· BNP PARIBAS, a Corporation with capital of €1,849,296,660, with headquarters in PARIS (75009), 16th, on Boulevard des Italiens, registered under No. 662 042 449 - RCS Paris - with CE FR identifier No. 76662042449, represented by their agents:
Exhibit
10.129.1
BY
AND BETWEEN THE UNDERSIGNED:
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BNP
PARIBAS,
a
Corporation with capital of €1,849,296,660,
with headquarters in PARIS
(75009), 16th,
on Boulevard des Italiens, registered under Xx. 000
000 000 - XXX Xxxxx - with CE FR identifier No. 76662042449, represented
by their agents:
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(Handwritten)
Xxxxxx Xxxxxxx Xxxxxxxxx
XXXXXXXX
empowered
to that effect, and hereinafter to be referred to within the body of this
instrument under the generic term “the
Bank”
or
“BNP
PARIBAS”.
OF
THE FIRST PART,
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INTER
PARFUMS Company,
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a
Corporation with capital of €32,239,086.00,
with headquarters in PARIS
(75008), 4 Rond-point
des Champs Elysées,
registered under Xx. 000
000 000
-
XXX Xxxxx, represented by Xx.
Xxxxxxxx XXXXXXX, in his capacity as President of the Board of
Directors
and General Director and who hereinafter shall be referred to within
the
body of this instrument under the generic term “the
Borrower”
unless he is expressly referred to by his
name.
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OF
THE SECOND PART,
WHICH
ORDER AND AGREE UPON THE FOLLOWING:
Upon
the
request of the Borrower, the Bank authorizes to him a professional Loan in
the
amount of €18,000,000.00 (eighteen million euros), which shall hereinafter be
referred to as the “Loan” subject to the following SPECIFIC and GENERAL
CONDITIONS.
I
- SPECIFIC CONDITIONS:
I
- A/ CHARACTERISTICS OF THE LOAN
ARTICLE
1 - AMOUNT AND DURATION OF THE LOAN
Amount
of
the Loan: €18,000,000 (Eighteen Million Euros).
Term
of
the Loan: 60 months from the date the funds are released (outside the period
of
use: from the date these presents are signed on January 10, 2007).
ARTICLE
2 - PURPOSE OF THE LOAN
To
finance the acquisition of the VAN CLEEF & ARPELS license in accordance with
the indications and justifications previous communicated to the Bank.
1
Exhibit
10.129.1
ARTICLE
3 - METHODS OF IMPLEMENTATION OF THE LOAN
Subject
to the provisions of the Article “Conditions for Utilization of the Loan”
hereinafter, the Bank will carry the Loan according to Borrower’s written
instructions, and upon receipt, through a debit transfer of a special account
opened on the books of the bank on behalf of: VAN CLEEF &
ARPELS
Proof
of
the implementation of the Loan and of its repayment
will
result from documentation created by the Bank.
The
aforementioned provisions, as well as those hereafter envisaged under the
Article, “Conditions for Utilization of the Loan”, constitute the sole
obligation of the Borrower, which may be derogated, if the Bank agrees, and
without taking on any responsibility towards any one, and in particular towards
any guarantor who shall not be able to invoke a defense in order to withdraw
from his obligation.
ARTICLE
4 - CONDITIONS FOR USE OF THE LOAN
The
Borrower may not request to make use of the Loan:
·
Until after formalization of this
instrument by all the signatory parties;
·
Until the following, (having been
requested by the Bank) has been given to the Bank; certificate signed by a
company representative specifying the principal characteristics of the
acquisition (date of acquisition, date of payment, recipient…). For this reason,
the Borrower shall state to have delivered the aforementioned certificate before
the signing of these presents.
ARTICLE
5 - FILING FEES
€5,000.00
(before tax), shall be due and payable (including all taxes) on the date these
presents are signed, upon opening the account in the name of the Borrower on
the
books of the Bank.
I
- B/ FINANCIAL CONDITIONS
ARTICLE
6 - INTEREST
Fixed
Rate: 4.10% per annum.
ARTICLE
7 - REPAYMENT
The
Loan
shall be payable in 20 equal quarterly installments of €1,004,772.46, including
in each one a portion of the amortization as well as the interest calculated
at
the fixed rate indicated above, on the remaining amount due after each
expiration date and deducted in accordance with the method in which years are
considered to have 360 days and one month 30 days.
The
first
payment will occur on a quarter, arrived at by counting the days from the date
the Loan funds are released, which will dictate the date of the other payments.
An amortization table as well as a xxxx payment book will be sent by the Bank
to
the Borrower, indicated
above on the remaining amount due after each expiration date and deducted in
accordance to the method in which years are considered to have 360 days and
one
month 30 days.
