Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 110




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         partly financing the purchase of the IBJ CDs with a conventional             
         amortizing loan and effectively converted the transaction, from              
         Sumitomo's perspective, to synthetic funding below Sumitomo's                
         funding rates.  Further, Sumitomo's payments under the hedge swap            
         were much less volatile than the payments required to be made                
         under the LIBOR notes.                                                       
              C.  Bartolo-ABN-Merrill Lynch Swaps                                     
              Bartolo entered into interest rate swaps with ABN and ABN               
         entered into mirror swaps with Merrill Lynch to reduce Bartolo's             
         and ABN's interest rate risk associated with the 4 Sumitomo LIBOR            
         notes held by Otrabanda.                                                     
              D.  Banque Francaise du Commerce Exterieur Swaps                        
              Merrill Lynch offered BFCE a swap in connection with BFCE's             
         purchase of the 4 LIBOR notes from Brunswick.  The Merrill Lynch-            
         BFCE swap, which was designed to replicate the economic effect of            
         investing in an amortizing loan that paid a margin over LIBOR,               
         effectively converted the purchase of the LIBOR notes, from                  
         BFCE's perspective, to a synthetic amortizing asset at a rate                
         above BFCE's financing rate.                                                 
              E.  Brunswick Swaps                                                     
              On October 11, 1990, concurrent with Brunswick's purchase of            
         50 percent of Bartolo's partnership interest in Otrabanda,                   
         Brunswick and Merrill Lynch entered into a swap agreement. On                
         November 1, 1990, concurrent with the partial redemption of                  






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