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obligation to pay a commitment fee from February 18, 1991 until
the Bridge Loan was disbursed.
Regarding the legal fees, the Bridge Loan agreement stated:
The Borrower [ACQ] shall: * * * (iii) indemnify each
Bank, its officers, directors, employees,
representatives and agents from and hold each of them
harmless against any and all losses, liabilities,
claims, damages or expenses incurred by any of them
arising out of or by reason of any investigation,
litigation or other proceeding related to the
Acquisition,[6] or the Borrower’s or any other party’s
entering into and performance of this Agreement * * *,
including the reasonable fees and disbursements of
counsel incurred in connection with any such
investigation, litigation or other proceeding * * *
The French banks disbursed the Bridge Loan of $1.125 billion to
ACQ on June 12, 1991.7
E. The Term Loan
On August 19, 1991, petitioner signed the Term Loan
agreement, and the French banks and a syndicated group of other
banks disbursed the funds that same day. The Term Loan agreement
contained language regarding the payment of a commitment fee and
legal expenses similar to that contained in the Bridge Loan
agreement. Petitioner used the Term Loan proceeds to repay the
Bridge Loan made to ACQ. Effective August 22, 1991, ACQ merged
6 “Acquisition” was defined in the Bridge Loan agreement as
ACQ’s acquisition of petitioner’s capital and preferred stock
pursuant to the offer of purchase, dated Mar. 4, 1991, as
supplemented.
7 ACQ used the proceeds of the Bridge Loan, together with
Schneider’s capital contributions and subordinated loans, to
acquire petitioner’s shares pursuant to the Revised Tender Offer.
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