Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 57




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         February of highly rated PPNs, the sale of the PPNs in late March            
         for cash and installment notes, investment of the cash proceeds              
         in highly rated commercial paper, and Brunswick's gradual buy-               
         down of ABN's partnership interest.  den Baas' credit proposal               
         stated that ABN would have the option to withdraw fully from the             
         partnership after January 1, 1991.                                           
              On February 20, 1990, ABN's North Atlantic Credit Committee             
         recommended approval of den Baas' credit proposal stating:                   
              WE RECOMMEND APPROVAL.  AS BRUNSWICK DOES NOT POSSESS                   
              THE SAME HIGH CREDIT STANDING AS PREVIOUS DEALS, PLEASE                 
              MAKE SURE WE CAN LIQUIDATE THE PORTFOLIO IF BRUNSWICK                   
              IS UNABLE TO COME UP WITH THE CASH TO PAY US OUT BY                     
              JANUARY 1991.                                                           
         On February 23, 1990, ABN's Risk Management Department                       
         granted approval for ABN to participate in the proposed                      
         partnership on the condition that ABN would maintain the right to            
         liquidate the portfolio.                                                     
         III. Saba Partnership                                                        
              A.  Sodbury Corporation                                                 
         In The Netherlands, a foundation or stichting is a legal                     
         entity that is managed and administered by a board.  On January              
         18, 1990, ABN established two stichtings, Ronde Klip Foundation              
         (Ronde Klip) and Pietermaai Foundation (Pietermaai).                         
              On January 18, 1990, Sodbury Corporation (Sodbury) was                  
         incorporated in Curacao, Netherlands Antilles.  On February 23,              
         1990, Sodbury and ABN Trust executed an agreement under which ABN            





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