2
Exhibit
10.129.1
The
first
payment will occur on a quarter, arrived at by counting the days from the date
the Loan funds are released, which will dictate the date of the other payments.
An amortization table as well as a xxxx payment book will be sent by the Bank
to
the Borrower.
ARTICLE
8 - TOTAL EFFECTIVE RATE (TEC)
To
satisfy the provisions of L-313.1 articles and those following of the Consumer
Code, a single use for the Loan on the date of these presents must be indicated,
as well as the Total Effective Rate of the Loan calculated according to the
proportional method starting from a quarterly proportional rate of 1.073 percent
and rising at the date of these presents to 4.30 percent per year.
ARTICLE
9: MOBILIZATION
The
Bank
reserves the right to mobilize its credit resulting from the Loan under the
conditions set forth in articles L.313-36 to L.313-41 of the Monetary and
Financial Code (in the past, articles 25 and those following of decree No.
67-838 dated September 28, 1967).
ARTICLE
10 - METHODS AND PLACE OF PAYMENT
On
the
expiration date on which any amount becomes payable to the holder of the
Contract, the Bank will deduct from the accounts open at that time on its books
in the name of the Borrower, the amount necessary to make the payment of the
payable amounts. This Loan is excluded from any current account agreement.
All
payments to be made under the terms of these presents will take place at the
HAUSSMANN ENTREPRISES ELYSEES BUSINESS CENTER of the Bank, at the Paris 0xx
xxxxxxxx xxxxxxx, 00 Xxxxxxxxx Xxxxxxxxx.
II
- GENERAL CONDITIONS
ARTICLE
11 - DECLARATIONS OF THE BORROWER
On
the
date of these presents, the Borrower declares and guarantees:
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That
it is a de jure corporation (a corporation which has been regularly
created in compliance with all legal requirements), that its authority
is
empowered to conclude this contract and fulfill all the obligations
resulting thereof and applying to the corporation, and in particular
that
its signature, and if applicable, the signature of guarantee instruments,
were duly authorized on the requisite legal and/or statutory
forms;
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That
obligations arising from these presents, and if necessary from
related
collateral deposits, shall in no way conflict with any other obligation,
any other contractual provision, regulation or any other thing
which may
be applicable to it or which might be
binding:
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3
Exhibit
10.129.1
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That
the financial documents given to the Bank for the requirements
of these
presents are correct; that they were established according to the
generally accepted accounting procedures used in France and that
they
reflect a faithful representation of its assets, of its liabilities
and
income statement for each financial
year;
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That
since the closing date of its last financial year, no event has
occurred,
in particular of a legal, financial or commercial nature likely
to have a
significant unfavorable effect on its activity, its net worth,
its
economic situation or its profitability and that was not made available
of
the Bank before the conclusion of these
presents;
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That
there is no ongoing administrative instance, process or procedure,
or to
its knowledge, none which is about to take place in its opposition
that
would prevent or prohibit the signature or the execution of these
presents
or which could have a significant unfavorable effect on its activity,
its
assets or its financial
standing;
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That
its assets are validly insured for a value at least equal to the
value of
reconstruction and/or of replacement by a nearby Insurance Company
that is
manifestly solvent;
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That
there is no fact or event likely to constitute any of the cases
of current liability
mentioned hereafter and agreed to;
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That
it is up to date in its payments due to its employees, the tax
authorities, the social security fund and family
benefits.
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ARTICLE
12 - NOTIFICATIONS TO BE MADE TO THE BANK
During
the entire duration of the execution of these presents, the Borrower
shall:
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Remit
to the Bank, from their establishment and at the latest within
a maximum
of three months from the close by the Board of Directors of each
financial
year, certified copies, from its Regular Statutory Auditors, of
its annual
balance sheets, income statement as well as all applicable documents
required by the law, accompanied by the auditors'
reports;
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Remit
to the Bank, at the latest within three months from the close of
each
financial year, a copy of its income tax form certified by its
management;
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Inform
the Bank within a maximum of fifteen (15) calendar days from the
administrative event, of all changes of a legal nature relating
to it, as
well as of any event likely to decrease the economic or legal value
of the
guarantees which it has given or could give to the Bank, or that
might
seriously affect its ability to repay the
Loan;
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Inform
the Bank of all projects relating to a significant change in shareholders,
which might translate directly as a loss to Xx. Xxxx XXXXX and
Xx.
