AMENDMENT NO. 1 TO
THE CREDIT AGREEMENT
Amendment No. 1 to the Credit Agreement ("Amendment") between
Vicon Industries, Inc., 00 Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000
("Borrower") and KeyBank National Association, ("KeyBank"). This Amendment
is between Borrower and Washington Mutual Bank, FA, 0000 Xxxxx Xxxxxxx,
Xxxxxxxx, Xxx Xxxx 00000 (the "Bank"), the successor to KeyBank and to The
Dime Savings Bank of New York, FSB.
RECITALS:
Borrower and KeyBank entered in a Credit Agreement, dated July 20,
1998, (the "Credit Agreement").
Borrower desires to extend the maturity date of the Revolving Credit
Loans and to amend certain financial covenants set forth in the Credit
Agreement. The Bank has agreed to do so, but only on the condition that the
Credit Agreement is amended as set forth herein, and that Borrower and the
Subsidiaries enter into the other agreements provided for herein.
Accordingly, parties hereby amend the Credit Agreement on the terms
and conditions set forth and agree as follows:
ARTICLE 1
AMENDMENTS TO CREDIT AGREEMENT.
Section 1.1. General. Capitalized words and phrases used herein
which are not defined in this Amendment shall have the meanings given to them in
the Credit Agreement. This Amendment constitutes an amendment to the Credit
Agreement and shall not be construed in any way as a replacement or substitution
therefor. All of the terms and provisions of this Amendment are hereby
incorporated by reference into the Credit Agreement as if such terms were set
forth in full therein.
Section 1.2. Amendments to Definitions. (a) Section 1.01 of the
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Credit Agreement is amended by adding the following definitions:
"Current Assets" means all amounts that would, in accordance with
GAAP, be included under current assets on the combined consolidated balance
sheets of Borrower and each of its Subsidiaries.
"Guaranty Confirmation" means the Guaranty confirmation in the
form annexed to this Amendment No. 1 as Exhibit B.
"Security Agreement" means the Security Agreement in the form
annexed to this Amendment No. 1 as Exhibit C.
(b) Section 1.01 of the Credit Agreement is hereby amended by
deleting the existing definitions for the terms set forth below and replacing
them with the following:
"Bank" means Washington Mutual Bank, FA and its successors and
assigns.
"Current Debt" means, on the date of determination with respect to
any Person, that portion of such Person's long term debt, including Capital
Leases and the outstanding principal balance of the Term Loan, that is due and
payable within the next 12 months. For purposes of the financial covenants
contained in Section 10.05 of the Credit Agreement, as amended hereby, Current
Debt shall include all Revolving Credit Loans.
"Guarantors" mean Vicon Industries International Sales Corp.,
Vicon Industries Foreign Sales Corp., Telesite USA, Inc., Q. S. R. Ltd.,
Vicon Industries Limited. and Vicon Industries (H.K.), Ltd., and each future
Subsidiary which is required to become a party to the Guaranty in accordance
with Section 9.10 of the Credit Agreement.
"Loan Documents" means the Credit Agreement, the Notes, the
Guaranty, the Guaranty Confirmation, the Security Agreement, and all other
documents or instruments executed in connection herewith or therewith.
"Net Income" means, with respect to any Person for any period,
such Person's net income after taxes for such period as reflected on such
Person's financial statements, excluding income from capital gain, and in
Borrower's case, excluding expense associated with a consulting payment
involving Q. S. R. Ltd.. not exceeding $710,000 in the aggregate (the Q.S.R.
Consulting Expense").
"Revolving Credit Commitment" means the obligation of the Bank to
extend revolving credit to Borrower in accordance with the terms of the Credit
Agreement in the aggregate principal amount not to exceed $5,000,000.
"Revolving Credit Note" means a promissory note of Borrower in the
form annexed to this Amendment No. 1 as Exhibit A, evidencing the Revolving
Credit Loans made by the Bank to Borrower pursuant to the Credit Agreement.
"Revolving Credit Termination Date" means July 31, 2004.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to the Bank as follows:
Section 2.1. Confirm Warranties and Representations. Borrower confirms
that each of the representations and warranties set forth in Article 7 of the
Credit Agreement is true in all material respects as of the date hereof with
respect to Borrower and, to the extent applicable, the Guarantors, with the same
effect as though made on the date hereof (except when such representation or
warranty by its terms relates to a specific date other than the date hereof),
except that Schedules I, II, III and V to the Credit Agreement are updated as of
the date hereof and annexed hereto. Each such warranty and representation is
hereby incorporated herein in full by reference as if fully restated in its
entirety. Since September 30, 2001, there has been no material adverse change in
the business, operations, assets or financial or other condition of Borrower, or
of Borrower and the Guarantors, except as disclosed in Borrower's projections
delivered to the Bank in connection with its approval of this Amendment.
