Anthony Teong-Chan Gaw as Transferee of Radcliffe Investment LTD. - Page 87

                                                 - 17 -                                                    
            Shanghai Banking Corp. of San Francisco against Radcliffe under a                              
            standby letter of credit issued by that branch with respect to                                 
            Radcliffe.  That reimbursement was effected by having the loan                                 
            proceeds credited to an account of Bangkok Bank HK branch that                                 
            was maintained with Bangkok Bank LA branch.                                                    
                  To document the original BB Loan No. 1, petitioner signed on                             
            behalf of Radcliffe (1) a promissory note that was made payable                                
            to Bangkok Bank LA branch and that was in the same amount as that                              
            loan, (2) a continuing, unlimited, unconditional promise (contin-                              
            uing, unlimited, unconditional promise) by Radcliffe to Bangkok                                
            Bank LA branch that stated that Radcliffe agreed to perform its                                
            obligations under that loan, and (3) an agreement (general secu-                               
            rity agreement) that stated that Bangkok Bank LA branch had a se-                              
            curity interest in all of Radcliffe's personal property and in                                 
            all of its real property pledged to or in the possession of that                               
            branch.8                                                                                       
                  Petitioner also requested on behalf of Radcliffe in the May                              
            16, 1984 letter that Bangkok Bank HK branch issue to Bangkok Bank                              
            LA branch a standby letter of credit for $1,000,000 with respect                               
            to Radcliffe.  Bangkok Bank HK branch complied with that request                               
            by issuing on May 17, 1984, the date on or about which the                                     
            original BB Loan No. 1 was funded, a $1,000,000 standby letter of                              
            credit with respect to Radcliffe ($1,000,000 standby letter of                                 

            8  The continuing, unlimited, unconditional promise and the                                    
            general security agreement applied to all other loans and exten-                               
            sions of credit by Bangkok Bank LA branch to Radcliffe.                                        



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