Xxxxxxxx XXXXXXX, of the management of the company, as defined
by the
meaning of the provisions set forth in Article L.233-3 of the Commercial
Code;
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Immediately
inform the Bank of all acts, events or circumstances that are likely
to
constitute any of the cases mentioned hereafter under the Article
"Compulsory Prepayment";
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4
Exhibit
10.129.1
ARTICLE
13 - OBLIGATIONS OF THE BORROWER
As
long
as the Borrower remains debtor by virtue of these presents, unless there is
a
prior and written agreement from the Bank, the Borrower may not:
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Dispose
of, mortgage, give in pledge, lease, give in whole or in part,
the value
of its worth as real estate to a third
party;
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Dispose
of, give as collateral security, give away by management all funds
from
the business and the material upon which it depends, this prohibition
involves new material of the type upon which the business depends,
which
may be given as collateral security in the terms of the Articles
L-525.1
and those following, of the New Commercial
Code;
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Contract
any debts, the possible accumulated amounts of which together with
its
current loans, are likely to exceed its ability to
repay;
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Do
anything which may depreciate the value of any goods given in pledge,
if
applicable, that will change their nature or their purpose nor
shall they
be rented out; However, in the event the Bank gives authorization
to
lease, the Borrower is forbidden to agree to any receipt or transfer
of
rental payment not due, unless dealing with prepaid rents, according
to
usage, by charging for the last three or six months of possession;
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Observe
the financial ratios as defined in the article “Financial Ratios”; under
penalty of the application of the provisions of the Article “Compulsory
Prepayment”.
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ARTICLE
14 - COMPLEMENTARY OBLIGATIONS OF THE BORROWER
In
the
same way, during the entire time of the implementation of these presents, the
Borrower shall be required to inform the Bank prior to any transfer, whether
it
be in part or in whole, of any stock for an amount above €20,000,000.00 (twenty
million euros), except within the framework
of its usual current management style and to the exclusion of operations
concluded with companies which are under its control, within the meaning of
the
Article L.233-3 of the Commercial Code (old Article 355-1 of the law dated
July
24, 1966).
ARTICLE
15 - FINANCIAL RATIOS
On
each
date in which the annual financial statements are published during the term
of
the Loan (Total), the Borrower commits and guarantees to:
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That
the ratio of its Consolidated Financial Debt on the Joint Net Capital
(Consolidated) Report must remain at or below
1;
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That
the ratio of its Consolidated Financial Debt on the Consolidated
Ability
to Self-Finance Report must remain at or below
3;
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Definition
of Terms:
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"Ability
to Self-Finance": means the sum of the following items: RESULT
(line HN of
the fiscal year income statement of the) + REGULATED PROVISIONS
(TS - TT
table 7 of the tax return form) + DEPRECIATION ALLOWANCE (line
GA of the
fiscal year income statement) +
70% of RENT/LEASE payments made during the fiscal year (line HP
+ HQ of
the income statement)
;
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5
Exhibit
10.129.1
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"Financial
Debt (Consolidated)": shall be equal to the sum of the repayable
advances,
of loans and sundry debts plus pledges from the Balance Sheet related
to
leasing and released securities, as defined in the final Balance
Sheet
(Consolidated) of the Financial year certified by Client for the
close of
the financial year on
12/31/2005;
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"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) certified by the client from the close of the financial
year on 12/31/2005;
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Accounting
Principles
The
annual accounts of the Borrower 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
Borrower shall inform the Bank of any change in the accounting principles used
in the preparation of their accounts.
ARTICLE
16 - PARI PASSU CLAUSE
The
Borrower shall commit:
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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. Nevertheless, the present clause is not
applicable for guarantees or securities that the Borrower 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;
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To
immediately notify the Bank in writing, of all commitments “to
do” or “to refrain from”, entering into or having entered into a contract
with any Credit Institution and whose non-fulfillment or violation
might
result as a consequence in a lapse in the compulsory repayment
of the
obligation of the Loan for which this commitment has been entered
into,
and would be beneficial to the Bank, in the event where the commitment
that had been entered into, that is to say, the same commitment
(which had
not already have been collected under these presents), that is
to say,
rights or satisfactory equivalent
advantages;
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To
immediately notify the Bank and in writing, of the execution by
any
creditor, in particular, any Financial or Credit Institution, any
revocation in terms or all cases of Compulsory Prepayment relating
to any
Loan, credit, or any other financial assistance, granted to the
Client
since this action would have as a consequence calling into question
any
commitment of the Borrower under these
presents.
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ARTICLE
17 - EARLY REPAYMENT
The
Borrower may, at any time, repay this Loan early, in full or in part, by making
an early partial repayment that must be at least in an amount equivalent to
ten
percent of
the
initial amount of the Loan unless it is not the balance, and subject to a one
month advance notice by registered letter with return receipt to the Agency
of
the Bank where the Loan is entered.
