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SETTLEMENT AGREEMENT <br /> This Settlement Agreement ("Agreement") is made as of <br /> the Effective Date, as hereinafter defined, by and between, <br /> on the one hand, Barclays Business Credit, Inc. , a Connecticut <br /> corporation ("Barclays") , and Barclays' affiliate, ITL-Cross, <br /> Inc. , a Delaware corporation ("ITL-Cross") , and, on the other <br /> hand, Michael McGranahan, in hi: capacity as trustee (the <br /> "Trustee") of the Chapter 7 bankruptcy estate (the "Estate") of <br /> Branson-Cross Lumber Company ("Debtor") . <br /> This Agreement is made with reference to the following <br /> recitals: <br /> A. Debtor filed a voluntary petition for relief under <br /> Chapter 7 of the United States Bankruptcy Code (11 U.S.C. S 101 <br /> et s_eec . , the "Bankruptcy Code") on July 18, 1991 (the "Petition <br /> Date") in the United States Bankruptcy Court for the Eastern <br /> District of California, Modesto Division (the "Bankruptcy Court") <br /> and was assigned Chapter 7 Case No. 91-92464 (the "Chapter 7 <br /> Case") . <br /> B. Prior to the Petition Date, Debtor and Barclays had <br /> entered into that certain Loan and Security Agreement dated as of <br /> June 13 , 1990 (the "Loan and Security Agreement") , a copy of <br /> which is attached as Exhibit A to Barclays' Proof of Claim filed <br /> in the Chapter 7 Case on or about April 23, 1993 (the "Proof of <br /> Claim") , whereby Barclays provided certain loans, extensions of <br /> credit and financial accommodations to Debtor. <br /> C. As a condition of Barclays' financing of Debtor, Debtor <br /> required that Barclays also provide loans, extensions of credit <br /> and financial accommodations to Branson-Cross Investment Co. , a <br /> California general partnership ("BC Investment") , in order to <br /> refinance the existing indebtedness on the real property <br /> facilities located at 11800 Harlan Road, Lathrop, California, <br /> then owned by BC Investment and leased to Debtor for the conduct <br /> of Debtor's business operations (the "Real Property Collateral") . <br /> D. The loans, extensions of credit and financial <br /> accommodations to BC Investment are evidenced by that certain <br /> Secured Promissory Note dated June 13 , 1990 in the original <br /> principal amount of $2 ,500, 000.00 executed by BC Investment in <br /> favor of Barclays (the "Real Estate Term Note") , a copy of which <br /> is attached as Exhibit B to Barclays' Proof of Claim. <br /> E. Pursuant to that certain Continuing Guaranty Agreement <br /> dated as of June 13 , 1990 (the "Continuing Guaranty Agreement") , <br /> a copy of which is attached as Exhibit C to Barclays' Proof of <br /> Claim, Debtor guaranteed to Barclays the full payment and <br /> performance of all of the obligations, then existing or <br /> thereafter incurred, of BC Investment to Barclays (with the term <br /> 3435XA002F.NPB EXHIBIT A <br />