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the Company other than GB, CLIS, Rockport or their affiliates” as
of the closing date on the exchange and contribution agreement.
In similar fashion, the advisory fee agreement provides that
“Rockport hereby agrees that notwithstanding any provision of the
Letter Agreement to the contrary, the Effective Date will not
occur unless Rockport has made the payment, if any, required by
the preceding paragraph.”
i. Banks’ Understanding
Sean Geary of White & Case was CDR’s principal U.S. counsel
in the sale of New MGM and its lawyer in the transaction with
Rockport Capital.106 He testified that at all times Mr. Jouannet
had in mind a price for the CDR transaction of approximately $10
million.
The bottom-line result of the banks’ purported partnering
with SMP, and the exercise of their put some 3 weeks later, was
that the banks received their anticipated $10 million price for
the CDR transaction. The advisory fee was paid to the banks up
front, as a precondition to the CDR transaction’s becoming
106 Mr. Geary has practiced law at White & Case for more than
30 years. He represented Credit Lyonnais and CDR for many years
before the CDR transaction and had a very significant role with
those companies vis-a-vis MGM. In fact, from January 1992 until
New MGM was sold in 1996, Mr. Geary served on the board of
directors of MGM-Pathe (and its successors). Although Mr.
Geary’s expertise was primarily in bank finance, his
representation of Credit Lyonnais and CDR was much broader--he
did “all their auditing on a big picture basis.” Mr. Geary
drafted the stock purchase agreement for the New MGM sale.
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