6
Exhibit
10.129.1
The
amount received by the Bank will be recorded on the effective date of the
repayment before the due date, which will be the difference between:
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First,
the current value, calculated at the reinvestment rate defined
below, of
the amount of the repayment terms (capital and interests) which
would have
produced the early prepayment capital on the basis of the initial
fixed
nominal rate over the term period
remaining;
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And,
secondly, the amount of capital repaid
early.
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By
mutual
agreement, this sum will be determined in accordance with the formula of
calculation and the definition of the reinvestment rate which appears as an
Appendix I.
A
minimum
payment amount is fixed at €350.55: specifically, this minimum amount will be
applied if in fact the current value (above defined) is lower than the amount
of
the capital repaid in advance.
All
advance payment shall have a definitive nature and may not be presented in
order
to give place to new uses. Moreover, any partial advance repayment shall be
credited to the installment due on the most distant date of
payment.
ARTICLE
18 - COMPULSORY PRE-PAYMENT
The
total
amount due to the Bank in principal, interest, fees and incidentals under this
Contract shall become immediately due and payable, and no new use may be
required of the Bank, in the event of bankruptcy, suspension of operation or
activity by the Borrower, as in all cases of advance pre-payment authorized
by
law.
Also,
no
other use could then be demanded from the Bank and/or the Bank may render the
Loan due an payable fifteen days in advance after notification to the Borrower
through registered letter with return receipt requested, with no other legal
formality being necessary, in any of the following cases:
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In
the case of non-payment on the due date of any amount that has
become due
and payable;
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In
the case of seriously reprehensible behavior by the Borrower, as
in the
case where its situation would prove irremediably compromised in
the sense
of article L.313-12 of the Monetary and Financial
Code;
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In
the event that any of the declarations made by the Borrower under
the
terms of these presents or in any written affidavit made by a
representative of the Borrower as required by these presents, are
revealed
to have been inaccurate at the moment when it was made or reiterated,
or
ceases to be accurate at an important point, thenceforth that declaration
has constituted, at the moment of the conclusion of these presents,
a
factor that would have caused the Bank to not grant the
Loan;
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In
the event of a merger, split, friendly liquidation or dissolution
of the
Borrower;
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In
the event of cessation of the Borrower’s enterprise within the framework
of an amiable or collective
procedure;
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7
Exhibit
10.129.1
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In
the event of any change in the legal arrangement of the Borrower
or of his
Corporation, or transfer of its registered office out of Metropolitan
France, if this transformation involves a substantial reduction
in the
responsibility of its management;
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In
the event that interest and commissions on the Loan become liable
to
taxation or to any tax which they are not currently liable for,
unless the
Borrower discharges this fiscal burden, so that the Bank headquarters
will
not be held responsible for this
expense;
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In
the absence of payment by the Borrower of an important sum that
is not
disputed by the Borrower, and in particular its contributions,
taxes,
social security and other corporate obligations and which would
be likely
to generate obviously detrimental consequences on their ability
to repay
the loan in a timely fashion;
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In
the event of any significant change in the nature, ability or of
the net
worth of the Borrower, such as changes in the legal, financial,
industrial
or commercial structure, if that change is likely to seriously
affect the
Borrower’s ability to repay the
Loan;
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In
the event that the Borrower infringes, falsely
declares, or does not fulfill any other obligation which is incumbent
upon
the Borrower in the terms of this instrument, that all guarantee
instruments or any that may exist in the future, that would be
the
continuation or consequence, such as in the event of non-fulfillment
by
the Borrower of all obligations that may compromise the legal validity
or
financial value of any security deposit or guarantee constituted
under the
terms of these presents or by a separate
instrument.
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The
amounts that in this way become due and payable as well as all unpaid amounts
upon their normal due or prepayment date and all fees and outlays that may
be
advanced by the Bank on the occasion of this Loan shall be interest bearing
in
accordance with the calculations on the rate of the Loan then applicable
increased by 3 percent per year.
This
stipulation shall not prevent the liability from occurring, and, consequently,
shall be deducted by agreement at the time of settlement. Interest shall be
capitalized, if due for an entire year, in accordance with article 1154 of
the
Civil Code.
ARTICLE
19 - COMMUNICATION
Any
notification, communication, or request having to be made pursuant the these
presents must be made by mail.
Under
certain circumstances, and upon express request of the Borrower, the Bank may
accept communications or requests made by telephone, telex or telefax provided
that they are confirmed by mail.
