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interest in Motorbank I and the land thereunder to Den-Cal for
$35,500,000 (the 2UBC Sale Agreement).
Concurrently with the execution of the 2UBC Sale Agreement
and other agreements, LBC and Den-Cal entered into an agreement
that required LBC to construct the Atrium and the Skyway and to
make certain improvements to 2UBC (the 2UBC Construction
Agreement). Pursuant to the 2UBC Construction Agreement, LBC and
Den-Cal granted to each other certain reciprocal easements
pertaining to the ingress and egress of pedestrians through
common areas, including the Atrium. In addition, LBC agreed to
maintain its improvements on the Broadway-Lincoln block,
including the Atrium, at its sole cost and expense.
LBC agreed to operate the Atrium in an attractive and
orderly manner and to refrain from substantially modifying the
exterior design of the Atrium for a 35-year period commencing on
November 1, 1986, and running through October 31, 2021, and
thereafter until LBC provides at least 6 months' notice to Den-
Cal of its election to terminate (the Atrium Operating
Covenants). The 2UBC Construction Agreement, however, allowed
LBC to terminate its obligations relating to the Atrium after
June 30, 2001, upon payment to Den-Cal of a termination fee and
the occurrence of certain other conditions. LBC and Den-Cal
acknowledged that LBC's election to terminate the Atrium
Operating Covenants “would result in the diminution in value of
Two United Bank Center in an amount at least as large as the
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