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Exhibit 10.08  


 
 

BNP Paribas—B&G Loan Agreement
  (English Summary of French Language Document)    
    


Parties:



BNP
PARIBAS SA

16, Boulevard des Italiens

75008 Paris

(the "Bank") 


B&G
(the "Borrower") 


TITLE 1: Specific Conditions  


LOAN CHARACTERISTICS  


Amount and Term of the Loan: 



Amount:
2,592,000 Euros

Term: 84 monthso 


Purpose of the Loan: 


To
finance the acquisition of Trend Plastic, 15665 South Keller Street, Olathe, Kansas 66062-3515. 


Investment Source of Funds  


100%
of the amount of the investment is financed by the Loan. 



Delivery of Loan Proceeds  


Borrower
will give payment written instructions to the Bank. One lump sum transfer to Borrower's account at the Bank. 


The
realization of the loan will be evidenced by the Bank's books. 


Loan Conditions  


The
Bank will not deliver the loan proceeds to the Borrower until: 



	•
	execution
of the Loan Agreement;



	•
	guaranties;



	•
	evidence
that Borrower has provided its own funds;



	•
	show
the Banks documents concerning the investments in question. 




Loan Guaranty  



	•
	The
guarantor, Holding WILSON, is jointly and severally liable with the Borrower, in accordance with a Guaranty of even date herewith. 




Loan Cost  


2,900.00
Euros, plus the applicable duties, the tax stamps and the registration duties. 


FINANCIAL CONDITIONS  



Interest:    5.10% per year (360 days per year; 30 days per month). 





 

Reimbursement:    28 quarterly payments of 111,659.25 Euros. 


Global Effective Rate:    5.203% per year. See Consumer Code Articles L.313.1 et seq. 


Acceleration:    Pursuant to Section 25 et seq. of the Order No. 67-838 of September 28, 1967. 



Payment modalities and place:    Borrower hereby authorizes the Bank to deduct from the Borrower's account each installment payment, when due. 


TITLE—GENERAL CONDITIONS  


Financial ratios: 


The
Borrower guarantees that, at the date of its annual financial statements, the following ratios will exist: 



	•
	Financial
Indebtedness: Net Situation after Allocation of the Credit Balance < 0.5



	•
	Financial
Indebtedness: Operation Cash Flow < 1.7 




Representations made by the Borrower  



	•
	Duly
registered company; has capacity to enter into this contract; this Loan Agreement and the Guaranty have been duly approved, ratified and confirmed;



	•
	Accurate
and true and fair accounting view;



	•
	The
financial Statements delivered to the bank are accurate, in accordance with French accounting principles;



	•
	No
occurrence of events that have a substantially negative effect;



	•
	No
litigation that has a substantially negative effect;



	•
	Its
assets are duly insured for a value equal to the reconstruction value;



	•
	No
potential fact or event that may lead to the anticipated payability of the Loan;



	•
	The
Borrower has timely paid its payroll, taxes, and other employment related payments. 




Communication to be made to the Bank  



During
the term of the Loan, the Borrower will: 



	•
	give
the bank the certified year-end financial statements and related documents required by law, no later than 3 months after the end of each fiscal year;



	•
	give
the bank a certified copy of the tax returns within three months of the end of the fiscal year;



	•
	send
to the Bank the minutes of any annual or special meeting;



	•
	inform
the Bank of any change of legal status and of any event that may have a substantially negative effect on the value of the guarantees or on Borrower's ability to
reimburse the Loan;



	•
	communicate
any legal accounting or financial information that the Bank may reasonably request;



	•
	inform
the Bank of any planned change of stockholders that, notably, will transfer the control of Borrower to a new Company or to a new Group;



	•
	inform
the Bank of any fact or event that could result in acceleration. 



