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Trust agreed to provide managerial services to Sodbury in
exchange for an annual fee of $25,000. At the time that Sodbury
was incorporated, Ronde Klip and Pietermaai each received one-
half or 3,000 shares of the 6,000 shares of Sodbury common stock
authorized to be issued. Each Sodbury share had a par value of
$1 for a total capitalization of $6,000.
On February 26, 1990, ABN's Willemstad branch (ABN-
Willemstad) and Sodbury entered into a revolving credit agreement
(RCA) under which ABN-Willemstad agreed to loan Sodbury up to
$125 million. By agreements dated February 26, 1990, Ronde Klip
and Pietermaai pledged their Sodbury stock as security for the
RCA.
On February 26, 1990, ABN-Willemstad and Sodbury entered
into a second agreement under which ABN-Willemstad agreed to lend
Sodbury up to $60 million, subordinated to the RCA described
above. Sodbury would not be required to pay interest on any such
loan unless the outstanding principal was not paid on the
expiration date.
By agreements dated February 26, 1990, Ronde Klip and
Pietermaai granted ABN irrevocable options to purchase their
Sodbury shares at par value.
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