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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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