association
Payment Instructions: NY Acct # 323680013097
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: ______________________
Jodie Howe
Accepted and Confirmed as
of the Trade Date:
VICON INDUSTRIES, INC.
By: _____________________
Kenneth M. Darby
Vicon Industries, Inc
Confirmation - Page 4
Schedule A
$2,512,000 Amortizing principal as follows:
Each Payment Date March 1, 1998 through February 1, 1999 $ 7,700
Each Payment Date March 1, 1999 through February 1, 2000 $ 8,300
Each Payment Date March 1, 2000 through February 1, 2001 $ 9,000
Each Payment Date March 1, 2001 through February 1, 2002 $ 9,700
Each Payment Date March 1, 2002 through February 1, 2003 $ 10,500
Each Payment Date March 1, 2003 through February 1, 2004 $ 11,300
Each Payment Date March 1, 2004 through February 1, 2005 $ 12,200
Each Payment Date March 1, 2005 through February 1, 2006 $ 13,200
Each Payment Date March 1, 2006 through February 1, 2007 $ 14,300
Each Payment Date March 1, 2007 through January 1, 2008 $ 15,400
February 1, 2008 $ 1,188,200