Section 2.2. No Default. No Default or Event of Default now exists
under the Credit Agreement, as amended hereby.
Section 2.3. Corporate Power. Borrower and each Guarantor has the
requisite corporate power and authority to enter into, perform and deliver this
Amendment and any other documents, instruments, agreements or other writings to
be delivered in connection herewith. This Amendment, and all documents
contemplated hereby or delivered in connection herewith, have each been duly
authorized, executed and delivered and the transactions contemplated herein have
been duly authorized by all necessary action.
Section 2.4. Enforceability. This Amendment and any other documents,
agreements or instruments now or hereafter executed and delivered to the Bank by
Borrower in connection herewith constitute (or shall, when delivered,
constitute) valid and legally binding obligations of Borrower, each of which is
and shall be enforceable against Borrower in accordance with their respective
terms.
Section 2.5. Consents. No consent, waiver or approval of any entity is or
will be required in connection with the execution, delivery, performance,
validity or enforcement or priority of this Amendment, or any other agreements,
instruments or documents to be executed or delivered in connection herewith.
Section 2.6. No Omission. No representation, warranty or statement by
Borrower contained herein or in any other document to be furnished by Borrower
in connection herewith contains, or at the time of delivery shall contain, any
untrue statement of material fact, or omits or at the time of delivery shall
omit to state a material fact necessary to make such representation, warranty or
statement not misleading.
ARTICLE 3
CONDITIONS
Section 3.1. Conditions to Effectiveness. This Amendment shall
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become effective only upon satisfaction of the following conditions precedent:
(a) The Bank shall have received each of the following documents, in
form and substance reasonably satisfactory to the Bank and its counsel:
(i) this Amendment, duly executed by Borrower;
(ii) copies of resolutions of Borrower's Board of Directors
authorizing the execution, delivery and performance of this Amendment, the
Security Agreement, and each other document to be delivered pursuant to this
Amendment, together with a certificate of Borrower's secretary certifying as to
the accuracy of articles of incorporation and the by-laws of Borrower;
(iii) copies of resolutions of Guarantors' Board of Directors
authorizing the execution, delivery and performance of this Amendment, and where
applicable, the Guaranty, the Guaranty Confirmation and the Security Agreement,
and each other document to be delivered pursuant to this Amendment, together
with a certificate and officer of such Guarantor certifying as the accuracy of
the articles of incorporation and the by-laws of each such Guarantor;
(iv) The Security Agreement duly executed by Borrower and
each Domestic Subsidiary;
(v) the Guaranty Confirmation or the Guaranty, as
applicable, duly executed by the Guarantors, as required;
(vi) the Revolving Credit Note, duly executed by Borrower;
(vii) the legal opinion of counsel for Borrower and the Guarantors;
(viii) satisfactory evidence that Borrower and the Guarantors
are duly organized, validly existing and in good standing under the laws of
their respective jurisdictions of incorporation and each other jurisdiction
where qualification is necessary;
(ix) evidence that Borrower has obtained the insurance
required under the Security Agreement; and
(x) such other documents, instruments, approvals, opinions and
evidence as the Bank may reasonably require.
(b) Borrower shall have paid the Bank a fee of $10,000 and the fees
and expenses of the Bank's counsel in connection with the preparation, execution
and delivery of this Amendment and the other documents referred to herein.
(c) Borrower and the Guarantors shall obtain all consents, permits
and approvals required in connection with the execution, delivery and
performance by Borrower and the Guarantors of their obligations hereunder and
such consents, permits and approvals shall continue in full force and effect.
(d) All legal matters in connection with this Amendment and
financing shall be reasonably satisfactory to the Bank and their counsel.
ARTICLE 4
SPECIFIC AMENDMENTS
Section 4.1. Use of Proceeds. Sections 2.03(a) and 2.08(a)
of the Credit Agree-ment are deleted. Section 2.03(a) is replaced with the
following:
"Borrower shall use the proceeds of the Revolving Credit Loans for
general working capital purposes and letters of credit and no other purpose.
