Exhibit 10.102.1
BNP PARIBAS
Groupe Elysee Haussmann
2 73 Haussmann Blvd 1
75008 PARIS
EC36015DD15725
- BNP PARIBAS, a Corporation with capital of 1,806,343,230 euros, with headquarters in PARIS (75009), at 16 Boulevard des Italiens, registered under No. 662042449 - RCS Paris - with CE FR identifier No. 76662042449, represented by their agents:
of their Elysee Haussmann Agency whose address is at 73, boulevard Haussmann, 75008 Paris,
hereinafter "the Bank" or "BNP Paribas",
PARTY OF THE FIRST PART
and
- INTER PARFUMS Company, a Corporation with capital of 12,649,362, with headquarters at 4, Rond point des Champs Elysees, 75008 Paris, registered under No. B350219382 - RCS Paris, represented by the President and General Director, M. BENAClN, Philippe,
hereinafter "the Client".
PARTY OF THE SECOND PART
WHICH AGREE UPON AND ORDER THE FOLLOWING:
CHAPTER I - INTRODUCTION
Article - DEFINITIONS
For the interpretation and application of the present Contract, unless otherwise specified or if the context does not require a different meaning, the terms and expressions hereafter shall have the following meaning:
- "Drawdown Notice": means a request to use credit in accordance with the example given in Annex 1;
- "Bank": means BNP Paribas;
- "Client": means the INTER PARFUMS Company;
- "Contract": means the present agreement with all of its Annexes, as well as, should the case arise, any possible amendments;
- "Account of Disposable Funds in the Line of Credit": means current account No. 106.990/12 opened in the Client's name and on the books of the Bank's Elysee Haussmann Agency located at 73, boulevard Haussmann, 75008 Paris, or all Bank accounts that may be substituted by reaching an agreement approved by both the Client and the Bank;
- "Line of Credit": means the principal sum that the Bank agrees to place at the disposition of the Client in accordance with the provisions of the Contract;
- "Due Date of the Drawdown": means the date of maturity of the Drawdown use as mentioned in the Drawdown Notice. All Drawdown Due Dates must be on a Bank Day;
- "Interest Payment Date": means the first Working Day in the Interest Period:
- "Date of Final Repayment": means the due date for the Drawdown;
- "Date Contract is Signed": means the date the Contract is signed;
- "Drawdown Date": means date when funds become available in the Line of Credit. The Drawdown Date must fall on a Banking Day;
- "Term of the Drawdown": means the length of time that the Client requires the use of the Drawdown, and which shall be indicated on the Drawdown Notice.
- "Euro or Eur": means the type of currency available for release in the territory of the French republic, in application of the Regulations of the Counsel of the European Union, dated June 17, 1997 and May 3, 1998.
- "Rate": means the EURIBOR rate of the period;
- "Interest": equivalent to the rate plus the Fixed Margin
- "Calendar Days": means all days on the calendar;
- "Banking Day": means the days in which the central services of banks work as a team at their activities during the entire day in Paris, with Saturday and Sunday excluded;
- "Target Day": means those days in which the Target system is open;
- "Target": (Automated express trans-European gross cash transfers in real time) European system of gross real-time cash which the Banque Centrale Europeenne relies upon for the National Central Banking of Member States of the European Union, though their respective national gross real-time cash system;
- "Breach of Contract": means any of those events described under Article - Compulsory Prepayment of the Contract;
BNP PARIBAS
Groupe Elysee Haussmann
2 73 Haussmann Blvd 1
75008 PARIS
EC36015DD15725
- "Fixed Margin": means the increase of 0.75 percent per annum applicable for the period of one year, calculated on the present sum, plus the rate. This margin will be carried over at 1 percent the second year.
- "Authorized Amount": means, on any given date, the maximum useable amount, such as given under Article "Repayment";
- "Authorized Amount": means, on any given date, the Authorized Amount less Drawdowns completed;
- "Original Amount": means the principal amount of the Credit Line, that is to say, 15,000,000 Euros;
- "Opening of Line of Credit": means commitment of Bank to place the principal sum of the line of credit at the disposition of the Client;
- "Interest Term": means the interest term for each Drawdown to which the conditions defined under the Article - "Drawdown Methods" apply;
- "EURIBOR": (Euro Interbank Offered Rate - also called TIBEUR ; Taux Interbancaire offert en Euros) means the annual rate offered for interbank deposits in Euros for first category banks on Euro Zone money markets for a given expiration date. This rate is published on page 248 of Bridge/Telerate or any other page that may replace this one. It is calculated by the Banking Federation of the European Union and results from quotes provided by a sample of reference banks participating in calculating the EURIBOR. It is published at 11 o'clock, Brussels time, on that same day;
- "EURIBOR Rate of the Period": means the EURIBOR published on two applicable Target Days to the Term of the Drawdown.
