Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 64




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         IV.  Saba Transactions                                                       
              A.  Purchase of Private Placement Floating Rate Notes                   
              Merrill Lynch prearranged for Chase Manhattan Bank (Chase)              
         to sell private placement floating rate notes (Chase PPNs) to                
         Saba.  On February 26, 1990, Merrill Lynch transmitted to Chase a            
         Summary of Terms for the PPNs.  On February 28, 1990, the same               
         day that the Saba partners made their capital contributions to               
         the partnership, Saba paid Chase $200 million for one newly-                 
         issued 5-year PPN in the principal amount of $200 million.  On               
         March 19, 1990, Chase reissued the $200 million PPN as four $50              
         million 5-year PPNs.  Other than the principal amounts, the 4                
         PPNs had the exact same terms as the original $200,000,000 PPN.              
         In particular, the Chase PPNs were due on February 15, 1995, and             
         paid interest at the 1-month commercial paper rate plus nine                 
         basis points (360-day year) converted to a money market yield for            
         the actual number of days in the coupon period.  The rate on the             
         PPNs was favorable to Chase because it was slightly less than                
         Chase's alternative sources of funding.  Interest on the Chase               
         PPNs was due and payable monthly on the third Wednesday of each              
         month commencing on March 21, 1990.  The Chase PPNs included a               
         European-style put option exercisable by the holder on April 17,             
         1991, at par plus accrued interest.                                          








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