All
communication or request having to be made and any document having to be
delivered by one of the parties to the other pursuant to these presents, will
be
made and delivered:
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As
concerns the Borrower: INTER PARFUMS Company
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Address:
4 Rond Point des Champs Elysées Paris 8th
District
Attention:
Financial & Legal Department Head
Telephone:
00.00.00.00.00
Telefax/Fax:
00.00.00.00.00
| · |
As
concerns the Bank: BNP
PARIBAS
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Agency:
HAUSSMANN ELYSEES BUSINESS CENTER
Address:
00 xxxxxxxxx Xxxxxxxxx, Xxxxx 0xx
Xxxxxxxx
Attention:
Chargé d'Affaires
Telephone:
00.00.00.00.00
Telefax/Fax:
00.00.00.00.00
8
Exhibit
10.129.1
ARTICLE
20 - CONFIDENTIALITY
The
Bank
and the Borrower commit to exchange all documents before or after the conclusion
of these presents, as well as all information that they may have knowledge
of or
access to the preparation or execution of the Loan, which will be treated with
the utmost confidence. The Bank and the Borrower commit to be watchful of the
commitment they have to their personnel.
All
information (subject to the ability of the parties to substantiate) shall not
be
regarded as confidential, that it is freely available regarding a preliminary
public disclosure, and will not be considered a violation of this Contract,
or
although it was known before this Contract enters into effect, or which was
received from a third party in a licit way, with no restriction nor violation
of
this Contract.
The
confidentiality agreement stipulated in this Article shall remain in force
after
repayment of the Loan and until the day when the information falls within public
domain or when communicated by third parties without incurring fault.
ARTICLE
21 - OTHER EXPENSES AND RIGHTS BORNE BY THE BORROWER
The
Borrower shall be responsible for all fees, rights, taxes (registration fees
…)
and honorariums relative to this instrument as well as making all guarantees,
if
any, and there renewal, and for the annual guarantees, if any, and in a general
manner, all which may be ancillary to this instrument, or that will follow
or
will be consequential to same, and including all advances for fees related
to
preserving the guarantees given, as well as remunerations and fees likely to
be
due because of changes that may be made to these presents.
Moreover,
all rights or taxes if any kind, present and forthcoming, on interest or
principal of amounts for which the Borrower might be due, will be the Borrower’s
responsibility and including debts for which Bank would legally be obligated
to
pay.
ARTICLE
22 - APPLICATION OF PAYMENTS
By
express agreement, it is approved and accepted by the Borrower that any partial
payment be applied in priority to fees and incidentals, then to compensations,
then to post maturity interest, then to commissions, then to interest stipulated
by the contract, and finally on the principal.
ARTICLE
23 - GUARANTEES - RENEWAL
The
guarantees granted shall not be prejudicial in any way to the rights and actions
of the Bank and they will not affect nor may they effect in any manner the
nature of the scope of all commitments and all real property or personal
guarantees that have been or could be furnished or contracted for by the
Borrower, or by any third parties, unless they are added to it.
9
Exhibit
10.129.1
ARTICLE
24 - CESSION - TRANSFER OF RIGHTS
The
Borrower may not yield or transfer any right or obligation resulting from these
presents without the Bank's prior written agreement.
ARTICLE
25 - EXERCISE OF RIGHTS - WAIVER
All
rights conferred to the Bank or to the Borrower, by these presents or any other
document delivered in execution or at the time of these presents, such as the
rights granted by law, will be cumulative and will be executable at all
times.
The
fact
that the Bank or the Borrower does not exercise a right, or delays exercising
it, can never be regarded as a renunciation of this right, and the exercise
of
only one right or its partial exercise will not prevent the Bank or the Borrower
from exercising it again or in the future or to exercise all other
rights.
ARTICLE
26 - INFORMATION SYSTEMS AND FREEDOM - AUTHORIZATION OF COMMUNICATION OF
INFORMATION
The
personal information collected through this instrument will be used for internal
administrative requirements or to satisfy legal and regulatory obligations.
The
information may be divulged due to rights of access and correction within the
scope and conditions of Law No. 78-17, dated January 6, 1978, relative to data
processing, dealing with Data and Freedom, by mail addressed to BNP
XXXXXXX, XXXXXX 0, 00000 Xxxxx Cedex 09.
The
responsible party for data processing is BNP PARIBAS.
The
Borrower as well as the Guarantor, if applicable, expressly authorize the Bank,
throughout the duration in effect of these presents, to communicate information
which concerns them:
| · |
To
the subcontractors who would carry out on behalf of the Bank certain
material tasks and technical tasks related to these presents (a
list of
subcontractors is available at the address
above);
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| · |
To
the mutual guarantor companies or organizations for financial guarantees
or recovery companies charged with carrying out the recovery of debt
on
behalf of the Bank involving the object of these presents (lists
of mutual
guarantor companies or organizations for financial guarantees or
recovery
companies are available at the address
above);
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| · |
To
any sub-participating credit institution as are refinancing organizations
which might intervene in this operation, as to their direct
representatives to which these organizations might be likely to
have
recourse, in particular for follow-up and cashing out of the debt
which is
the object of these presents.
