Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 78




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                        LIBOR Note                     Imputed                        
         Payment Date         Payment       Principal   Interest                      
         October 2, 1990     $551,443     $528,099    $23,344                         
         January 2, 1991     548,356       514,425     33,931                         
         April 2, 1991       488,126       448,778     39,348                         
              K.  Transfer and Termination of 3 LIBOR Notes                           
              On December 27, 1990, BOT assigned its rights under the                 
         Norinchukin LIBOR note that it had purchased from Brunswick to               
         Banque Francaise du Commerce Exterieur (BFCE) for $7,510,040.  On            
         January 2, 1991, Fuji paid $16,063,182 to BOT in cancellation of             
         the two Fuji LIBOR notes that BOT had purchased from Brunswick.              
         On June 28, 1991, Norinchukin paid $7,040,954 to BFCE in                     
         cancellation of the Norinchukin LIBOR note.                                  
              L.  Formation of SBC International Holdings, Inc. (SBC)                 
              On April 3, 1991, Saba organized SBC International Holdings,            
         Inc. (SBC).  Saba transferred $744,109 in cash, $49,835,451 of               
         Brunswick commercial paper, $27,902,067 of other commercial                  
         paper, and the remaining Norinchukin LIBOR note valued at                    
         $7,752,000 to SBC in exchange for all 100 shares of SBC's                    
         outstanding stock.                                                           
              On April 3, 1991, Saba amended its partnership agreement to             
         provide, among other things, that Sodbury would not pay any                  
         portion of SBC's Federal income taxes.                                       










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