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terms of the Bridge and Term Loans, including commitment fees of
0.3 percent per annum on any amounts of the Bridge or Term Loans
not disbursed. Schneider also agreed to indemnify the French
banks for any legal fees associated with their agreement to
commit funds to Schneider. A letter from Schneider to the French
banks, which the Commitment Letter required, contained the
following provision: “We herewith declare that our Company
agrees to indemnify your two Banks * * * as to all the costs,
expenses or liabilities or [sic] any kind whatsoever arising
from” the credit facility.
The Commitment Letter specified that the Bridge and Term
Loans would be made to a Schneider subsidiary that was to be
newly organized for the purpose of acquiring petitioner. Thus,
while Schneider obtained the commitment to finance, it never
intended to be the borrower.
B. Takeover Events and Litigation
On February 19, 1991, Schneider submitted to petitioner’s
4(...continued)
[petitioner] * * * in net annual amounts greater than
its annual consolidated available cash flow.
* * * * * * *
Your Company guarantees compliance with this provision
by all the subsidiaries in which it has a controlling
interest * * *
* * * * * * *
To permit our two Banks to monitor this commitment on
the part of your Group, your Company and S.P.E.P. will
provide them * * * with all the necessary accounting
data.
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