Customized Financing Terms Agreement between Massy Saclay Group of Agencies and Rowecom France (November 9, 1999)

Summary

This agreement outlines the customized financial terms and conditions offered by Massy Saclay Group of Agencies to Rowecom France. It details the effective dates for various domestic banking operations, fees for file transfers, and authorizations for short-term financing, including overdraft and seasonal credit limits. The agreement also specifies interest rates, commissions, and account management fees. The terms are designed to govern the banking relationship and financing arrangements between the parties, with certain conditions and rates subject to change as described in the document.

EX-10.53 25 a2043409zex-10_53.txt EXHIBIT 10.53 BNP Exhibit 10.53 MASSY SACLAY GROUP OF AGENCIES MASSY, NOVEMBER 9, 1999 POSTAL ADDRESS 2-12 CHEMIN DES FEMMES 91300 MASSY TEL: 01 69 19 83 13 ROWECOM FRANCE EXTENSION: RUE DE LA PRAIRIE OUR REFERENCES: AL/SM 91763 PALAISEAU CEDEX YOUR REFERENCES: SUBJECT: CUSTOMIZED CONDITIONS ATTN: MR. PRUDHON Dear Sirs: Pursuant to our various discussions, we have included below the principal conditions and the financing that we suggest setting up for your Business, in the context of entering into a relationship. 1 - EFFECTIVE DATES FOR DOMESTIC OPERATIONS: FOR CREDIT: * BILLS RECEIVED BY FILE TRANSFER effective date + 2 calendar days, date possibly postponed. Commission per slip transmitted: EUR 4.20 excl. taxes Commission per instrument transmitted: EUR 0.44 excl. taxes * ONSITE AND OFFSITE CHECK DEPOSITS* Effective date D (deposit date) + 3 working days. * TRANSFERS RECEIVED Effective date calendar day following receipt FOR DEBIT: * CHECKS ISSUED Effective offset date. - -------- * Translator's note: No English equivalents exist for SUR RAYON and HORS RAYON. The French terms correspond more to geographic zones within which a bank is located, and are, therefore, more precise than "onsite" and "offsite." [handwritten] Doc. 18 = Ex 10.42 * INSTRUMENTS MADE PAYABLE Effective date, calendar day before settlement * TRANSFERS ISSUED FOR VAT, URSSAF [SOCIAL PROTECTION ORGANIZATION] AND SALARIES Effective offset date * OTHER ISSUED TRANSFERS TRANSMITTED BY FILE TRANSFER Effective date of posting 2 - FILE TRANSFER Exchanges of records from bank to customer: EUR 59.46 excl. taxes (ETEBAC 3) This subscription covers 1,000 entries transmitted per month Exchanges of records from customer to bank: EUR 16.77 excl. taxes This subscription covers 20 records transmitted per month 3 - AUTHORIZATIONS FOR SHORT-TERM FINANCING WITH UNDETERMINED DURATION: OVERALL SHORT-TERM FINANCING LINE OF 80 MF, GUARANTEED UP TO 110% BY TRANSFER OF RECEIVABLES, USABLE IN THE FORM OF: [arrow] Overdraft up to 5 MF : interest determined by Eonia average monthly rate + 0.75% commission, inclusive, on the highest overdraft. [arrow] Seasonal credit up to 75 MF with the following variations: 75 MF from November 1 to March 31 35 MF from April 1 to June 15 0 MF from June 16 to October 31 Interest deducted at the periodic Euribor rate + 0.55%, without a bank day 4 - TERMS OF THE ACCOUNT: * DEBT INTEREST (beyond the overdraft) Calculated on the B.N.P. rate + 1.55%, plus 0.06% commission calculated on the highest overdraft in value over the month, limited to half of the debt interest. * ACCOUNT COMMISSION 0.025% on commercial debt flows * QUARTERLY ACCOUNT MANAGEMENT FEES EUR 152.45 excl. taxes For more information on the preceding, as well as on the operations above that are not addressed, we invite you to refer to the booklet on "PRINCIPAL OPERATIONS FOR BUSINESSES," January 1999 edition. We hope that you receive this document in good order, and are available for any additional information. Sincerely, [signature] [signature] Thierry Girard Arnaud Lecat