Norwest Corporation and Subsidiaries, Successor in Interest to United Banks of Colorado, Inc., and Subsidiaries, et al. - Page 17

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                    3.  The 1981 Transactions                                         
                    a.  The 1700 Partnership                                          
               1700 Lincoln Limited (the 1700 Partnership) was a Colorado             
          limited partnership.  Hines Colorado Ltd. (Hines Colorado), a               
          Colorado limited partnership, was the sole general partner of the           
          1700 Partnership, and ARICO America Realestate Investment Co.               
          (ARICO), a Nevada corporation operating as a real estate                    
          investment trust, was the sole limited partner of the 1700                  
          Partnership.                                                                
                    b.  The Ground Lease                                              
               By a lease agreement dated February 5, 1981, LBC leased to             
          the 1700 Partnership for a term of 70 years (1) land on the south           
          end of the Lincoln-Sherman block (between Motorbank I and 17th              
          Avenue) and (2) land on the south end of the Sherman-Grant block            
          (together, the 1UBC land) (the Ground Lease).  The Ground Lease             
          provided that the 1700 Partnership would, at its own expense,               
          construct an office tower on the Lincoln-Sherman block (1UBC) and           
          a parking garage on the Sherman-Grant block (the Parking Garage),           
          according to the plans and specifications appended to the Ground            
          Lease.  The Ground Lease provided for the payment to LBC of both            
          a fixed rent and a rent based on the net cash flow generated by             
          1UBC and the Parking Garage.                                                
               Following the execution of the Ground Lease and related                
          documents, the 1700 Partnership commenced construction of 1UBC,             






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