Certificate of Service 

GEI W 

DEC 3 0 2009 

AIRPORT/ENVIRONMENTAL 

LAW, AGC-600 

^1 

I hereby certify that I have this day served the foregoing REPLY to TSAIA ANSWER on 

the following persons at the following addresses by Certified Mail: 

Office of the Chief Counsel 

Attention: FAA Part 16 Airport Proceedings Docl<et, AGC-610 

Federal Aviation Administration 

800 Independence Ave., SW. 

Washington, DC 20591 

Christine E. Klein, AAE 

Deputy Commissioner for Aviation and Acting Airport Director 

Ted Stevens Ancliorage International Airport 

PO Box 196960 

Anchorage, AK 99519-6960 

P: (907) 269-0724 

E: Christine.klein(iaalaska.gov 

Dated this \&1 day of December. 2009. 

'Shaun Deoenham 

Member, Debenham Properties, LLC 

Managing Member of RDM, LLC 

2960 C Street, Suite 202 

Anchorage, AK 99503 

W: (907)562-9330 

F: (907) 562-9331 

E: shaundebenham(ia)alaska.net 
REPLY to TSAIA ANSWER 

December 16, 2009 

Office of the Chief Counsel 

Attention: FAA Part 16 Airport Proceedings Docket, AGC-610 

Federal Aviation Administration 

800 Independence Ave., SW. 

Washington, DC 20591 

Docket No. 16-09-14 

REPL Y 

t o TSAI A ANSWE R 

RDM, LLC v. Ted Stevens Anchorage International Airport 

REPLY 

RDM, LLC (RDM), hereby Replies to the Answer filed by Ted Stevens Anchorage 

International Airport (TSAIA) in regard to RDM's Complaint filed on October 27, 

2009. In doing so, RDM will reply to both the seven page TSAIA Answer and the 

accompanying 71 page TSAIA Answer Exhibit A. 

Section 1: Reply to Seven Page Answer 

The seven page Answer provided by TSAIA provides selective material, half truths, 

and vagaries in a chronological order designed to discredit AGLAD Postmark, LLC 

(AGLAD) and RDM. 

No where does TSAIA address the central issue of the complaint of RDM, which is 

that TSAIA violated the Airport Improvement Program (authorized by the Airport and 

Airway Improvement Act of 1982), as pertaining to Title 49 United States Code 

§47107 (a) General Written Assurances because TSAIA engaged in economic 

discrimination and failed to comply with Federal Grant Assurance 22, Economic 

Nondiscrimination and Federal Grant Assurance 23, Exclusive Rights. 

Below is a detailed reply with respect to each numbered paragraph found in TSAIA's 

seven page Answer. 

1. The planning and development of Ted Stevens Anchorage International Airport 

has been financed, in part, with funds provided by the FAA under the Airport 

Improvement Program (AIP), authorized by the Airport and Airway Improvement 

Act of 1982, as amended, 49 U.S.C. §47101, et seq. As such, TSAIA must 

comply with Title 49 United States Code §47107 (a) General Written Assurances. 

The "unfortunate story" here is that for years TSAIA has been ignoring and in 

some case even flaunting its obligations with regard to Title 49 United States 

Code §47107 (a) General Written Assurances. TSAIA's total disregard to well 

documented, far ranging General Written Assurances violations abuses the intent 

of the code and should be brought to an end. 

As evidenced in RDM's complaint, TSAIA, for several years, has willfully engaged 

in preferential treatment of tenants as determined by what tenants "bring to the 

table." These years of abuse have created an alleged culture of corruption that 

imperils the public's interests. Tenants need to be confident that TSAIA must 

comply with Federal Law as it pertains to aM tenants, not just the select few. 

RDM V. TSAIA - Page 1 of 40 
REPLY to TSAIA ANSWER 

2. The complaint was filed by RDM to ensure that TSAIA is held responsible for its 

violations of grant assurances. It was the violation of these rights that directly 

lead to the failure of the AGLAD development. 