Borrower may not advance any proceeds from a Revolving Credit Loan to any
Subsidiary or Affiliate unless it is a Guarantor."
Section 4.2. Interest on Revolving Credit Loans. The first sentence
of Section 2.05(a) of the Credit Agreement is amended to delete the words "minus
a margin of 200 basis points" and the comma proceeding them. The first sentence
of Section 2.05(b) of the Credit Agreement is amended and the words "a margin of
90 basis points" are replaced with the phrase "a margin of 190 basis points."
Section 4.3. Changes of Commitment. Section 2.06(a) of the
Credit Agreement is deleted and now reads as follows in its entirety:
"The Revolving Credit Commitment is limited to a maximum of
$5,000,000."
Section 4.4. Facility Fee. The words "Facility Fee equal to ten
basis points" in the second sentence of Section 2.11 of the Credit Agreement are
replaced with the phrase "Facility Fee equal to 15 basis points."
Section 4.5. Security Agreement. The following provisions
are added as new Sections 8.12, 8.13 and 8.14 to the Credit Agreement:
Section 8.12 Collateral Audit. Furnish to the Bank, (a) on demand
after the occurrence of an Event of Default or (b) within 30 days following a
request therefor, no more than once a year so long as no Event of Default shall
have occurred, an annual audit of the Collateral (as defined in the Security
Agreement), in each case paid for by Borrower and conducted by an auditor
selected by the Bank, the results of which shall be satisfactory in all respects
to the Bank.
Section 8.13 Notice of Changes. Borrower will furnish the Bank
prompt written notice of any change in (a) the legal name of Borrower or of any
Guarantor, or any trade name used to identify it in the conduct of its business
or in the ownership of its properties, (b) the jurisdiction of organization or
the location of the chief executive office of Borrower or of any Guarantor, its
principal place of business, any office in which it maintains its books or
records or records relating to Collateral owned or held by it or on its behalf
or any office or facility at which Collateral owned or held by it or on its
behalf is located (including the establishment of any such new office or
facility), (c) the identity or organizational structure of Borrower or of any
Guarantor or (d) the organizational identification number or the Federal
Taxpayer Identification Number of Borrower or of any Guarantor. Borrower shall
not effect or permit any change referred to in the foregoing sentence unless all
filings have been made under the Uniform Commercial Code or otherwise that are
required in order for the Bank to continue at all times following such change to
have a valid, legal and perfected security interest in all the Collateral.
Borrower shall promptly notify the Bank if any material portion of the
Collateral is damaged or destroyed.
Section 8.14 Further Assurances. (a) At Borrower's expense, Borrower shall
and cause each Subsidiary to execute any and all further documents, financing
statements, agreements and instruments, and take all such further actions
(including the filing and recording of financing statements, fixture filings and
other documents), that may be required under any applicable law, or which the
Bank may reasonably request, to effectuate the transactions contemplated by the
Loan Documents or to grant, preserve, protect or perfect the validity or
priority of the Liens created or intended to be created by the Security
Documents.
(b) If any material assets are acquired by Borrower or any Subsidiary
after the date hereof (other than assets constituting Collateral under the
Security Agreement that become subject to the Lien of the Security Agreement
upon acquisition thereof), Borrower shall notify the Bank, and, if requested,
Borrower at its expense will cause such assets to be subjected to a perfected
Lien in favor of the Bank.
Section 4.6. Re-Purchases of Borrower's Common Stock. Subsection (j)
which was added to Section 9.03 by letter amendment dated June 19, 2000, is
hereby deleted and replaced with the following:
"(j) Purchases of Borrower's common stock, in open market
transactions executed between February 15, 2002 and the Revolving Credit
Termination Date, having an aggregate value not to exceed $500,000.
Section 4.7. Acquisitions. Existing Section 9.07 of the
Credit Agreement is deleted, and replaced with the following:
"Make any Acquisition, unless the Person to be acquired is
primarily in the business of manufacturing or selling security, surveillance,
safety control or protection systems or system components, and the Bank has been
furnished with (a) such documents as are necessary in the Bank's discretion to
provide the Bank with a Guaranty of the Person to be acquired, (b) satisfactory
evidence that, the consideration paid or to be paid by Borrower or any
Subsidiary in connection with the proposed Acquisition, when aggregated with the
consideration paid or to be paid in connection with all other Acquisitions
consummated in any 12 month period, does not exceed $500,000 (c) satisfactory
evidence that the Acquisition involves a Person that has its principal business
operations in the United States and, if an entity, was formed under the laws of
a United States jurisdiction, (d) a certificate of the President or Chief
Financial Officer of Borrower certifying that no Default would occur as a result
of Borrower's making such Acquisition and (e) prior to completing such
Acquisition, financial statements of Borrower demonstrating compliance with the
covenants contained in Article 10, (i) on a pro forma basis at the time
immediately after the Acquisition and (ii) on a projected basis, for the four
fiscal quarters immediately following such Acquisition.
