"BC Obligations" being hereinafter used, without duplication, to
<br /> refer to both (i) the obligations of BC Investment to Barclays
<br /> and (ii) the obligations of Debtor to Barclays under the
<br /> Continuing Guaranty Agreement to pay and perform such obligations
<br /> of BC Investment to Barclays) .
<br /> F. As of the Petition Date, the BC Obligations were in the
<br /> aggregate amount of $2,429,484 .47, which amount was comprised of
<br /> (i) outstanding principal under the Real Estate Term Note in the
<br /> amount of $2, 395, 832 .97, and (ii) accrued interest on the Real
<br /> Estate Term Note in the amount of $33 , 651.50, as computed
<br /> according to a variable rate formula (when last adjusted, at the
<br /> rate of $657 per diem) .
<br /> G. The BC Obligations were secured by:
<br /> (i) a lien against and a security interest in the Real
<br /> Property Collateral, as more particularly described in the Deed
<br /> of Trust, Assignment of Rents, Security Agreement, and Fixture
<br /> Filing executed by BC Investment in favor of Barclays dated as of
<br /> June 13 , 1990 (the "Deed of Trust") , a copy of which is attached
<br /> as Exhibit D to the Proof of Claim, and
<br /> (ii) substantially all of Debtor's real and personal
<br /> property, including, without limitation, all accounts, inventory,
<br /> equipment, fixtures, general intangibles, monies, instruments,
<br /> documents, intellectual property and other property as more
<br /> particularly evidenced and described by (a) the Loan and Security
<br /> Agreement, (b) the Continuing Guaranty Agreement, (c) the
<br /> Leasehold Deed of Trust, Assignment of Rents, Security Agreement,
<br /> and Fixture Filing executed by Debtor in favor of Barclays dated
<br /> as of June 13 , 1990 (Exhibit E to the Proof of Claim) , and
<br /> (d) the UCC-1 Financing Statement executed by Debtor in favor of
<br /> Barclays (Exhibit F to the Proof of Claim) (collectively, the
<br /> "Security Documents") .
<br /> H. Pursuant to paragraph 2 of that certain pre-petition
<br /> letter agreement dated April 9, 1991 among Barclays, Debtor, and
<br /> BC Investment (the 114/9/91 Letter Agreement") , a copy of which is
<br /> attached as Exhibit G to the Proof of Claim, all proceeds of
<br /> Barclays' collateral are to be delivered to Barclays and credited
<br /> to Debtor's "Loan Account" , as defined in the Loan and Security
<br /> Agreement, to be offset against Barclays' claims. To the extent
<br /> such proceeds received by Barclays exceeded the amount of
<br /> Debtor's obligations to Barclays for loans made under the Loan
<br /> and Security Agreement, such proceeds created a credit balance in
<br /> the Loan Account (the "Credit Balance") . From and after
<br /> April 1, 1991, the Credit Balance has accrued interest for the
<br /> benefit of Debtor as provided in the 4/9/91 Letter Agreement. As
<br /> of the Petition Date, the amount of the Credit Balance was
<br /> $327, 229.95, and interest continues to accrue as provided for in
<br /> the 4/9/91 Letter Agreement at the rate of approximately $25 per
<br /> 3435\A002P.NP8 2
<br />
|