3. RDM was not involved in the development during this time frame. 

4. RDM was not involved in the development during this time frame. 

5. At lease signing for AGI-AD in November of 2005, AGLAD had assembled a 

reputable local Alaskan group of developers, former commissioners, engineers, 

and general contractors to go forward with development at the proposed site. 

Included in this group was RDM. RDM's management company Debenham 

Properties, LLC owns over $40M of investment real estate in Alaska, Utah, and 

Nevada. Debenham Properties specializes in development, acquisitions and 

property management of industrial space. 

The group recognized that a larger investor would be needed but both AGLAD 

($1M) and RDM ($1.3M) put money up front to start the development process. 

As history later showed, the stringent lease deadlines and terms imposed in the 

AGLAD lease made it very difficult to attract tenants to the AGLAD development 

(Please note, the complaint shows 100% of the building space was preleased and 

73% of the ramp space was preleased when TSAIA took back the lease) and 

extremely difficult to attract large investors to the development. 

Even when RDM brought one of many very serious investor to the table (the 

billion dollar native group CIRI) TSAIA continued to refuse to work with AGLAD to 

renegotiate the lease terms that later would be discovered to violate grant 

assurances. 

6. It is interesting to note here that TSAIA was concerned about the size of the 

project. Had TSAIA not violated grant assurances by denying AGLAD the use of 

First Right of Refusal's (FROR), AGLAD would have been able to initially lease a 

smaller amount of land and then exercise their right of FROR's as market forces 

demanded development. This is exactly what FedEx and UPS both were allowed 

to do. Again, because AGI_AD was not bringing thousands of flight landings to 

Anchorage per year, AGLAD was not allowed FRORs. 

7. TSAIA was concerned about AGLAD's ability to finance its development yet it 

denied AGLAD access to any of the many tools granted to other tenants that 

would have assisted AGLAD to secure financing. All of the TSAIA violations 

described in the Complaint on pages 9-20 would have significantly helped AGLAD 

secure financing. 

In particular the following violations particularly hindered AGLAD's ability to 

secure financing: 

a. Inserting a "financial" obligation into AGLAD's lease which had not been 

included in other TSAIA tenant leases. 

b. Not ignoring or substantially extending AGLAD lease obligations to the 

degree that CargoPort received extensions. 

c. Failing to significantly extend AGLAD's lease in light of the terrible 

world/national recession. CargoPort received this concession in 1998 for 

like cause. 

d. Failing to grant a longer initial ter m in which to complete Phase I 

improvements. CargoPort received this concession. 

RDM V. TSAIA - Page 2 of 40 
REPLY to TSAIA ANSWER 

e. Failing to allow AGLAD to default on onl y one of its parcels instead of all 

the parcels when AGLAD was found in default for not providing proof of 

financing for Phase I. CargoPort's and FedEx's parcels were treated 

individually not collectively. 

f. Not giving AGLAD rent deferral until improvements were substantially 

complete. CargoPort and FedEx received this concession. 

g. Not granting AGLAD the ability to pay back deferred rent over tw o years. 

FedEx received this concession. 

h. Failing to provide AGLAD with free "fill " material for its site development. 

FedEx and UPS received this concession. 

i. Failing to provide AGLAD the abilit y t o sell its improvement s t o TSAIA 

and lease back the improvements as a mechanism to receive favorable 

financing. CargoPort received this concession. 

j . Denying AGLAD the ability to use First Right of Refusals for their 

development. UPS and FedEx received this concession. 

k. Denying AGLAD "Preferential Use" of hardstands P-1, P-2, and P-3. UPS 

received this concession. 

I. Not giving AGLAD the right t o rent the P-1, P-2, and P-3 hardstands at a low 

rate. FedEx received this concession. 

m. Making AGLAD pay for taxiway construction, maintenance, and operation. 

