Maguire/Thomas Partners Fifth & Grand, Ltd., Maguire/Thomas Partners Grand Place Tower, Ltd., Tax Matters Partner - Page 15

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          feet, and restricted development by MTP of the Garage Plaza                 
          parcel to no more than 6,000 square feet of floor area.  This               
          variation would be voided if the OPA were terminated because MTP            
          defaulted, but it would become unconditional and irrevocable if             
          CRA certified to MTP that construction and development of the               
          property had been completed satisfactorily.                                 
               CRA adopted a resolution permitting MTP to exceed FAR                  
          limitations for the Grand Place Tower building.  This variation,            
          in conjunction with Ordinance No. 159802 and the MTP Designated             
          Building Site, increased the amount of allowed floor area by                
          885,000 square feet and permitted MTP to develop the Grand Place            
          Tower building with floor area up to 1.2 million square feet.               
          This variation was conditioned on MTP’s paying all amounts it               
          owed under the OPA, including $17,700,000 for Phase III.  This              
          variation would be nullified if the OPA were terminated by                  
          reason of default by MTP.  It would become irrevocable if CRA               
          certified to MTP that construction and development of the                   
          property had been completed satisfactorily.                                 
               Library Tower was placed in service in 1989.  Grand Place              
          Tower was placed in service in 1991.  On March 18, 1998, CRA                
          certified to MTP that all construction and development required             
          by Phases I, II, and III of the OPA had been completed                      
          satisfactorily.                                                             








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