operate the Atrium in an attractive and orderly manner and to
refrain from substantially modifying the exterior design of the
Atrium. In the event that the Atrium was materially damaged,
destroyed by fire or other casualty, or taken by condemnation,
LBC had the option to rebuild, replace, repair, or raze the
Atrium. If LBC elected to raze the Atrium, LBC was required to
cover the area with an attractive surface until rebuilding (if
any) and to grant HRO a 40-foot setback easement on the south
side of the 3UBC land.
By an agreement dated December 31, 1987, UBD leased back the
entirety of 3UBC from HRO (the 3UBC Space Lease). The 3UBC Space
Lease had an initial term of 9 years and 6 months and
automatically renewed for a second term running until
September 30, 2012, unless UBD elected otherwise. The rent was
$2,070,000 a year during the initial term and $2,333,452 a year
during the second term. The 3UBC Space Lease required that UBD
pay all expenses and taxes, maintain and repair the building,
insure the building, and replace the building if destroyed.
On December 31, 1987, LBC assumed HRO's lease of
approximately 122,000 square feet of space in 2UBC and subleased
to HRO approximately 130,000 square feet of space in 1UBC.
The 3UBC Sale Agreement, the 3UBC Ground Lease, the 3UBC
Space Lease, the agreements relating to HRO's lease in 2UBC and
sublease in 1UBC, and related agreements shall be referred to - 31 -
collectively as the 3UBC Transaction.
b. Tax Treatment of the 3UBC Transaction
On its Federal income tax return filed for 1988, the UBC
affiliated group reported gain on the installment basis using an
amount realized of $14,201,933 from the sale of 3UBC. The
parties agree that the reported amount is the correct amount
realized for purposes of determining gain or loss from the sale
of 3UBC.
On its Federal income tax return filed for 1988, the UBC
affiliated group reported gain on the installment basis using an
adjusted basis of $5,321,361 for purposes of determining gain or
loss on the sale of 3UBC. The parties agree that the reported
adjusted basis is correct, 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.
10. The 1UBC Land Transaction
By a purchase and sale agreement dated December 30, 1988,
LBC sold the 1UBC land (together with LBC's interest in the
Ground Lease relating to the 1UBC land) to ARICO (the 1UBC land
transaction). LBC realized $2,900,000 as a result of that
transaction. On its Federal income tax return filed for 1988,
the UBC affiliated group reported the sale of the 1UBC land as a
long-term capital loss using an adjusted basis of $2,953,980.
The parties agree that the reported adjusted basis is correct, - 32 -
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.