Square D Company and Subsidiaries - Page 34

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          billion (Commitment Letter Addendum).5  The Commitment Letter               
          Addendum specifically provided that the conditions enumerated in            
          section D.(a) of the Commitment Letter (i.e., Schneider’s                   
          obligation to pay loan commitment fee, see supra note 4), applied           
          to the additional funds described in the Commitment Letter                  
          Addendum.                                                                   
               D.   The Bridge Loan                                                   
               On May 30, 1991, the French banks and ACQ (as borrower)                
          entered into the Bridge Loan agreement contemplated by the                  
          Commitment Letter.  The French banks agreed to lend ACQ $1.125              
          billion to purchase petitioner’s outstanding shares.  Section 2.2           
          of the Bridge Loan agreement provided:                                      
               Commitment Fee.  On July 12, 1991, the Borrower [ACQ]                  
               agrees to pay to Societe Generale for distribution pro                 
               rata to each of the Banks, according to its Commitment,                
               a commitment fee from and including the date of                        
               signature hereof [May 30, 1991] to and including July                  
               12, 1991 (or such earlier date as the Total Commitments                
               of the Banks shall have been terminated).  The                         
               commitment fee shall be payable in U.S. dollars at the                 
               rate of three tenths of one percent (0.30%) per annum                  
               on the daily average unutilized amount of the                          
               Commitment of the Banks during such period.  * * *                     
          The Bridge Loan Agreement contained no provisions under which ACQ           
          assumed Schneider’s obligation to pay a loan commitment fee under           
          the Commitment Letter or by which Schneider was relieved of its             



               5 Schneider and its subsidiaries agreed to provide the                 
          remainder of the acquisition price to ACQ in the form of capital            
          contributions and subordinated loans.                                       





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