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In addition, the Lease Guaranties provide that in the event of a sale of "all or substantially all" of UV's property to another corporation, the purchaser must assume in writing all of UV's obligations thereunder. Section I of the Sherman Act provides that "[e]very contract, combination .
On December 19, 1978, UV publicly announced that it planned to sell one of its wholly-owned subsidiaries, Federal Pacific Electric Company ("Federal") and on January 19, 1979, UV publicly announced that it planned to liquidate. The most satisfactory evidence on this issue is agreed finding of fact No. It states: Based upon the foregoing, the only conclusion that can be reached is that the trustees agreed to forbear from suing to block the April 30th liquidating distribution, a lawsuit which they clearly were entitled to institute.
50(a), on the ground that plaintiff has failed to establish a prima facie case as to any of its eight causes of action and that all its claims can be decided as a matter of law. This is insufficient to render the sale to Sharon a sale of "all or substantially all" of UV's assets." Thus, Sharon has failed to sustain its claims with respect to the Supplemental Indentures and I find as a matter of law, that it is not entitled to be recognized as successor obligor under the Indentures or Lease Guaranties. Sharon contends that the conduct of the banks in attempting to block the April 30, 1979 liquidating distribution, signing the April Document, refusing to execute Supplemental Indentures, declaring defaults under the Indentures and refusing to permit withdrawals from the 5,000,000 Fund, individually and in combination constitute unlawful restraints of trade.
Because the caption of the action has not yet been amended to reflect this, U. Approximately ,035,000 principal amount of these notes is still outstanding. This meeting was scheduled for the afternoon of April 26, 1979. Chase was then in the process of drafting a document which could be used as a basis for agreement with UV as to the manner in which it would provide for its public debt. Trust was undecided about whether it would go along with the proposed plan, and Manufacturers was reluctant to join in the plan. The general course of action planned by the Banks for the afternoon meeting with UV "was to explain to [UV] that one or more . Robinson also stated that because of these concerns, the Trustees were prepared to go to Court to enjoin the planned liquidating distribution if agreement could not be reached on the question of providing for the indebtedness. Nevertheless, each of Sharon's claims will be examined to determine whether a prima facie case has been presented.
Plaintiff, Sharon Steel Corporation ("Sharon"), commenced this action against defendants, The Chase Manhattan Bank, N. ("Chase"), Manufacturers Hanover Trust Company ("Manufacturers"), and United States Trust Company of New York ("U. All claims and counterclaims pending between and among Sharon, UV and U. Trust were dismissed with prejudice pursuant to stipulation of the parties on May 11, 1981. In so ruling, I have viewed the evidence in plaintiff's favor to the extent possible and have given the plaintiff the benefit of all inferences which reasonably could be drawn from the evidence. Approximately ,775,000 principal amount of these debentures is still outstanding. Under this indenture, UV borrowed approximately ,000,000 by issuing 9 1/4% senior subordinated notes due 1987. Elkhorn Coal Co., 95 F.2d 732 (4th Cir.), aff'd on rehearing, 95 F.2d 737 (4th Cir. As a result of these discussions, the banks decided to request a meeting with UV. The latter, therefore, was preparing its own form of agreement to use as a basis for negotiating with UV. trustees were prepared to enjoin the distribution or in the alternative, agreement in writing had to be worked out promptly as to how the various debt issues would be treated." Tr. At the meeting with UV, a copy of Chase's plan for satisfying the debt was proffered to UV and Horace Robinson, counsel for Chase, set forth the common concerns of the three trustee banks with respect to fulfilling their fiduciary obligations to holders of UV's public debt. Indeed, the evidence shows that the banks were not engaged in competition with respect to an obligor's obligations under outstanding indentures.