Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 68




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         value of the Chase PPNs and the accrued interest on the PPNs,                
         less the private placement discount and the cash received upon               
         the sale of the Chase PPNs, as follows:                                      

         Fuji LIBOR Notes                                                             
         Par value of 2 Chase PPNs                          $100,000,000              
         Plus accrued interest (through March 23)           47,192                    
         100,047,192                                                                  
         Less private placement discount                    (750,000)                 
         99,297,192                                                                   
         Less cash received                                 (80,000,000)              
         Merrill Lynch origination value                    $ 19,297,192              
         Norinchukin LIBOR Notes                                                      
         Par value of 2 Chase PPNs                          $100,000,000              
         Plus accrued interest (through March 23)           47,192                    
         100,047,192                                                                  
         Less private placement discount                    (750,000)                 
         $ 99,297,192                                                                 
         Less cash received                                 (80,000,000)              
         Merrill Lynch origination value                    $ 19,297,192              
              According to Pepe's computations, Saba received                         
         consideration totaling $198,594,384 consisting of the                        
         $160,000,000 in cash and the Fuji and Norinchukin LIBOR notes                
         with a combined present value of $38,594,384.  The difference                
         between the par value of the Chase PPNs plus accrued interest                
         ($200,094,384) and the total consideration that Saba received                
         ($198,594,384) reflects the $1,500,000 private placement discount            
         on the sale of the Chase PPNs.                                               
         Contrary to the origination value that Pepe assigned to the                  
         LIBOR notes, Saba listed the value of the LIBOR notes in its                 






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