CargoPort, UPS, and FedEx received this concession. 

n. Making AGLAD pay for site civi l wor k for their development. FedEx 

received this concession. 

o. Economically undercutting AGLAD's development by decreasing TSAIA's 

fee for parking carriers at their hardstands from $179 per four hour stop to 

$88.52, a 51 % decrease. 

Also, AGLAD spent over $250,000 and hundreds of man hours to secure the Corp 

permit for the wetlands at the site. Yet, TSAIA took back the lease, secured the 

wetland permit, and did not reimburse AGLAD. 

8. It is interesting to note here that CargoPort had a new lease that was not 

required to go out for public notice, yet TSAIA, in a reverse decision, required 

AGLAD to go out for public notice. Another example of selective grant assurance 

compliance. 

9. Not only is RDM, LLC a 31.8% owner of AGLAD Postmark, LLC, but they are also 

"deemed to have a 51 % Percentage Interest in the Company for voting 

purposes". This allows RDM greater control over AGLAD Postmark than depicted 

in the Answer. (Exhibit A) 

Although RDM initially was not the "contact person" with TSAIA, RDM was a very 

active member of AGLAD Postmark, LLC and worked closely with Lee Nunn and 

Carol Meyers on the AGLAD development. 

In the fall of 2008 RDM took a very active role in the AGLAD development when 

they secured an Option to purchase all of AGLAD, Inc.'s interest in AGLAD 

Postmark, LLC. RDM met several times with TSAIA (October 14, 2008, October 

28, 2008, and November 17, 2008) to discuss extending AGLAD's lease deadline 

and TSAIA help with financing. 

RDM V. TSAIA - Page 3 of 40 
REPLY to TSAIA ANSWER 

In advance of the October 28, 2008 meeting, TSAIA requested that RDM provide 

a copy of the Option Agreement (see Exhibit B). RDM was told by TSAIA that 

they would not meet with RDM unless they had proof that RDM had authority to 

act on behalf of AGLAD Postmark, LLC. Once the Option Agreement was 

provided, TSAIA deemed the Option Agreement as satisfactory and proceeded to 

meet with RDM. 

The assertion that RDM is a minor partner with little input is simply wrong. 

10. No comment needed. 

1 1. Again, if TSAIA was concerned about AGLAD's ability to secure financing, why did 

it violate grant assurances by denying AGLAD treatment equal to that granted to 

other tenants which would have significantly helped AGLAD's ability to secure 

financing. The list of violations is documented in the Complaint on pages 9-20 

and above in Section 1.7.a-o. 

12.TSAIA presented AGLAD a "take it or leave it" lease in November of 2005 that 

contained unreasonable requirements that violated grant assurances. In addition 

to this, TSAIA denied AGLAD other advantages afforded other tenants as 

described in Section 1.7.a-o above and the Complaint on pages 9-20. 

13. TSAIA did not commit to providing AGLAD any opportunities to succeed. 

Although TSAIA did grant AGLAD three lease supplements, however, the 

treatment was no where near that accorded to CargoPort, FedEx and UPS. In 

fact, if anything, the succeeding lease amendments created more deadlines and 

restrictive covenants which made AGLAD's lease signing and ability to drow 

investors to the project impossible. 

14. If TSAIA was truly considering "its regulatory obligations, the public interest and 

the precedent that might be set" then they would not have committed the 12 

violations of grant assurances described in the Complaint on pages 9-20. 

TSAIA's regulatory obligations demand that they comply with Written Grant 

Assurances and not discriminate. TSAIA had already set president with 

CargoPort, UPS, and FedEx. 

15. AGLAD was working with tight deadlines because of TSAIA's deadline 

requirements. As mentioned before, the unreasonableness of the deadlines 

made leasing efforts very difficult and the ability to find a large investor nearly 

impossible. The interest in the AGLAD development from potential tenants and 

investors was overwhelming but TSAIA's overbearing and violating requirements 

and denials discouraged development. 

16. AGLAD and RDM had been working with TSAIA since the beginning of 2008 to 

renegotiate lease terms. As outlined before, AGLAD had the project significantly 

preleased, design nearly complete, nearly all permitting work complete, and the 

site had been dewatered. In all, AGLAD had spent $3M to advance the project. 

