Ambase Corporation, f.k.a. The Home Group Inc. - Page 6




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          issued debt in the Eurobond market, generally guaranteed by the             
          U.S. parent corporation, and lent the proceeds to the U.S. parent           
          or its affiliates.  Depending on the facts in a particular case,            
          the U.S. parent’s payment of interest on its indebtedness to the            
          Netherlands Antilles finance subsidiary might be exempt from                
          withholding tax by reason of the application of the U.S.-                   
          Netherlands Income Tax Convention, as extended by protocol to the           
          Netherlands Antilles.                                                       
          City’s Finance Subsidiary                                                   
               In June 1974, City organized a subsidiary in the Netherlands           
          Antilles named City Investing Finance N.V. (Finance) to                     
          facilitate access to the Eurobond market.  At some point, 20                
          shares of Finance’s common stock at $1,000 par value were issued            
          to City.  City made a payment of $1,000 for 1 share of Finance’s            
          stock in May 1978; the remaining $19,000 due from City was                  
          treated as a “subscription receivable” on Finance’s financial               
          statements.                                                                 
               In 1977 and 1979, City undertook to raise approximately $30            
          million and $50 million, respectively, from sources outside the             
          United States by having Finance issue notes in these amounts in             
          the Eurobond market.  The payment of principal and interest on              
          these notes was unconditionally guaranteed by City.  Finance                
          immediately transferred the proceeds from the notes to City, in             
          exchange for City’s promissory notes.  Before issuance of                   






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