Section 4.8. Financial Covenants.
-------------------
(a) Sections 10.01 through 10.03 are hereby deleted from the
Credit Agreement and replaced with the following, effective as of December 31,
2001:
Section 10.01. Net Income and Loss. Borrower shall on a consolidated
basis (i) maintain a positive Net Income on a fiscal year basis for all fiscal
years after the year ending September 30, 2002, (ii) commencing with the two
fiscal quarters ending March 31, 2003, not have two consecutive fiscal quarters
in which it has net losses that total in excess of $500,000 and (iii)
commencing with the four fiscal quarters ending September 30, 2003, not have
four consecutive fiscal quarters in which it has net losses that total in
excess of $800,000. In addition, the maximum quarterly loss, before taxes,
without giving effect to any tax benefits and excluding the Q.S.R. Consulting
Expense, shall not exceed $1,200,000, and the maximum loss, before taxes,
without giving effect to any tax benefit and excluding the Q.S.R. Consulting
Expense, shall not exceed $2,100,000 at any time during year ending September
30, 2002.
Section 10.02 Maximum Liabilities to Worth Ratio. Borrower shall
maintain on a consolidated basis at all times a ratio of Total Liabilities
(other than Liabilities which are subordinated on terms satisfactory to the
Bank) to Tangible Net Worth of not more than 1.50:1.0.
Section 10.03 Capital Expenditures. The annual combined Capital
Expenditures of Borrower and its Subsidiaries shall not exceed $1,000,000
during the fiscal year ending September 30, 2002 or $1,200,000 for all fiscal
years thereafter.
Section 10.04 Debt Coverage Ratio. For periods after the fiscal year
ending September 30, 2002, Borrower shall maintain on a consolidated basis a
Debt Coverage Ratio, to be tested quarterly on a year to date basis through
September 30, 2003, and thereafter on a rolling four quarter basis, of (a) not
less than 1.10:1.0 through March 31, 2003 and (b) not less than 1.25:1.0
thereafter.
Section 10.05 Working Capital. During each fiscal quarter Borrower's
Current Assets, minus its Current Debt, on a consolidated basis, shall be not
less than $25,000,000.
(b) The last sentence of existing Section 10.04 is deleted,
and the Section is redesignated as Section 10.06.
Section 4.9. Events of Default. Existing Section 11.01(d) of
the Credit Agreement is deleted and replaced with the following:
(d) Borrower or any Guarantor shall fail to perform or observe any
term, covenant or agreement on its part to be performed or observed in any Loan
Document or the loan documents relating to the Mortgage Debt (as defined in the
Security Agreement) and such failure shall continue for 15 consecutive days.
ARTICLE 5
MISCELLANEOUS
Section 5.1. Counterparts. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument, and any party hereto may execute this Amendment by signing
any such counterpart.
Section 5.2. Credit Agreement. Except as specifically
amended hereby, the Credit Agreement shall remain in full force and effect in
accordance with its terms, unaffected by this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment.
Washington Mutual Bank, FA Vicon Industries, Inc.
By:_________________________ By:
---------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxx Xxxxx
Title: Vice President Title: Vice President, Finance
Date signed: February 12, 2002 Date signed: February 12, 2002
Exhibit B
Guarantor Confirmation Agreement
Guarantor Confirmation Agreement dated effective February 12,
2002 in favor of Washington Mutual Bank, FA, successor to The Dime Savings
Bank of New York, FSB and to KeyBank National Association (the "Bank"), given
by Vicon Industries International Sales Corp., Vicon Industries Foreign Sales
Corp. and TeleSite U.S.A., Inc. (the "Guarantors").
A. Vicon Industries, Inc. (the "Borrower") has on the date
hereof, executed and delivered to the Bank Amendment No. 1 to the Credit
Agreement dated July 20, 1998 between Borrower and the Bank (the "Credit
Agreement.