- "Drawdown": means each use of the Line of Credit by the Client as well as the conditions of this use;
- "EONIA" (Euro Overnight Average Rate or "TEMPE" - Taux Moyen Pond en Euros): means the weighted average rate as calculated by the Banque Centrale Europeenne based on all day to day unsecured loan transactions carried out on the Interbank Euro Zone market and authorized by the sample of the reference banks participating in the calculation of the EONIA This annual rate is published by the Banking Federation of the European Union on page 247 of the Bridge/Telerate server or any other page that may replace this one.
- "Ability to Self-Finance": means the sum of the following items: RESULT (line HN of the financial year income statement) + REGULATED PROVISIONS (TS - TT table 7 of the tax return form) + DEPRECIATION ALLOWANCE (line GA of the financial year income statement) + 70% of rent/lease payments made during the financial year (line HP + HQ of the income statement);
BNP PARIBAS
Groupe Elysee Haussmann
2 73 Haussmann Blvd 1
75008 PARIS
EC36015DD15725
- "Net Financial Charges": means total financial fees less the total financial profit;
- "Net Financial Debt (Consolidated)": will be equal to the sum of the repayable advances, of loans and sundry debts as well as the item under the "Banks" column, plus pledges from the Balance Sheet related to leasing and released securities, less the amount of "liquid assets" as defined in the final Balance Sheet (Consolidated) of the Financial year certified by the Client, before the Drawdown;
- "Earnings Before Interest, Taxes, Depreciation and Amortization (Consolidated)": equal to Earnings Before Interest, Taxes, Depreciation and Amortization (Consolidated) as defined in the Client's (Consolidated) Accounts from the financial year close before the Drawdown;
- "Income": equal to income as defined in the Client's (Consolidated) Income Statement from the financial year close before the Drawdown (excluding fluctuating rate exchange impact);
- "Joint Net Capital (Consolidated)": equal to the sum of the Client's capital, premiums (of issuance, amalgamation or contribution), of reserves (legal, statutory, regulated, conventional or other), fluctuations in exchange rates, minority interest/shares and the income statement from the financial year, defined in the as defined in the Client's Balance Sheet (Consolidated) from the financial year close before the Drawdown;
Lastly, unless otherwise indicated, any reference made to an "Article", a "Paragraph" or an "Annex", shall be understood as referring to an article or a paragraph of this Contract or to an Annex of the present Contract.
CHAPTER II - SPECIFIC CONDITIONS OF THE LINE OF CREDIT
Article - AMOUNT, TERM AND PURPOSE OF THE LINE OF CREDIT
The Bank authorizes through this Contract, a line of credit to be opened in the amount of 15,000,000 Euros (Fifteen Million Euros) for the Client, who shall accept it, for the term of one twelve month's period to take effect on the date of the signing of the Contract, and that will be renewable one time, for an additional twelve month's period, in the event that no Drawdown has been requested during the first twelve months.
The Client agrees to use this credit line to partially finance an acquisition.
The Bank may, at its convenience, request all documentation justifying the use of the credit line in order to track the use for which the funds are borrowed, but will not be held to supervising its employment.
Article - CONDITIONS FOR USE OF THE LINE OF CREDIT
The Client may not be use the Credit Line:
BNP PARIBAS
Groupe Elysee Haussmann
2 73 Haussmann Blvd 1
75008 PARIS
EC36015DD15725
. until the following have been remitted to the Bank:
- an up-to-date and certified copy of its statutes, as well as a recent certificate of registration (K-bis) (less than three months old);
. and to communicate the following 8 days before requesting a Drawdown:- the name of the target brand of perfumes or cosmetics, and their accounts if it concerns a legal entity.
