Norwest Corporation and Subsidiaries, Successor in Interest to United Banks of Colorado, Inc., and Subsidiaries, et al. - Page 22

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          The Eastdil report concluded that, under the most likely                    
          scenario, the net present value of the additional income to be              
          generated by the Atrium, both directly from retail space in the             
          Atrium and indirectly from increased rents from 1UBC and 2UBC,              
          was $6.2 million and could not alone justify the $25 million cost           
          of constructing the Atrium.  The Eastdil Report, however,                   
          qualified that conclusion as follows:                                       
                    Notwithstanding the significant construction risk                 
               associated with building the atrium, there may be                      
               reasons why the Bank should consider proceeding with                   
               the project.  Successful completion of the atrium will                 
               enhance the Bank's image in the community and give it                  
               greater recognition in the region.  It is not realistic                
               for us to place a dollar value on these benefits.                      
               Undoubtedly they are substantial and could produce a                   
               direct and positive impact on the Bank's business.                     
               More significantly, if the Bank does not complete                      
               construction of the atrium, its image in the community                 
               may be tarnished.  It is clear that the Bank has an                    
               obligation to its partners and to the tenants in One                   
               United Bank Center to complete construction of the                     
               atrium facility, or, if possible substitute another                    
               amenity to be completed at a later date.  If the atrium                
               is not built, the building owners run the substantial                  
               risk that at least some tenants will sue to reduce                     
               their rents or get out of their leases altogether.  The                
               cost of securing a release from the atrium obligation                  
               could tip the balance in favor of completing the atrium                
               facility.                                                              
          The Eastdil report recommended “against building the atrium if              
          the Bank can obtain release from its commitment for less than               
          $22 million less whatever `recognition value' the Bank believes             
          the atrium would produce.”                                                  
                    5.  The Committee Meeting of October 24, 1984                     
               At the meeting of the Committee on October 24, 1984, Bank              
          management proposed to offer 2UBC and the Ground Lease for sale             



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