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except to the extent, if any, that the cost of the Atrium Assets,
see supra sec. II.A.7., is allocable to the basis of 3UBC.
11. The 1988 Atrium Transaction
a. Background
On December 29, 1988, LBC and Broadway Atrium Limited (BAL),
a Colorado limited partnership consisting of ARICO and Hines
Colorado, formed Lincoln Atrium Limited (LAL), a Colorado limited
partnership. LBC was the general partner of LAL, with a
1-percent “sharing ratio” based on an initial contribution of a
0.4848-percent undivided interest in the “Atrium” (as described
in the LAL partnership agreement). BAL was the sole limited
partner of LAL, with a 99-percent “sharing ratio” based on an
initial contribution of a 48-percent undivided interest in the
“Atrium”, contributed to BAL by ARICO upon acquisition from LBC,
see infra sec. II.A.11.b.
On December 30, 1988, UBC, UBD, LBC, LAL, BAL, ARICO, the
1700 Partnership, and Hines Colorado entered into a number of
transactions (the 1988 transactions).
b. The Atrium Sale Agreement
The 1988 transactions included an agreement titled “Atrium
Purchase, Sale and Lease Agreement”, dated December 30, 1988,
between UBD, LBC, and ARICO (the Atrium Sale Agreement).
Pursuant to the Atrium Sale Agreement, LBC sold to ARICO an
undivided 48-percent interest in the land underlying the Atrium,
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