- Confirmation of the acquisition of 95% or more of the capital and the voting rights if it concerns a legal entity. - In the case of an acquisition of lower than 95% of the capital or voting rights, the client and the bank must come to an agreement on the methods of releasing the loan, only in so far as the acquisition is higher than 67% of the capital and voting rights
- Copy of financial, legal, tax, and social audits considered to be satisfactory.
- If price of the target or the assets to be acquired > 30 ME (Thirty Million Euros) - Certification by an auditing firm that the average ratios of the Target on the Balance Sheet at the financial year close: - Gross Financial Debts/Net Worth is < 1 and Gross Financial Debts /CAF is < 4
- Certification by the legal representative of INTERPARFUMS SA that the Gross Consolidated Financial Ratio, including the debt of acquisition and Gross Financial Debts of the Target/Consolidated Net Worth is < 1 and Consolidated Gross Financial Debts, including debt of acquisition and Gross Consolidated Financial Debts of the Target/CIF 2003 including the Target's CAF for 2003 (12 continuous months up to 06/30/2004, if acquisition is after the 06/30/2004) is < 4.
Accounting Principles
The annual accounts of the Client are and will be prepared according to generally accepted accounting principles in France and, subject to any counter indication appearing therein, according to the consistency principle in presentation and evaluation.
The Client will inform the Bank of any change in the accounting principles used in the preparation of their accounts.
Moreover, Drawdowns shall not be possible if:
- a Breach of Contract or an event likely to constitute a case of Breach of Contract has occurred on the date of the aforementioned Drawdown;
- any of the statements made in the Contract are proven to be inaccurate;
- the regularly issued Drawdown Notice in conformity with the model appearing in "Annex 1", was not received by the Bank.
BNP PARIBAS
Groupe Elysee Haussmann
2 73 Haussmann Blvd 1
75008 PARIS
EC36015DD15725
Article - GUARANTEE GIVEN TO THIRD PARTIES
The Client shall commit to not grant any securities, guarantees or charges to third parties guaranteed by an asset, on the chart of accounts, without making the Bank pari passu in equal rank or without conferring to the Bank another security equivalent to the latter. Nevertheless, the present clause is not applicable for guarantees or securities that the Client grants to cover financing in the acquisition of an asset thenceforth they shall act exclusively on the asset in question and only guarantee the financing of said asset.
Article - DRAWDOWN METHODS
The client may request one single Drawdown according to following methods:
- The Client must forward to the Bank a Drawdown Notice, following the example appearing in "Annex 1", at the latest (at 11:00 o'clock), 1 Banking Day before the Date of the Drawdown (which must be a Banking Day) which must be noted on the Drawdown Notice.
- The amount of the Drawdown will be a maximum of 15,000,000 Euros (Fifteen million Euros).
- The Drawdown may not be for less than 1 month, or for longer than 3 months.
In the case of a one month Drawdown, it may be renewed a maximum of two times for the same period of time.
In the case of a two month Drawdown, it may be renewed a maximum of one time for the term of one month.
The total term for the Drawdown may not exceed 3 months.
- The expiration date of the Drawdown found on the Drawdown Notice may not be after the Date of Final Repayment,
- Drawdown Notice
. must be addressed to the Bank's Elysee Haussmann Agency at the address that appears under the Article "Communications" hereafter;
. must be signed by the legal representative of the Client or an agent of the Client duly authorized for this purpose (see also - list in "Annex 2");
. irrevocably obligates the Client who will be held to carry out the terms of the Drawdown in accordance with the conditions of the Contract.
BNP PARIBAS
Groupe Elysee Haussmann
2 73 Haussmann Blvd 1
75008 PARIS
EC36015DD15725
Article - DISPOSABLE FUNDS IN THE LINE OF CREDIT
Under the reservations and conditions which are cited above, the Bank shall provide the line of credit according to the terms and conditions of the Drawdown Notice, by crediting the Account of Disposable Funds in Line of Credit No. 106.990/12 open on the books of the Bank's Elysee Haussmann Agency.
The accounting entries of the Bank shall be sufficient to justify the operations concerning this Line of Credit.
If the Bank were to notice that the Drawdown funds have been used for a purpose not in conformity with the declarations above, the Bank shall be able, at its discretion, to cancel the
Drawdown and to demand payment in full of all funds lent to the holder of the Line of Credit or to apply only one of these two measures.