In the fall of 2008, RDM received an option from AGLAD, Inc. to purchase their 

interest in AGLAD. However, after RDM met with TSAIA, it became clear that 

they would continue their prejudicial treatment and default the lease regardless 

of RDM's efforts or abilities. 

On October 24, 2008, Debenham Properties, LLC (the managing member of RDM, 

LLC) sent a letter to Jeanette Luckey (see Exhibit C). This letter was to outline 

the purpose of the October 28, 2008 meeting between RDM, LLC and TSAIA. 

Present at the October 28* meeting was Ray Debenham and Shaun Debenham 

RDM V. TSAIA - Page 4 of 40 
REPLY to TSAIA ANSWER 

(members of RDM, LLC) and several TSAIA staff members. As indicated in the 

letter, RDM directly requested that TSAIA extend the lease deadline to allow time 

to secure financing and bring in interested investors. RDM also directly 

requested that TSAIA help out in any way with regard to financing as well as the 

option of TSAIA to buy back Taxiway P extension and Taxiway N after 

construction. 

At the October 28, 2008 meeting between TSAIA and RDM it appeared that 

TSAIA was going to grant RDM only a three month extension. During this 

meeting John Parrot (Airport Manager) indicated that any extension would have 

to be short (three months). Also, Rich Wilson (former Development Manager) 

stated that CargoPort had received a similar extension of one year in 1998 due to 

economic conditions. When RDM inquired during the meeting if a one year 

extension, similar to CargoPorts, would be granted, TSAIA indicated that it would 

not and that a shorter three month extension should be sought. The preferential 

treatment shown CargoPort is a violation of grant assurances. 

Also during this meeting, RDM asked that TSAIA help with financing. RDM 

specifically asked if TSAIA would be able to own the AGLAD development. This 

was denied. RDM learned at a later time that CargoPort had received such 

preferential treatment for their development. The preferential treatment shown 

CargoPort is a violation of grant assurances. 

Lastly, during this meeting RDM asked that TSAIA buy back after construction, 

the Taxiway P extension and Taxiway N. This too was denied by TSAIA. Again, 

RDM learned at a later time that TSAIA owned the taxiways for the CargoPort, 

UPS and FedEx developments. The preferential treatment shown to CargoPort, 

UPS and FedEx is a violation of grant assurances. 

17. As mentioned above AGLAD had been working with TSAIA throughout 2008 to 

change leasing terms or extend deadlines. As was documented in the Complaint, 

2008 was a terrible recession year for the US and World financial markets. The 

US was in the biggest recession since the Great Depression and bond financing 

was completely nonexistent. 

Additionally, traditional banks were very hesitant to finance anything. AGLAD 

was up against an impossible deadline. For this reason, AGLAD requested a 

sensible extension to their lease deadline. TSAIA had done this in the past for 

CargoPort but denied doing so for AGLAD. 

18.TSAIA tries to sound compassionate by giving AGLAD 30 additional days in 

January of 2009 to meet a "proof of financing" deadline that was impossible to 

meet. However, TSAIA was required by the terms of the lease to do so. 

19. AGLAD requested this extension because financing was impossible to find. TSAIA 

recognized that the US and World were in a terrible recession and that financing 

was nearly impossible to secure, yet they did nothing to help AGLAD. 

20. AGLAD again appealed to Christine Klein requesting TSAIA award advantages 

commensurate with what was granted to others, i.e., a lease deadline extension 

due to economic conditions. This last appeal was barely acknowledged and 

denied. 

2 1. RDM could not believe that a development that was nearly 100% preleased, 

nearly completely designed and permitted, and well on its way to development 

was derailed so callously by TSAIA. Over $3M had been invested into the 

RDM V. TSAIA - Page 5 of 40 
REPLY to TSAIA ANSWER 

project. RDM found it particularly frustrating that other tenants of TSAIA had 

received vastly different treatment. 