B. Pursuant to the Credit Agreement and in connection therewith,
each of the Guarantors executed and delivered to the Bank their respective
guaranties (the "Guaranties") under which each Guarantor guaranteed the
indebtedness, liabilities and obligations of the Borrower to the Bank under the
Credit Agreement and the Loan Documents referred to therein.
C. The Bank has asked each Guarantor to confirm to the Bank that its
respective guaranty applies to all of the Borrower's indebtedness, liabilities
and obligations to the Bank under the Credit Agreement, as amended.
Accordingly, each of the Guarantors jointly and severally confirms,
acknowledges and represents to the Bank as follows:
The Guaranties of each of the Guarantors are in full force and
effect in accordance with the terms thereof, and the Guaranties constitute a
legal, binding and unconditional guaranty by each of the Guarantors of the due
payment and performance by the Borrower of all the indebtedness, liabilities and
obligations of the Borrower to the Bank, whether now existing or hereafter
arising, including, without limitation, the indebtedness, liabilities and
obligations of the Borrower to the Bank under the Credit Agreement and the other
Loan Documents. All warranties and representations set forth in the Guaranties
respecting the Guarantors are true and correct and all covenants of Guarantors
described therein have been performed as of the date hereof.
IN WITNESS WHEREOF, each of the Guarantors has executed this
Guarantor Confirmation Agreement.
TeleSite U.S.A., Inc. Vicon Industries Foreign Sales Corp.
By:____________________________ By:______________________________
Name: Xxxx X. Xxxxx Name: Xxxx X. Xxxxx
Title: Treasurer Title: Treasurer
Vicon Industries International Sales Corp.
By:______________________________
Name: Xxxx X. Xxxxx
Title: Treasurer
Revolving Credit Note
$5,000,000 February 12, 2002
For value received, Vicon Industries, Inc. ("Borrower") promises to pay to
the order of Washington Mutual Bank, FA (the "Bank"), at the Bank's office at
0000 Xxxxx Xxxxxxx, Xxxxxxxx, Xxx Xxxx 00000, on or before July, 31 2004
("Maturity Date"), the principal amount of $5,000,000, or the actual amount
advanced by the Bank to Borrower pursuant to this Revolving Credit Note, in
lawful money of the United States of America and in immediately available funds,
on the date and in the manner provided in the Credit Agreement (as defined
below). Borrower also promises to pay interest on the unpaid principal balance
hereof at the rate or rates of interest as provided in the Credit Agreement, on
the dates and in the manner provided therein.
The holder of this Note shall record the date and amount of each Loan made
by the Bank, and the date and amount of each payment of principal or interest,
either on the schedule attached hereto, or on such computer, magnetic disk, tape
or other such electronic data storage and retrieval system as the Bank considers
adequate for such purpose, in its sole and absolute discretion. Any such record
shall constitute prima facie evidence of the accuracy of the information so
recorded, but no failure of or any error in so recording, shall affect
Borrower's obligation to repay any amount borrowed pursuant to the Credit
Agreement, with interest thereon.
This Revolving Credit Note is subject to and governed by all the terms,
conditions, covenants, representations and warranties made by Borrower in that
certain Credit Agreement dated as of July 20, 1998 between Borrower and Lender's
predecessor, KeyBank National Association, as amended on February 12, 2002, and
as further amended, supplemented or otherwise modified from time to time
("Credit Agreement"). Any and all amounts borrowed and loaned hereunder shall be
treated for all purposes as Revolving Credit Loans made by the Bank thereunder,
except for the requirement of paying this Revolving Credit Note in full at
Maturity Date. All terms not defined herein shall have the meanings given to
them in the Credit Agreement.
The Credit Agreement provides for the acceleration of the maturity of this
Note and the Revolving Credit Loans if certain Events of Default occur, for a
Default Rate of interest and for prepayments on the terms and conditions
specified therein, and the same shall apply to this Revolving Credit Note.
Borrower waives presentment, notice of dishonor, protest and any other
notice or formality with respect to this Revolving Credit Note, except as is set
forth in the Credit Agreement.
The terms of this Revolving Credit Note may not be changed orally, but only
by an instrument duly executed by Borrower and the Bank.
This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of New York.
Vicon Industries, Inc.
