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EX 10.99.1 AGREEMENT BETWEEN INTER PARFUMS, S.A. A

Letter of Credit

EX 10.99.1 AGREEMENT BETWEEN INTER PARFUMS, S.A. A | Document Parties: INTER PARFUMS INC You are currently viewing:
This Letter of Credit involves

INTER PARFUMS INC

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Title: EX 10.99.1 AGREEMENT BETWEEN INTER PARFUMS, S.A. A
Date: 3/30/2004
Industry: Personal and Household Prods.     Sector: Consumer/Non-Cyclical

EX 10.99.1 AGREEMENT BETWEEN INTER PARFUMS, S.A. A, Parties: inter parfums inc
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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


 
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