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Lastly,
any false or irregular declaration might be the specific object dealt with
for
the intention of preventing fraud.
10
Exhibit
10.129.1
ARTICLE
27 - APPENDIX(CES)
The
following document(s) is(are) attached which make up an integral part of this
loan contract:
APPENDIX
I - Formula for determining the payment due to the Bank in the event of Advanced
Payment of the Loan.
ARTICLE
28 - ELECTION OF DOMICILE
For
the
execution of these presents and their suites, domicile is hereby
elected:
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For
the Bank - HAUSSMANN ELYSEES ENTREPRISES BUSINESS CENTER, with
address in
the 0xx
Xxxxxxxx of Xxxxx, 00 Xxxxxxxxx
Xxxxxxxxx;
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| · |
by
the Borrower, in his registered office indicated
below.
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Jurisdiction
is expressly attributed to the Tribunals within the jurisdiction of the Bank
Agency mentioned at the top of these presents and by default to the Courts
of
Paris, for all the authorities and procedures and this, even in the event of
plurality of authorities or parties, or even for a call for the
guarantee.
Created
and recorded in (- Place of signature of the instrument (City) PARIS
-),
12/03/06 in two copies.
This
contract is established upon 12 pages
Approved:
Invalid
marked out words:
Invalid
marked out lines:
Sent:
Supplemental
text:
Initials:
Signatures
BNP
PARIBAS
Xxxxxxxxx
XXXXXXXX BORROWER
Xxxxxx
Xxxxxxx
Signature(s)
verified by
11
Exhibit
10.129.1
APPENDIX
I
The
formula for the installment payment for advance repayment is calculated as
follows in all cases when the repayment is in advance of the payment
date:
Amount
(CFp / (1+ TR)Dp)
- RA
(p
= 1 to
n)
If
payment is not made on the payment date, the result of the above formula will
be
cause the rising receivable interest to be adjusted downward between the last
payment date and the payment made in advance of the payment date.
n=number
of periods corresponding to the incoming payments between the advance payment
date and the contractual payment date for the loan.
CFp
=
incoming capital and residual interest initially set for the amortized loan,
associated with advance payment, to the p period.
Dp
=
previous length of time between the advance repayment and the incoming CFp
payment date.
RA
=
remaining capital due on the advance payment date if dealing with an advance
total repayment, or the amount repaid in advance if dealing with a partial
advance payment.
TR:
reinvestment rate = State actuarial rate the duration of which is closer and
shorter than the duration of the average residual life of the loan.
State
is
understood to be the BTAN for the length of the average residual life that
is
shorter than 5 years, and the OAT that are higher or equal to 5
years.
The
rate
is that established by the Deposit and Consignment Office (official receiver)
(XXXXXX pages: XXXXXX0, XXXXXX0, CDCBTAN, or any other page that may be
substituted here). The value of the rate shall be that known on the tenth day
opened before the effective date of the advance payment.
The
duration of the average residual life corresponds to the incoming amount of
residual capital associated with the advance payment, balanced by the time
passed between the date of advance payment before due date and the date of
each
incoming payment, divided by the amount of the aforesaid advance
repayment:
Amount
(Kp x Dp) / RA (p = 1 to n)
Kp:
incoming residual capital initially set for the amortized loan, corresponding
to
the amount paid in advance, to the p period.
