Exhibit
10.99.1
[CREDIT LYONNAIS LETTERHEAD]
Between the
undersigned:
28 NOV. 2003
1. Name: INTER
PARFUMS
Type: Corporation
Capital: 12,644,952
Euros
Corporate Headquarters:
4, Rond Point des Champs Elys s 75008 PARIS
SIREN: 350.219.382 RCS
PARIS
Represented by Mr. Philippe
Benacin, date of birth, 01/15/1959, who possesses all powers to the
effect of these presents in his role as President of the Executive
Board and General Director.
The aforementioned
corporate body shall be referred to hereinafter as "the
Client".
2. CREDIT
LYONNAIS, a corporation with Corporate Headquarters in LYON, 18 rue
de la
Republique, and with
Central Headquarters in PARIS, 19 boulevard des Italiens, SIREN 954
509 741,
RCS LYON, is represented
by:
Marc
LEMAIRE
Team Leader
UAC Champs sur
Marne
hereinafter "the
Bank".
Has agreed to open a line of
credit under the following clauses and conditions:
ARTICLE 1:
CHARACTERISTICS OF THE LINE OF CREDIT
1.1 The Bank shall open for the
Client, who accepts, a line of credit for the maximum amount of
15,000,000 Euros (FIFTEEN MILLION EUROS) for a period of 5 years
for the purpose of financing external growth by
acquisition.
1.2 Under the conditions set
forth in Article 3 hereafter, this line of credit shall be
available for use from the date the present document is
signed.
1.3 After having used the line of
credit and after having repaid once or several times, either
completely or partially, the Client may request new disbursements
within the limits of amount and duration as defined above. The
disbursements shall hereafter be designated by the term
"drawdowns".
ARTICLE 2: TERMS OF
THE LINE OF CREDIT
The amount of the loan will be
gradually reduced, on the dates and in the amounts as defined
hereafter:
|
Date
|
Reduction
Amount
|
Loan
Balance
|
|
09/2004
|
3,000,000
|
12,000,000
|
|
09/2005
|
3,000,000
|
9,000,000
|
|
09/2006
|
3,000,000
|
6,000,000
|
|
09/2007
|
3,000,000
|
3,000,000
|
|
09/2008
|
3,000,000
|
0
|
The credit available on any given
date shall be equal to the difference between the loan balance on
that date, as indicated above, and the total of the drawdowns paid
by that date.
The Client shall determine the
amount and the terms of the drawdowns within the limits in respect
of the amount and duration of credit available. Consequently, it
shall not be possible to set a drawdown amount and/or date that
would diverge from the limits fixed above.
All drawdowns must be redeemable
on their due date.
ARTICLE 3: USES OF THE
LOAN
3.1 This loan shall be available
for drawdowns with a minimal term basis of 1 month and a maximum of
3 months.
3.2 Each drawdown must be of an
amount equal to at least 100,000 Euros.
3.3 Each drawdown (including a
renewal of a previous drawdown), must be made after issuing a
drawdown notice, duly signed on behalf of the Client, in accordance
with the example given in Annex 1 of the present contract. This
will be irrevocably binding to the Client.
The drawdown notice shall take
effect on a date determined in accordance with that set forth in
paragraph 4.5 hereinafter.
3.4 The Bank will not be
obligated to issue a drawdown request only in so far as no event
envisaged in Article 11 takes place.
The right to drawdown is strictly
limited to the Client and may not be transferred without the
agreement of the Bank.
ARTICLE 4: FINANCIAL
CONDITIONS
4.1
Commissions
The Client shall pay the Bank a
commission fee of 0.25% per annum. The assessment will be the sum
of the credit line and it shall be payable quarterly and in advance
and for the first time on the date of the signing of this
contract.
It shall be calculated, prorata
temporis (in proportion to time), on a 90 day quarterly basis
reported on a 360 day basis and in the event that the last
calculation period is of a shorter duration, the calculation will
be made on the exact number of calendar days reported on a basis of
360 days.
Once this commission is paid it
shall remain entirely and unconditionally the property of the
aforementioned Bank in case of an early cancellation of the credit
line.
Furthermore, the Client shall pay
to the Bank, on the date this present contract is signed, a filing
fee in the amount of 5,980 EUROS TTC (including all
taxes).
4.2
Interest
Applicable interest on each
drawdown shall be calculated on the EURIBOR rate for the term of
the drawdown plus a surcharge of 0.45% per annum.
The EURIBOR rate shall be applied
on the next to the last working day before the due date of the
funds.
