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Effective Date will not occur unless Rockport has made the
payment, if any, required by the preceding paragraph.”
6. Consent
Prior to becoming members of SMP, CLIS and Generale Bank
required Mr. Lerner, as manager of SMP, to execute a document
(the consent) to provide advance consent to transfer CLIS’s and
Generale Bank’s preferred interests and to withdraw from SMP.33
White & Case drafted the consent on behalf of CLIS and Generale
Bank and dated it “___________, 1996”.34
Prior to CLIS’s and Generale Bank’s becoming members of
SMP, Mr. Lerner, as manager of SMP, signed the consent agreeing
to CLIS’s and Generale Bank’s transfer of preferred interests in
SMP and withdrawal as members of SMP.
D. Assignment to Santa Monica Finance, B.V.
On December 23, 1996, Mr. Geary sent Mr. Lerner: (i) A
facsimile of an instrument assigning Generale Bank’s 61.27-
percent preferred interest in SMP to Santa Monica Finance, B.V.;
and (ii) an executed ratification certificate from the latter
entity.
33 CLIS and Generale Bank planned to transfer the preferred
interests to a CDR affiliate, Santa Monica Finance B.V., before
the put under the side letter agreement was exercised.
34 Mr. Lerner executed two other consents for the transfer
of preferred interests and the withdrawal of an unnamed “Member”
of SMP. These consents were also predated “ , 1996”.
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