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price of petitioner, up to a maximum of $900 million (the Term
Loan).3
As consideration for the French banks’ financing commitment,
the Commitment Letter required Schneider to pay a nonrefundable
loan commitment fee equal to 0.3 percent per annum on $1 billion,
payable monthly in advance from the date that receipt of the
Commitment Letter was acknowledged by Schneider (February 18,
1991) until the Bridge Loan was disbursed, but no later than
December 31, 1991.4 The Commitment Letter set forth the basic
3 Schneider and its subsidiaries agreed to provide the
remainder of the acquisition price to its acquisition subsidiary
in the form of capital contributions and subordinated loans.
4 The Commitment Letter, addressed to Schneider
specifically, stated at section D.(a):
Your Company shall pay our two Banks * * * a
commitment fee of 0.30% * * * per annum payable monthly
in advance from the date of acknowledgment of the
receipt of their commitment letter until the bridge
loan is disbursed on US$ 1,000,000,000 (one billion
U.S. dollars), the maximum amount specified for the
bridge loan. Any commitment fee received shall become
the property of the Banks. The receipt of this
commitment fee shall cease upon extension of the bridge
loan, or not later than December 31, 1991, barring an
extension approved by our two Banks and your Group.
The Commitment Letter further provided that “Your Company
guarantees that it will have this letter signed by MERLIN GERIN,
TELEMECANIQUE [i.e., MGSA and TESA] and S.P.E.P. [Schneider’s
controlling shareholder]”. In a section entitled “GROUPE
SCHNEIDER’S COMMITMENTS”, the Commitment Letter stated:
Your Group (i.e. SCHNEIDER and the subsidiaries subject
to consolidation) agrees * * * not to proceed to
acquire new interests other than those of * * *
(continued...)
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