Norwest Corporation and Subsidiaries, Successor in Interest to United Banks of Colorado, Inc., and Subsidiaries, et al. - Page 20

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          Eastdil Realty, Inc. (Eastdil Realty), to evaluate the Bank's               
          real estate holdings and to make recommendations regarding the              
          possible sale of properties held by the Bank.  Ross Consulting              
          prepared a report dated February 6, 1984, entitled “Working                 
          Outline--Real Estate Sale Considerations” (the Ross report),                
          which was reviewed by the Committee at its meeting of                       
          February 17, 1984.  The Ross report's recommendations regarding             
          the Atrium were, in part, as follows:                                       
                    Our recommendations flow from the assumption that                 
               UBC will construct the Atrium.  Examination of benefits                
               therefrom (either higher rents or higher purchase                      
               price) suggest that UBC should build only if legally or                
               “morally” bound to.                                                    
                    Ross presumes that the proposed Atrium will be                    
               more valuable, or will add more value to adjacent                      
               properties, once completed.  Our analysis has proceeded                
               from the standpoint of weighing cost of waiting for                    
               completion versus benefit to be gained thereby.                        
               Therefore, wait to sell Atrium until constructed, if                   
               economically possible.  Although Atrium adds to Bank                   
               image, it does not yield 1:1 dollars to third party                    
               investor return.  Guarantees for construction will                     
               complicate the deal.                                                   
                    To “cleanly” justify Atrium construction, cash                    
               flow must be increased by 2.5 million a year                           
               ($25 million cost capitalized by 10%).  This amount is                 
               a 100% increase over current annual UBC II rental                      
               income.  Whether current leases in UBC II can be                       
               renegotiated and UBC will pay higher rents in III on a                 
               leaseback due to Atrium's presence remains to be seen.                 
               Higher rents are more likely to be negotiated during a                 
               possibly healthier downtown real estate market in 1986-                
               1988, especially with the new Atrium serving to                        
               “refurbish” the UBD complex, as opposed to                             
               renegotiation of rents in the current “tenant's                        
               market,” pointing at architectural plans for the                       
               Atrium.                                                                
                    Presume that maximum value of Atrium would be                     
               realized by sale of UBC II and III together (to same                   



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