Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 58




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         Trust agreed to provide managerial services to Sodbury in                    
         exchange for an annual fee of $25,000.  At the time that Sodbury             
         was incorporated, Ronde Klip and Pietermaai each received one-               
         half or 3,000 shares of the 6,000 shares of Sodbury common stock             
         authorized to be issued.  Each Sodbury share had a par value of              
         $1 for a total capitalization of $6,000.                                     
              On February 26, 1990, ABN's Willemstad branch (ABN-                     
         Willemstad) and Sodbury entered into a revolving credit agreement            
         (RCA) under which ABN-Willemstad agreed to loan Sodbury up to                
         $125 million.  By agreements dated February 26, 1990, Ronde Klip             
         and Pietermaai pledged their Sodbury stock as security for the               
         RCA.                                                                         
              On February 26, 1990, ABN-Willemstad and Sodbury entered                
         into a second agreement under which ABN-Willemstad agreed to lend            
         Sodbury up to $60 million, subordinated to the RCA described                 
         above.  Sodbury would not be required to pay interest on any such            
         loan unless the outstanding principal was not paid on the                    
         expiration date.                                                             
              By agreements dated February 26, 1990, Ronde Klip and                   
         Pietermaai granted ABN irrevocable options to purchase their                 
         Sodbury shares at par value.                                                 











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