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a new note. It may not be available under
Dutch law in which case we shall amend to
suit your requirements.
I shall be bringing new loan agreements with me
prepared on the Grid Note Basis.
2. Laidlaw Investments Limited ("LIL"), LIIBV's
parent, will sell a promissory note of U.S.
$124,812,613 payable by Laidlaw Waste Systems Inc. at
ABN prime plus 2 percent to LIIBV in exchange for a
combination of capital of LIIBV and an interest free
loan. The amount of capital that will be attributed to
one share has to be determined by you and Ron Unger
prior to Monday. This promissory note is dated October
14 and LIIBV will have to direct the borrower to pay
the interest accrued from October 14 to October 19 to
LIL.
Ron Unger may need to advise the Dutch tax
authorities of these transactions in advance. Please
confer with him.
LIIBV carried out the instructions in Haworth's letter at
its board meeting on October 20, 1986.
From February 4, 1986, to April 12, 1988, LIIBV's managing
directors met 12 times. DeGroote was present at four of the
meetings and voted by proxy at eight. Haworth was present at
three of those meetings and Cairns was present at two.
LIL owned 100 percent of LIIBV. LIL's proxies at
shareholder meetings for LIIBV included specific instructions
about future transactions.
Cairns and Haworth signed all of the loan agreements,
promissory notes, and assignments of transactions between LIIBV
and petitioners on behalf of petitioners. LTL significantly
influenced LIIBV's lending decisions and operations.
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