Norwest Corporation and Subsidiaries, Successor in Interest to United Banks of Colorado, Inc., and Subsidiaries, et al. - Page 28

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          termination fee”, and, accordingly, LBC granted to Den-Cal a lien           
          to secure performance under the Atrium Operating Covenants in the           
          event that the Atrium were razed prior to expiration of the                 
          obligations.                                                                
               The 2UBC Sale Agreement, the 2UBC Construction Agreement,              
          and related agreements shall be referred to collectively as the             
          2UBC Transaction.                                                           
                    b.  Tax Treatment of the 2UBC Transaction                         
               As a result of the 2UBC Transaction, LBC realized the                  
          following amounts from the sale of its properties:                          
                         Property                 Amount Realized                     
                    2UBC improvements             $22,847,841                         
                    2UBC land                     4,219,181                           
                    50-percent interest in                                            
                    Motorbank I improvements      9,795,022                           
                    50-percent interest in                                            
                    Motorbank I land              2,038,506                           
               On January 26, 1988, the UBC affiliated group filed an                 
          amended corporate income tax return for its 1985 taxable year, on           
          which the UBC affiliated group reported adjusted bases for                  
          determining gain or loss from the sale of its properties in the             
          2UBC Transaction as follows:                                                
                         Property                 Adjusted Basis                      
                    2UBC improvements             $15,533,317                         
                    2UBC land                     664,559                             
                    50-percent interest in                                            
                    Motorbank I improvements      1,816,730                           



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