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EXHIBIT 10.4
Translated from the French
LOAN AGREEMENT
BETWEEN THE UNDERSIGNED:
1. The company ESCAPADE SA, a French societe anonyme (corporation) with share
capital of FF 250,000, whose registered office is located at Le Petit Gue,
24800 Nantheuil de Thiviers, registered with the Commercial and Companies
Registry of Perigueux under the number 000 000 000,
Hereinafter referred to as "the Company",
represented by Xx. Xxxxxxx Xxxxxxx, acting in his capacity of Chairman of the
Company's Board of Directors, duly authorized for purposes hereof;
AND
2. The company XX XXXXX FRANCE HOLDINGS INC., whose head office is at 00000
Xxxxxxxx Xx., XX, Xxxxxxxxxxxx, Xxxx, 00000, the United States,
Hereinafter referred to as "XX Xxxxx France",
represented by Xx. Xxxx Xxxxx, duly authorized for purposes hereof.
WHEREAS:
On July 20, 1999, Escapade SA's Board of Directors authorized its Chairman to
take out a loan in the amount of FF 11,636,780 from XX Xxxxx France Holding,
Inc. and an advance on a shareholder's current account in the amount of FF
3,234,000 from Xx. Xxxxxxx Xxxxxxx.
Xx. Xxxx Xxxxx, in his capacity of legal representative of XX Xxxxx France,
agrees to grant Escapade SA a loan under the terms and conditions set out
hereafter.
NOW, THEREFORE, IT IS HEREBY STATED AND AGREED AS FOLLOWS:
Article 1 - Loan
XX Xxxxx now remits to the Company, on account number 20112500001 opened in the
books of the Credit Suisse Hottinguer, 00 xxx xx Xxxxxxxx 00000 Xxxxx, a sum of
FF 11,636,780 as a loan.
Article 2 - Term
This loan is granted for a term of one month, which is automatically renewable
for a period of one month within the limit of two months.
Nonetheless, the Company may make advance repayment of the entirety of said loan
in the event that, prior to the term thus provided for, it takes out a bank loan
that is first allocated to the repayment of this loan and of said advance.
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Article 3 - Remuneration
The sums lent to the Company shall bear interest at the rate set out in Article
39-1 3(degree) of the Xxxxxx Xxxxxxx Tax Code, which is currently 4.38%.
Interest shall be paid monthly on the 20th of each month.
Article 4 - Repayment
The Company shall be required to repay the sums lent to it by XX Xxxxx in
accordance with the conditions provided for by Article 2 above.
Article 0 - Xxxxxxxxxxxxxxx xx XX Xxxxx Xxxxxx
XX Xxxxx Xxxxxx certifies to Escapade the following representations:
XX Xxxxx has the necessary powers and authorizations to enter into and perform
this loan agreement.
This loan agreement is performed by XX Xxxxx France in accordance with its
provisions.
XX Xxxxx France has obtained all the necessary authorizations from its board of
directors for purposes of entering into this loan agreement.
XX Xxxxx France's performance of its obligations arising hereunder:
o does not constitute a violation of its bylaws;
o does not put it in violation of any judicial decision or of any decision of
an administrative authority;
o does not necessitate the obtaining of special authorization from the US or
French authorities.
Article 6 - Applicable law - Competent jurisdiction
This agreement is subject to French law and to the jurisdiction of the
Commercial Court of Paris.
Executed in Paris
On July 22, 1999
In two counterparts
/s/ Xxxxxxx Xxxxxxx /s/ Xxxx Xxxxx
Escapade SA, represented by XX Xxxxx France Holdings, Inc.,
Xx. Xxxxxxx Xxxxxxx represented by Xx. Xxxx Xxxxx
