Square D Company and Subsidiaries - Page 63

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               When the Bridge Loan agreement was signed (on May 30, 1991),           
          ACQ agreed to pay a commitment fee on any funds not disbursed.              
          The fee was set at the same level as the fee in the Commitment              
          Letter.  Nothing in the Bridge Loan agreement obligated ACQ to              
          assume Schneider’s obligation to pay the fee under the Commitment           
          Letter, nor did the Bridge Loan agreement expressly relieve                 
          Schneider of its obligation under the Commitment Letter to pay a            
          commitment fee until the funds were disbursed.  Thus, from May              
          30, when the Bridge Loan agreement was signed, until June 12,               
          when the Bridge Loan was disbursed, both ACQ (under the Bridge              
          Loan agreement) and Schneider (under the Commitment Letter) were            
          legally obligated to pay a commitment fee equal to 0.3 percent of           
          the undisbursed funds.23                                                    
               Respondent asserts he is challenging only the commitment fee           
          incurred by Schneider under the Commitment Letter; i.e., the fee            
          provided in the Commitment Letter covering the period from                  
          February 18 through June 12, 1991.  Thus, respondent contends, he           
          is not challenging the deduction of any fees owed under the                 
          Bridge Loan agreement (for which ACQ was the obligor).  We                  
          disagree.  Since both Schneider and ACQ were obligated for a                
          commitment fee equal to 0.3 percent of undisbursed funds for the            


               23 The Term Loan also provided for a commitment fee to be              
          paid with respect to any undisbursed funds, but none was paid               
          because execution of the loan documents and disbursement occurred           
          on the same day.                                                            





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