12
Exhibit
10.129.1
|
BNP
PARIBAS
|
FEB
7, 2007
|
PAYMENT
PLAN
AGENCY:
ELYSEE HAUSSMANN ENTREPRISES
73
BOULEVARD HAUSSMANN
|
00819
|
|
|
INTER
PARFUMS
|
00000
XXXXX
Tel
:00-00-00-00-00
Fax:
00-00-00-00-00
|
0
XXXX XXXXX XXX XXXXXX XXXXXXX
|
|
|
00000
XXXXX
|
Domicile
ELYSEE
HAUSSMANN ENTREPRISES (00819)
ACCOUNT
30004 00819 00060737432
January
11, 2007
Purpose:
Plan Estimate
CHARACTERISTICS
OF THE LOAN
|
EQUIPMENT
LOAN
|
AMOUNT
OF LOAN
|
18,000,000.00
|
EUR
|
QUARTERLY
AMORTIZATION
|
||||
|
CURRENT
NOMINAL RATE
|
4.100%
|
DEBT
OWING
|
16,000,000.00
|
EUR
|
UPON
MATURITY OF TERM
|
|||
|
NATURE
OF RATE
|
FIXED
RATE
|
EQUIVALENT
IN FRANCS (1)
|
118,072,260.00
|
FRF
|
||||
|
REMAINING
DURATION 60
MONTHS
|
5
|
|
DATE
|
|
AMOUNT
OF DEDUCTION
|
|
INTEREST
|
|
INSURANCE
|
|
LIABILITY
AMORTIZED
|
|
AMOUNT
FORWARD
|
|
REMAINING
CAPITAL OWED
|
|
LIABILITY
OF THE BANK
|
|
08/04/2007
|
999
988.32
|
184
500.00
|
0.00
|
815
488.32
|
0.00
|
17
164 511.68
|
17
184 511.68
|
|||||||
|
08/07/2007
|
999
988.32
|
176
141.24
|
0.00
|
823
847.08
|
0.00
|
16
360 664.50
|
16
360 664.60
|
|||||||
|
08/10/2007
|
999
988.32
|
167
696.81
|
0.00
|
832
291.51
|
0.00
|
15
528 373.09
|
15
528 373.09
|
|
ANNUAL
FINANCE CHARGES IN EUROS
|
528,338.06
|
|
EQUIVALENT
IN FRANCS (1)
|
3,465,670.42
|
|
DATE
|
|
AMOUNT
OF DEDUCTION
|
|
INTEREST
|
|
INSURANCE
|
|
LIABILITY
AMORTIZED
|
AMOUNT
FORWARD
|
|
REMAINING
CAPITAL OWED
|
|
LIABILITY
OF THE BANK
|
|
|
08/01/2008
|
999,988.32
|
159,165.82
|
0.00
|
840,822.50
|
0.00
|
14,687,550.59
|
14,687,550.59
|
|||||||
|
08/04/2008
|
999,988.32
|
150,547.39
|
0.00
|
849,440.03
|
0.00
|
13,838,109.66
|
13,836,109.66
|
|||||||
|
08/07/2008
|
999,988.32
|
141,840.62
|
0.00
|
858,147.70
|
0.00
|
129,979,901.96
|
12,979,961.96
|
(1)
Based on 6,55957 francs per 1 euro
BNP
PARIBAS - S.A. with €1,860,934,954 in capital - Headquarters: 00 xxxxxxxxx xxx
Xxxxxxxx, 00000 Xxxxx
Registered
under the Xx. 000 000 000 XXX Xxxxx- E.C. ID FR76662042449 3615 BNP PARIBAS
xxx.xxxxxxxxxx.xxx
Page
1
Exhibit
10.129.1
BNP
PARIBAS
PAYMENT
PLAN
AGENCY:
ELYSEE HAUSSMANN ENTREPRISES
|
Domicile
ELYSEE
HAUSSMANN ENTREPRISES (00819)
ACCOUNT
30004 00819 00060737432
|
INTER
PARFUMS
|
January
11, 2007
|
DATE
|
|
AMOUNT
OF DEDUCTION
|
|
INTEREST
|
|
INSURANCE
|
|
LIABILITY
AMORTIZED
|
|
AMOUNT
FORWARD
|
|
REMAINING
CAPITAL OWED
|
|
LIABILITY
OF THE BANK
|
|
08/10/2008
|
|
999,988.32
|
|
133,044.61
|
|
0.00
|
|
886,943.71
|
|
0.00
|
|
12,113,018.25
|
|
12,113,018.25
|
|
ANNUAL
FINANCE CHARGES IN EUROS
|
584,598.44
|
|
EQUIVALENT
IN FRANCS (1)
|
3,834,714.39
|
|
DATE
|
|
AMOUNT
OF DEDUCTION
|
|
INTEREST
|
|
INSURANCE
|
|
LIABILITY
AMORTIZED
|
|
AMOUNT
FORWARD
|
|
REMAINING
CAPITAL OWED
|
|
LIABILITY
OF THE BANK
|
|
08/01/2009
|
999,988.32
|
124,158.44
|
0.00
|
875,829.88
|
0.00
|
11,237,188.37
|
11,237,188.37
|
|||||||
|
08/04/2009
|
999,988.32
|
115,181.18