Interest shall be payable when
payment of the drawdown is due.
It will be calculated on the
exact number of days of the drawdown based on 360 days.
To clarify, the EURIBOR (Euro
Interbank Offered Rate) rate is an indicator established under the
auspices of the F ation Bancaire de l'Union Europ nne (Banking
Federation of the European Union), based on the average of the best
Euro Market Interbank rates with terms of from one to twelve
months, for the reference banks operating on this
market.
It shall be agreed that any
modification of the base or method of calculation or the methods of
publication of the reference rate used to calculate the interest,
shall not affect the reference to this rate, which will remain
applicable.
4.3 Place of
Payment
All amounts owed by the Client to
the Bank shall be payable to Credit Lyonnais, 61 rue Lafayette
75009, Paris. The Client shall give irrevocable authorization to
the Bank to withdraw from their account number 608, agency 572, on
the due date, the amount necessary to make payment.
4.4 Total Effective
Rate
In accordance with the
dispositions of Articles L-313-1 and pursuant to the Consumer Code,
it is specified that a drawdown with a term of three months shall
be the maximum amount of the line of credit.
- The three month rate of the
EURIBOR on 12/09/2003 is 2.152 % per annum.
- The Total Effective Rate goes
up to 2.65 % per annum [0.6625 % quarterly] taking into account the
financial conditions stated above.
This rate is given as an example,
only the use of the credit shall allow the Total Effect Rate to be
determined for this loan.
4.5 Length of the
Drawdown Notice
Provided the drawdown notice is
received by the Bank by at 10 a.m. at the latest on a general
quotation day of the EURIBOR, the funds will be placed at the
disposal of the Client on the second general quotation day of the
ERIBOR following that date.
The drawdown notice must be
received on a day in which the Distribution Network, Entreprises de
la Banque, is open in France before 10 A.M.
ARTICLE 5: SPECIAL
CLAUSES
5.1 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.
5.2
Ratios
The Client shall commit to making
sure that the ratios remain:
-- between its adjusted debt and
its ability to self-finance, that is to say, that upon closing, the
quarterly and annual accounts, the ratio should be equal or less
than 4
-- between its adjusted debt and
its net worth, that is to say, that upon closing the quarterly and
annual accounts the ratio should be equal or less than 1
It is hereby agreed that the Bank
shall have the power to substantiate (justify) one or the other of
these ratios at any time and, in the event one or the other account
is over the ratio defined, to demand that reimbursement be made
before the due date stated in this contract without
formality.
[CREDIT LYONNAIS LETTERHEAD]
By "Adjusted Debt", it is agreed
that the following values shall be withheld: Loans + bonds and
debts with credit establishments + miscellaneous loans and
financial debts (including amounts outstanding for lease of
property) deductions made from net funds (net investments + net
available funds).
By "Net Worth", it is agreed that
the following values shall be withheld: Capital + prime + reserve +
unappropriated earnings + consolidated income - forecasted
distributed profit + investment subsidies + regulated investments +
provisions for liabilities and charges + partner current accounts
that have made prior transfers on behalf of Credit
Lyonnais.
By "Ability to Self-Finance", it
is agreed that the following values shall be withheld: Net income
(HN) + other financial and exceptional charges (HE, HG, GQ, GT) +
recoveries on stocks and customers (6R, 6V) - recoveries on
amortization, provisions and transfers of operational charges (FP)
- other financial and exceptional products (HA, HC, GM, GO) +
losses on capital operations (HF) - profits on capital operations
(HB) + endowments for provisions for liabilities and charges (GD) +
endowments for amortization and provisions on assets (GA, GB)
including amortization entries for lease/rent (HP, HQ) (ultimately
forfeited) - deferred charges on several financial years (SM) -
dividends in participations (GI).
Between parentheses are
references to the tax form abbreviations.
These ratios shall be established
based on consolidated accounts certified by the Client, and a
certification must be issued by the auditors of the Client's
accounts based on the state of accounts on the 31st of December of
each year.
5.3 Non-Payment under
Other Obligations
Not including the situations
defined in article 11 "Compulsory Prepayment" below, the Bank shall
have the power to refuse all new drawdowns and to require immediate
reimbursement of the full loan amount, in the event that payment
has not been made on an appropriate date and sum by the Client or
one of their affiliates in principal or interest, to the Bank or to
one of the latter's affiliates, under any other operation of credit
which was or would be concluded by the recipient of the credit or
guarantor.
The same will be applicable in
the event of non-payment on a loan contracted through third
parties, compulsory pre-payment of the financin