Ambase Corporation, f.k.a. The Home Group Inc. - Page 4




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          terms were most favorable.  In 1977, City had notes payable of              
          more than $70 million to U.S. banks pursuant to a revolving                 
          credit agreement dated April 1, 1975.  The notes bore interest at           
          a floating rate of one-half percentage point above the prime                
          rate, and the notes had maturities of 3 to 7 years.  In order to            
          obtain long-term financing at a fixed rate and to reduce the                
          amount of indebtedness owed to the U.S. banks under the revolving           
          credit agreement, City sought access to the Eurobond market.                
          Eurobond Market/Use of Netherlands Antilles Finance Subsidiaries3           
               During the years at issue, a major capital market outside              
          the United States was the Eurobond market.  The Eurobond market             
          was not an organized exchange but rather a network of                       
          underwriters and financial institutions that marketed bonds                 
          issued by private corporations (including, but not limited to,              
          finance subsidiaries of U.S. companies), foreign governments and            
          their agencies, and other borrowers.  In addition to individuals,           
          purchasers of the bonds included institutions such as banks                 
          (frequently purchasing on behalf of investors with custodial                
          accounts managed by the banks), investment companies, insurance             
          companies, and pension funds.  There was a liquid and well-                 
          capitalized secondary market for the bonds with rules of fair               
          practice enforced by the Association of International Bond                  



               3 The description which follows is based upon the parties’             
          stipulations.                                                               





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