|
0.00
|
864,007.14
|
0.00
|
10,352,381.23
|
10,352,381.23
|
|||||||
|
08/07/2009
|
999,988.32
|
106,111.91
|
0.00
|
893,876.41
|
0.00
|
9,458,504.82
|
9,458,504.82
|
|||||||
|
08/10/2009
|
999,988.32
|
96,949.67
|
0.00
|
903,038.65
|
0.00
|
8,555,466.17
|
8,555,466.17
|
|
ANNUAL
FINANCE CHARGES IN EUROS
|
442,401.20
|
|
EQUIVALENT
IN FRANCS (1)
|
2,901,961.64
|
|
DATE
|
|
AMOUNT
OF DEDUCTION
|
|
INTEREST
|
|
INSURANCE
|
|
LIABILITY
AMORTIZED
|
|
AMOUNT
FORWARD
|
|
REMAINING
CAPITAL OWED
|
|
LIABILITY
OF THE BANK
|
|
08/01/2010
|
999,988.32
|
87,693.53
|
0.00
|
912,294.79
|
0.00
|
7,643,171.38
|
7,643,171.38
|
|||||||
|
08/04/2010
|
999,988.32
|
78,342.51
|
0.00
|
921,645.81
|
0.00
|
6,721,525.57
|
6,721,525.57
|
|||||||
|
08/07/2010
|
999,988.32
|
68,895.64
|
0.00
|
931,092.68
|
0.00
|
5,790,432.89
|
5,790,432.89
|
|||||||
|
08/10/2010
|
999,988.32
|
59,351.94
|
0.00
|
940,636.38
|
0.00
|
4,849,796.51
|
4,849,796.51
|
|
ANNUAL
FINANCE CHARGES IN EUROS
|
284,283.62
|
|
EQUIVALENT
IN FRANCS (1)
|
1,930,374.01
|
|
DATE
|
|
AMOUNT
OF DEDUCTION
|
|
INTEREST
|
|
INSURANCE
|
|
LIABILITY
AMORTIZED
|
|
AMOUNT
FORWARD
|
|
REMAINING
CAPITAL OWED
|
|
LIABILITY
OF THE BANK
|
|
08/01/2011
|
999,988.32
|
49,710.41
|
0.00
|
950,277.91
|
0.00
|
3,899,518.60
|
3,899,518.60
|
(1)
Based on 6,55957 francs per 1 euro
BNP
PARIBAS - S.A. with €1,860,934,954 in capital - Headquarters: 00 xxxxxxxxx xxx
Xxxxxxxx, 00000 Xxxxx
Registered
under the Xx. 000 000 000 XXX Xxxxx- E.C. ID FR76662042449 3615 BNP PARIBAS
xxx.xxxxxxxxxx.xxx
Page
2
Exhibit
10.129.1
BNP
PARIBAS
PAYMENT
PLAN
AGENCY:
ELYSEE HAUSSMANN ENTREPRISES
|
Domicile
ELYSEE
HAUSSMANN ENTREPRISES (00819)
ACCOUNT
30004 00819 00060737432
|
INTER
PARFUMS
|
January
11, 2007
|
DATE
|
AMOUNT
OF DEDUCTION
|
INTEREST
|
INSURANCE
|
LIABILITY
AMORTIZED
|
AMOUNT
FORWARD
|
REMAINING
CAPITAL OWED
|
LIABILITY
OF THE BANK
|
|||||||
|
08/01/2011
|
999,988.32
|
39,970.07
|
0.00
|
960,018.25
|
0.00
|
2,939,500.35
|
2,939,500.35
|
|||||||
|
08/04/2011
|
999,988.32
|
30,129.88
|
0.00
|
969,858.44
|
0.00
|
1,969,641.91
|
1,969,641.91
|
|||||||
|
08/07/2011
|
999,988.32
|
20,188.83
|
0.00
|
979,799.49
|
0.00
|
989,842.42
|
989,842.42
|
|
ANNUAL
FINANCE CHARGES IN EUROS
|
139,999.19
|
|
EQUIVALENT
IN FRANCS (1)
|
918,334.49
|
|
DATE
|
AMOUNT
OF DEDUCTION
|
INTEREST
|
INSURANCE
|
LIABILITY
AMORTIZED
|
AMOUNT
FORWARD
|
REMAINING
CAPITAL OWED
|
LIABILITY
OF THE BANK
|
|||||||
|
08/01/2012
|
999,988.32
|
10,145.90
|
0.00
|
989,842.42
|
0.00
|
0.00
|
0.00
|
|
ANNUAL
FINANCE CHARGES IN EUROS
|
10,145.90
|
||||||
|
EQUIVALENT
IN FRANCS (1)
|
66,552.74
|
||||||
(1)
Based on 6,55957 francs per 1 euro
BNP
PARIBAS - S.A. with €1,860,934,954 in capital - Headquarters: 00 xxxxxxxxx xxx
Xxxxxxxx, 00000 Xxxxx
Registered
under the Xx. 000 000 000 XXX Xxxxx- E.C. ID FR76662042449 3615 BNP PARIBAS
xxx.xxxxxxxxxx.xxx
Page
3
