Corporate Banking
Services
Advice of Borrowing Terms
for
Vicon Industries (UK) Limited
From:
Portsmouth Corporate Office
22 February 1999
Advice of Borrowing Terms
Relationship Portsmouth Corporate Office Date: 22 February 1999
Office:
Borrower(s) Registered Number:
Vicon Industries (UK) Limited 1551194
We intend that the facilities listed in Part 1 of the attached Facility Schedule
(the "on-demand facilities") should remain available to the borrower(s) until 21
February 2000 and all facilities should be reviewed on or before that date. The
facilities are, however, subject to the following:-
o the terms and conditions below,
o the specific conditions applicable to an individual facility as detailed
in the Facility Schedule,
o the Security detailed in the attached Security Schedule, and
o the attached General Terms.
All amounts outstanding are repayable on demand which may be made by us at our
discretion at any time and the facilities may be withdrawn, reduced, made
subject to further conditions or otherwise varied by us giving notice in
writing.
Conditions:
The following conditions must be satisfied at all times while the facilities are
outstanding, but this will not affect our right to demand repayment at any time:
o Monthly management accounts in the existing format, including aged Debtor
profile, to be provided to us within 21 days of the end of the month to which
they relate.
o Audited accounts to be provided to us within 180 days of the financial year
end to which they relate.
o Lending formulae to continue to be adhered to whereby:
=> Debtors (less than 90 days) plus stock (minus Preferentials) to cover
Overdraft by 250%;
=> Debtors (less than 90 days) alone to cover Overdraft by 150%.
John McLellan
Corporate Manager
For and on behalf of
National Westminster Bank Plc
Acceptance:
To signify your agreement to the terms and conditions outlined above please sign
and return the enclosed copy of this Advice of Borrowing Terms within 28 days.
Form of Acceptance
I accept the facility/facilities on the above terms and conditions and confirm
that I have been authorised by the Board(s) of Directors of the Borrower(s) to
sign this Form of Acceptance on behalf of the Borrower(s).
By (name and title): ................................ Date
For and on behalf of:
Vicon Industries (UK) Limited
Facility Schedule
Part 1 - Facilities Repayable on Demand:
-------------------------
Overdraft: - Base rate
-------------------------
Account Number: 01144642 (56-00-64)
Name of Borrower Vicon Industries (UK) Limited
Limit: (pound)600,000 (Six hundred thousand pounds)
Purpose: To finance working capital
Repayment: Fully fluctuating
1st Debit Interest Rate: 2% above the Bank's Base rate
2nd Debit Interest Rate: 5% above the Bank's Base rate on borrowing over
(pound)600,000 or in excess of agreed facilities
Interest Payable: Quarterly
Arrangement Fee: (pound)1,850.00 will be debited on 25 March 1999
Excess Fees: We will be entitled to charge an excess fee at
the Bank's published rate for each day any agreed
limit is exceeded (see our "Services & Charges
for Business Customers" brochure for details).
-------------------------
Forward Exchange
-------------------------
Name of Borrower: Vicon Industries (UK) Limited
Contract Term: Maximum contract term of 6 months
Purpose: Currency Hedging
Limit: o We have adopted the mark to market methodology to
measure customer exposures on foreign exchange.
This enables risk to be measured on a basis
linked to current/future replacement costs rather
than a limit expressed in terms of maximum gross
face value contract values.
o On your request our dealers will advise you of
the amount of your exposure at that time as
measured by the Bank.
o Measured utilisation and availability will vary
with market movement
o There is no commitment on our part to enter into
any foreign exchange contract with you.
---------------------------
Terminable Indemnities
---------------------------
Name of Borrower: Vicon Industries (UK) Limited
Limit: (pound)200,000
Type and Purpose: HM Customs & Excise Duty deferment Bond
Basis of Expiry: Ongoing
Indemnity Fee: (pound)1,760.00 p.a. payable half yearly in advance,
debited biannually in instalments of (pound)875.00
Part 2 - Facilities Subject to Separate Documentation:
The following facilities are made available on the terms of the separate
documentation between us.
Name of Borrower Facility and Purpose Amount Date
(pound) Agreement
Signed
- --------------------- -------------------------- -------------- ---------
Vicon Industries (UK) Commercial Fixed Rate Loan Originally 8 April
Limited To uplift Japanese Yen (pound)500,000 1997
loan from Chugai Boyeici (balance
Co Ltd and to provide (pound)408,334
working capital plus Interest)
-------------------------
Settlement Risk
-------------------------
Name of Borrower: Vicon Industries (UK) Limited
Limit/Frequency: (pound)20,000 at any one time
Type and Purpose: Inward Collections: to release Documents in Trust
-------------------------
Settlement Risk
-------------------------
Name of Borrower: Vicon Industries (UK) Limited
Limit/Frequency: (pound)250,000 per day
Type and Purpose: Daytime exposure limit to facilitate payments from
International Banking Centre in Southampton
Security Schedule
We rely on the security detailed below (and require additional security where
specified) to repay, on demand, all your current and future liabilities (both
actual and contingent) to us. These liabilities include, without limitation,
those incurred by you under the facility(ies) specified in the Facility
Schedule.
Date Security: Given/to be given by:
Executed/New:
- ---------------- ------------------------------ ----------------------------
6 July 1989 Guarantee for(pound)1 million Vicon Industries Inc.
9 April 1997 First legal mortgage over Vicon Industries (UK) Limited
Industrial Unit at Site P3,
Brunel Way,Segensworth
Industrial Estate, Fareham,
Hampshire
17 October 1990 Mortgage Debenture Vicon Industries (UK) Limited