Charles E. and Noel K. Bradley - Page 6

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               B.   The Signal and Costar Loans                                       
               During 1992 through 1995, petitioner, Mr. Seibert (through             
          1993), and Mr. Poole were shareholders in Stanwich, a Delaware              
          corporation.  Petitioner and Stanwich guaranteed a loan in the              
          original amount of $19,490,692 from Signal Capital Corporation              
          (Signal) to Oneida Products Corp. (Oneida) by guaranty agreements           
          dated August 17, 1988, as amended August 12, 1991.  Shortly                 
          thereafter, in 1992, Signal commenced a lawsuit against                     
          petitioner and Stanwich in the Superior Court of the State of               
          Connecticut8 (Connecticut Superior Court) to collect on loan                
          guaranties made by petitioner and Stanwich with respect to the              
          Oneida loan.  As of October 20, 1992, Signal obtained a                     
          prejudgment attachment of all of petitioner’s right, title, and             
          interest in 95,000 Oralco shares.  As security for the Signal               
          loan, petitioner, by agreement dated October 29, 1992, pledged to           
          Signal his voting trust certificate for the 95,000 Oralco shares.           
          Then, on January 7, 1994, the Connecticut Superior Court issued a           
          judgment in favor of Signal and against petitioner and Stanwich             
          in the principal amount of $24 million with respect to the loan             
          guaranty.9                                                                  

               8 The action was titled Signal Capital Corp. v. Bradley &              
          Stanwich Partners, Inc., docket No. CV-92-0127300-S (Jud. Dist.             
          of Stamford, Conn. Super. Ct. 1992).                                        
               9 As discussed infra, on Aug. 17, 1995, in conjunction with            
          the terms of the Implementing Agreement dated Aug. 18, 1995,                
          Signal terminated its liens against petitioner and other parties.           
                                                             (continued...)           




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