Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 32




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         listing of Nireco shares on the Japanese Over-the-Counter stock              
         exchange.  In November 1989, Brunswick decided to sell all of its            
         remaining Nireco shares.                                                     
              On January 29, 1990, Brunswick and Merrill Lynch executed a             
         letter agreement under which Merrill Lynch agreed to act as                  
         Brunswick's exclusive financial adviser in connection with the               
         sale of Brunswick's Nireco stock in exchange for a fee of 1.125              
         percent of the proceeds of the sale (the Nireco fee agreement).              
              On March 5, 1990, Reichert and McManaman appeared before the            
         New York Society of Security Analysts.  McManaman informed the               
         analysts that Brunswick anticipated realizing approximately $125             
         million from the sale of businesses in its Technical group and               
         that net proceeds from the sales would be used to reduce                     
         Brunswick's debt.  Between October 1989 and October 1990,                    
         Brunswick's debt to capitalization ratio was reduced from 42.2               
         percent to 28.3 percent.                                                     
              On March 28, 1990, Brunswick and Merrill Lynch executed a               
         letter agreement amending the IPD and Nireco fee agreements to               
         provide that Brunswick would pay additional fees of $750,000,                
         $500,000, and $250,000 upon the sales of Vapor Corporation, TXT,             
         and Brunswick's Nireco stock, respectively.                                  
              On September 4, 1990, Brunswick and Merrill Lynch executed a            
         letter agreement further amending the IPD and Nireco fee                     
         agreements to provide that Brunswick would pay additional fees of            





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