Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 88




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         Brunswick's adviser regarding Otrabanda in exchange for a fee.               
         On or about September 5, 1990, Brunswick paid a $250,00 fee to               
         Merrill Lynch.                                                               
              By memorandum dated June 19, 1990, den Baas informed ABN's              
         Risk Management Department that Brunswick was interested in                  
         forming a second partnership.  den Baas' memorandum stated in                
         pertinent part:                                                              
              although the loan spread will be 30 bps. the                            
              transaction will yield 85 bps. over LIBOR (the                          
              difference to be paid separately).  Total remuneration                  
              $600,000 excluding the Trust fee.                                       
              The previous deal has been unwound ahead of schedule                    
              and outstandings per June 30, 1990 are $25mm.                           
              Brunswick is in the process of divesting more of its                    
              subsidiaries than originally planned and expects to                     
              generate more capital gains than covered by the first                   
              transaction.  Therefore they requested ABN Trust                        
              Curacao to create a new SPC for a second transactions                   
              with the same parameters as before.                                     
              We will be brought down from $135mm. within three                       
              months to appr. $20mm. and then to $10mm. before year-                  
              end.  The total term of the transaction is anticipated                  
              for one year with a maximum term of 1.5 years.                          
              We are in the process of further syndicating present                    
              outstandings in Willemstad to such a level that this                    
              transaction will not bring us over the agreed upon                      
              level of $2 bln. per June 30, 1990.  This transaction                   
              will NOT be put on the books if this attempt is                         
              unsuccessful and by no means will the maximum                           
              outstandings be more than the $2 bln.                                   
                        *    *    *  *  *  *  *                                       
              The calendar for this transaction will look as follows:                 
              Last week of June purchase of the private placements                    
              for a total amount of $150mm.                                           





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