Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 87




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         1990, swap due to Brunswick's sale of the 3 LIBOR notes.  This               
         swap was completely terminated on July 2, 1991, following SBC's              
         sale of the remaining Norinchukin LIBOR note.                                
              On September 14, 1990, concurrent with the partial                      
         redemption of Sodbury's partnership interest, Brunswick and                  
         Merrill Lynch entered into a third swap.  Brunswick used the swap            
         to hedge a substantial percentage of its interest in the                     
         remaining Norinchukin LIBOR note held by Saba.  This swap was                
         completely terminated on July 2, 1991, following SBC's sale of               
         the remaining Norinchukin LIBOR note.                                        
         VI.  Otrabanda Investerings Partnership                                      
              A.  Structure                                                           
              On June 13, 1990, Brunswick, through Mayer, Brown & Platt,              
         requested that Merrill Lynch arrange a second partnership with a             
         structure slightly different from Saba.  Brunswick requested that            
         the foundations (stichtings) own the stock of subsidiary #1 which            
         in turn would own the stock of subsidiary #2.  Brunswick                     
         requested that subsidiary #1 obtain a loan from ABN and use the              
         proceeds to capitalize subsidiary #2 with equity and that                    
         subsidiary #2 act as the third partner in the new partnership.               
         On June 20, 1990, Brunswick and Merrill Lynch entered into a                 
         letter agreement under which Merrill Lynch agreed to serve as                









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