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Obligations of the Borrower  


Borrower
will not, without the prior written approval of the Bank: 



	•
	grant
any security, pledge, lease or alienate in any other way its real property or other tangible and intangible assets of its business;



	•
	incur
any additional excessive debt which, together with existing debt, could exceed the Borrower's ability to repay the loan;



	•
	jeopardize
the value of any pledged asset, change their nature or lease them. 




Violation
of this Article could result in acceleration of the Loan. 


Additional Obligations of the Borrower  



The
Borrower will not, without the Bank's prior written consent, 



	•
	Transfer
all or part of its assets, except in the ordinary course of business;



	•
	Engage
in any transaction with any subsidiary, as defined in Section L.233.3 of the French New Commerce Code, that is not at arm's-length. 




Prepayment of the Loan.  


Borrower
may prepay all or part of the Loan at any time, provided the prepaid amount equals at least 10% of the initial amount and provided that a one-month notice is given to the Bank. 


The
Bank will collect a penalty in connection with prepayment, calculated as set forth in Schedule I. 


Minimum
prepayment penalty: 301.90 Euros 


Acceleration of the Loan  


The
Bank may accelerate the Loan upon 15 days' notice in the event of: bankruptcy; failure to pay any amount of money when due; misconduct of the Borrower or financial difficulties as defined
in Section 60 of the Law No. 84-46 of January 24, 1984; misrepresentation; merger, division, acquisition, liquidation or winding up of the Borrower; sale of the
Borrower within the scope of bankruptcy laws; change of legal status or transfer of the headquarters outside of France without the Bank's consent; new taxes on the interest and the commission unless
Borrower pays for these taxes; important change of the status, capacity, assets or structure without the Bank's approval; failure of payment that has been reported to the French Bank;
non-performance of any obligation by Borrower or any guarantor; failure to effectuate any guaranty within one month of execution hereof. 


Changes of Conditions  



This
loan is based on existing economic and legal conditions in France. 


In
case of any change in such conditions or any decision of the public authorities, the Bank will notify the Borrower. If the parties are unable, within 15 days, to modify this Agreement to
reflect the consequences of these changes, the Borrower will either have to assume any additional expense of the Loan or immediately prepay the Loan. 


Notices  


Must
be made by mail. In some extraordinary circumstances, telephone, telex or fax communications are acceptable if confirmed by mail. 


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Addresses
for Notice: 



	If to Borrower:	 	Société Bourgogne et Grasset

Savigny les Beaunes

21420, Lieudit La Champagne

Z1 Beaune Savigny

France
	

If to the Bank:	
 	

BNP Paribas

Agence de Beaune

26 Place Carnot

21200 Beaune

France





Loan Expenses:    The Borrower will pay all expenses incurred in connection with this Loan. 


Application of payments  


First:
costs and related expenses

Second: Penalties

Third: Late payment interest

Fourth: Commissions

Fifth: Contractual interest

Sixth: Principal 


Guaranties—Novation  


Guaranties
granted to the Bank will not affect the rights and actions of the Bank and will not modify the commitments of bound parties but will be added to these commitments. 


No Assignment or Transfer  


A—No
assignment or transfer by Borrower without the Bank's prior written consent 



B—The
Bank may assign or transfer any or all of its rights and obligations to any other Bank, and may assign its claim to a claim funds. 


No Waiver  


The
rights under this Agreement are cumulative. Any failure to enforce a right shall not operate as a waiver of such right. 



Schedules  


Are
made part of this Agreement 


Schedule I:
Formula for calculating prepayment penalty 


Choice of Domicile  


Bank:
Beaune Branch

Borrower: Headquarters 


Signature Section  



Signed
in Dijon on February 14, 2001 


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Amendment    
    



Purpose of the Loan:  


To
finance the acquisition of part of the tangible and intangible assets of Trend Plastic, 15665 South Keller Street, Olathe, Kansas 66062-3515. 


Signature Section  


Signed
in Dijon on February 21, 2001 


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BNP Paribas—B&G Loan Agreement (English Summary of French Language Document)

Amendment