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period from May 30 to June 12, 1991, and the $1,056,020 at issue
represents the fee owed from February 18 through June 12, 1991,24
the amount at issue covers periods where Schneider alone was
legally obligated to pay, and a brief period where both Schneider
and ACQ were obligated to pay. Thus, the commitment fee
respondent has challenged includes amounts for which ACQ, as well
as Schneider, was obligated.
In the case of the legal fees, the question of who was
obligated to pay them is more difficult. It is clear that
Schneider was initially obligated to pay the legal fees. A
letter from Schneider to the French banks, which was required by
the Commitment Letter, contains the following provision: “We
herewith declare that our Company agrees to indemnify your two
Banks * * * as to all costs, expenses or liabilities or [sic] any
kind whatsoever arising from” the Bridge Loan. As with the
Commitment Letter itself, we find that “our Company” refers to
Schneider; thus, Schneider was initially obligated.
The Bridge Loan agreement, on the other hand, provides as
follows:
24 There has been no suggestion that Schneider and ACQ each
owed separate 0.3 percent loan commitment fees with respect to
the same undisbursed funds. Thus, unless the banks charged no
commitment fee under the Bridge Loan agreement, or charged a
separate fee that does not appear in the record, the $1,056,020
at issue would appear to include payments made under both the
Commitment Letter and Bridge Loan agreement.
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