The aforementioned provisions, such as those relating to the purpose for which the funds are to be used or with furnishing the funds, are obligations that the Client shall bear alone, which may be derogated, if the Bank agrees, and without taking on any responsibility towards any one, and in particular towards any guarantor who is not able to withdraw himself from his obligation.
CHAPTER III - FINANCIAL CONDITIONS OF THE LINE OF CREDIT
Article - INTEREST ON LINE OF CREDIT
Interest applicable to the Drawdown will be deducted following the method in which the year is considered to have 360 days per annum to the number of Calendar Days of the Drawdown.
The number of Calendar Days of the Drawdown shall be deducted from the date the funds are made available (inclusive) until the Date of Maturity of the Drawdown (this last date, however, is not included in this calculation).
The Drawdown will be subject to interest calculated on the basis of the EURIBOR of the period plus the Fixed Margin, which increases by 0.75 percent yearly over a one year period, beginning with the year in progress. This margin will be carried over at one percent the second year.
Interest will be charged by the Bank on the date the interest is paid.
Taking into account the rate published two Target Days preceding the date of the present and fixed margin, the interest rate would go up by 2.874 percent per annum in one period of three months interest (rate given as an indicator based on the Euribor 3 months before 12/31/2003, which was 2.124 percent per annum).
A - Temporary unavailability of or no EURIBOR quote
In the event that the EURIBOR cannot be determined in the manner given in Article "Definitions", the applicable interest rate will be determined by
BNP PARIBAS
Groupe Elysee Haussmann
2 73 Haussmann Blvd 1
75008 PARIS
EC36015DD15725
the interest period determined to be the average, established by the Bank, of the rates provided by at least five (5) first category banks, as being annual rates offered to them on deposits in Euros, for an amount equal to the amount of the Drawdown and for the period of the Drawdown, on the Interbank Market of Paris two Target Days before the date of the Drawdown.
In this case, the rate then applicable to the Drawdown will be equal to the average of these rates, the aforementioned average being rounded up to the third highest decimal. The thus determined rate will have the Fixed Margin added to it.
B - Loss of the EURIBOR
In the event that the EURIBOR suffers a loss, the substitution rate will be applied automatically.
In the event that the rate or index disappears, and in the absence of a substitute index or a rate, the Bank will advise the Client of the situation, and the parties will consult each other in order to determine by mutual agreement a new index or rate.
If no agreement can be reached within the fifteen (15) Calendar Days following the date of the Drawdown addressed to the Client, the latter must immediately repay all sums due including the principal with interest, expenses and incidental costs and the possible cost caused to the Bank by such a repayment, being understood that payable interest accrued from the date of the disappearance of the Index or the suspension of its publication, shall be calculated on a fixed rate equal to the last published rate two Target Days before the date of the aforementioned event plus three percent per annum together with the Fixed Margin.
In any case, the application of all new rates or indexes will be retroactive to the day of the change, the disappearance or suspension of the publication of the index or rate.
Article - LATE PAYMENT PENALTY
A - If any amount of the principal, interest, expense or incidental costs owed by the Client under the terms of the present contract, is not paid by its normal or anticipated due date, without prior notice, the Client will automatically be required to pay the Bank the late payment penalty calculated starting from the date of current liability until the date of the effective payment based on the day to day EONIA rate plus two percent per annum.
It will be the same for all expenses and disbursements advanced by the Bank for any reason whatsoever.
This late payment penalty will be deducted according to the ratio method of the numbers to the exact number of days past in a year based on 360 days, and will be payable by the Client upon receipt of the statement of interest established by the Bank for this purpose.
BNP PARIBAS
Groupe Elysee Haussmann
2 73 Haussmann Blvd 1
75008 PARIS
EC36015DD15725
Interest shall be capitalized, if due for an entire year, in accordance with article 1154 of the Civil Code.
B - This stipulation of a late payment penalty will not change the current liability that the Client has incurred and, consequently, will not permit a delay in the pay off date, or constitute a waiver by the Bank to any right conferred by this Contract.
Article - COMMITMENT FEE
A commitment fee will be collected on the Line of Credit and deducted on the basis of the exact number of days past and one year to be understood as having 360 days and calculated at the rate of 0.20 percent per annum, on the Authorized Amount of the Credit Line.
This fee will be payable every month and in advance, and for the first time on the day the opening of the Line of Credit is signed.
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