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ship agreement). During all relevant periods, Partnership, a
general partnership governed by the laws of Colorado, maintained
its books and records and filed its Forms 1065 on a calendar year
basis using the accrual method of accounting.
In connection with the formation of Partnership, a series of
interrelated events occurred. Contemporaneous with the formation
of Partnership, on June 14, 1988, pursuant to a written purchase
agreement (purchase agreement), PFI purchased an undivided 35-
percent interest in Republic Plaza from BCE, whereupon BCE owned
a 65-percent undivided interest therein.
Immediately thereafter, also on June 14, 1988, PFI and BCE
contributed their respective interests in Republic Plaza to
Partnership. Partnership took ownership of Republic Plaza
subject to a promissory note, dated April 30, 1986, that obli-
gated BCE to pay $200 million to Teachers Insurance and Annuity
Association (TIAA). Pursuant to an agreement between TIAA and
Partnership that was entered into as of June 14, 1988, that note
was restructured. Effective June 17, 1988, as restructured,
Partnership became the obligor under the promissory note issued
to TIAA (TIAA term loan), the outstanding principal balance of
that note was reduced to $177,766,184, the maturity date of that
note was changed to May 1, 2011, and that note required monthly
payments of varying amounts of principal and interest over the
term of the loan until it matured on May 1, 2011.
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Last modified: May 25, 2011