By:____________________________
Name: Xxxx X. Xxxxx
Title: Vice President, Finance
SCHEDULE OF REVOLVING CREDIT LOANS
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Date Type Principal Principal
of of Interest Amount of Maturity Paid or
Loan Loan Rate Loan of Loan Unpaid
---- ---- -------- ----------- -------- -----------
Schedule I - Description of Liens
---------------------------------
- First, second and third mortgage liens held by the Bank, as successor to
KeyBank National Association ("KeyBank") on Borrower's real property,
fixtures and other property attached thereto located at 00 Xxxxx Xxxxx,
Xxxxxxxxx, Xxx Xxxx .
- Mortgage debenture on all assets of Vicon Industries Limited and first
legal mortgage on real property located at Site X0, Xxxxxx Xxx,
Xxxxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX.
- See list of Liens on Borrower's personal property set forth on Annex 1
hereto.
ANNEX 1
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Debtor Creditor Place of Filing Date Filing No. Collateral
---------------------------------------------------------------------------------------------------------------------------
Vicon Industries, Inc. Tokai Financial Services, Inc. New York State 4/2/97 065756 Specified personal
property
Vicon Industries, Inc. Copelco Capital Inc. New York State 5/21/97 104391 Canon copier
pursuant to lease
Vicon Industries, Inc. KeyBank National Association New York State 2/11/98 030487 All fixtures & equip.
re: real property
Vicon Industries, Inc. MCS Business Solutions Inc. New York State 3/27/98 0649664 Canon copiers
pursuant to lease
Vicon Industries, Inc. MCS Business Solutions Inc. New York State 7/2/98 141599 1 Canon copier
pursuant to lease
Vicon Industries, Inc. MCS Business Solutions Inc. New York State 7/9/98 147362 1 Canon copier
pursuant to lease
Vicon Industries, Inc. KeyBank National Association New York State 11/29/99 240651 Condemnation
awards, insurance
proceeds, fixtures,
etc. re: real property
Vicon Industries, Inc. Copelco Capital Inc. Suffolk County 5/12/97 97-08204 (Same as 104391)
Vicon Industries, Inc. KeyBank National Association Suffolk County 2/10/98 98-02407 (Same as 030487)
Vicon Industries, Inc. MCS Business Solutions Inc. Suffolk County 4/2/98 98-05825 (Same as 064966)
Vicon Industries, Inc. MCS Business Solutions Inc. Suffolk County 7/10/98 98-12405 (Same as 141559)
Vicon Industries, Inc. MCS Business Solutions Inc. Suffolk County 7/17/98 98-13110 (Same as 147362)
Vicon Industries, Inc. KeyBank National Association Suffolk County 11/29/99 99-21854 (Same as 240651)
Schedule II - List of Subsidiaries of Borrower
----------------------------------------------
Name of Subsidiary Jurisdiction Ownership
----------------- ------------ --------
Vicon Industries Limted United Kingdom 100%
Vicon Industries International Sales Corp. New York 100%
Vicon Industries Foreign Sales Corp. Virgin Islands 100%
Vicon Industries (HK) Limited Hong Kong 60%
Telesite USA, Inc. New Jersey 100%
Q. S. R. Ltd. Israel 100%
Schedule III - List of Credit Agreements
----------------------------------------
- Loan, mortgage and security agreements dated January 29, 1998, originally
in the aggregate principal amount of $2,900,000, between Borrower and
Keybank.
- Advice of Borrowing Terms dated March 13, 2001 between Vicon Industries
Limited and National Westminster Bank PLC, including a 600,000 Pounds
Sterling (PS) Overdraft, 300,000 PS Forward Exchange Liability, 250,000 PS
Terminable Indemnities and 20,000 PS Inward Collections facilities.
- Commercial fixed rate loan dated March 24, 1997 originally in the amount
of 500,000 PS between Vicon Industries Limited, and National Westminster
Bank PLC
- Master lease agreement dated March 18, 1997 between Borrower and Tokai
Financial Services, Inc. for the financial lease of office furniture in
the amount of $256,000.
- Loan, mortgage and security agreements dated October 12, 1999, originally
in the principal amount of $1,200,000, between Borrower and KeyBank.
Schedule V - List of Guaranties
-------------------------------
- Vicon Industries, Inc. guarantee dated July 6, 1989 of 1,000,000 Pounds
Sterling to National Westminster Bank PLC as security for Vicon Industries
Limited credit facilities under the Advice of Borrowing Terms agreement
dated March 24, 1998.