It was under the impetus of these circumstances that RDM found out about the 

Airport and Airway Improvement Act of 1982 that obligates airports to comply 

with Title 49 United States Code §47107 (a) General Written Assurances. RDM 

immediately set out studying other TSAIA tenant leases to determine if 

preferential treatment was indeed present. The result is the Complaint that RDM 

filed against TSAIA on October 27, 2009. This effort was pursued by RDM to 

ensure that TSAIA be held accountable for violations of grant assurances. 

22. As documented above, in the Answer to the MOTION TO DISMISS and the 

Complaint, RDM is a very involved member of AGLAD Postmark, LLC which 

signed a lease with TSAIA in November of 2005. Further, RDM has documented 

that it has been "directly and substantially affected" by TSAIA's violations. Also 

documented both above and in detail in the Complaint on pages 9-20, is the fact 

that AGLAD was not treated reasonably nor equitably throughout its venture. 

There is, therefore, ample basis for review under 49 C.F.R. Part 16, and 

consequent basis for remedy for RDM. 

RDM's standing is ensured by 14 C.F.R Part 16 §16.23(a) which reads, "A person 

directly and substantially affected by any alleged noncompliance may file a 

complaint with the Administrator. A person doing business with an airport and 

paying fees or rentals to the airport shall be considered directly and substantially 

affected by alleged revenue diversion as defined in 49 U.S.C. 47107 (b)." 

On page 46, Section 4 of Jim Martyn v. Port of Anacortes, Washington (Docket 

No. 16-02-03) the FAA expands on 14 C.F.R Part 16 §16.23(a). "The second 

sentence of this section does not exclude previous or potential airport users who 

do not have currently fee-paying arrangements with an airport from filling 

complaints under Part 16. Rather, it confirms that a complainant presently 

engaged in a business arrangement with the airport in question would be 

assumed to suffer from a direct and substantial effect when revenue diversion is 

alleged without having to demonstrate that effect. This point related directly to 

17.23 (b)(4) that requires a complaint filed under Part 16 to contain a description 

of how the complainant was directly and substantially affected by the things done 

or omitted to be done by the respondents. Allegations related to revenue 

diversion do not require the complainant to describe how it was directly and 

substantially affected. [See, e.g. Rules of Practice for Federally-Assisted Airport 

Proceedings, Final Rule, 61 Fed. Reg. 53998 (Oct. 16, 1996).]" 

"The fact that the Complainant is not currently paying fees or rentals to the 

Anacortes Airport does not preclude him from being directly and substantially 

affected by any alleged noncompliance. The Complainant must meet the 

requirements of §16.23(b)(4) by providing a brief description of how he was 

affected." 

The FAA states here that in order to have standing, the Complainant needs only 

to meet the requirements of §16.23(b)(4) by providing a brief description of how 

he was affected. RDM has met this standard. On pages 9-20 of the Complaint, 

RDM describes how they were "directly and substantially" affected by TSAIA's 

grant assurance violations. 

RDM V. TSAIA - Page 6 of 40 
REPLY to TSAIA ANSWER 

Section 2: Reply to 71 Page Answer Exhibit A 

1. RDM documented repeatedly in its complaint 1) RDM's position as a member of 

AGLAD Postmark, LLC and 2) TSAIA's violations of Title 49 United States Code 

§47107 (a) General Written Assurance which lead directly to the failure of 

AGLAD's development and the resultant loss of over $3M of which RDM directly 

lost more than $1.3M. 

However, RDM will review the major points outlined in its complaint. For a more 

complete review of TSAIA's Title 49 violations please refer to RDM's complaint. 

Review of Major Points: 

a. The planning and development of Ted Stevens Anchorage International 

Airport has been financed, in part, with funds provided by the FAA under the 

Airport Improvement Program (AIP), authorized by the Airport and Airway 

Improvement Act of 1982, as amended, 49 U.S.C. §47101, etseq. 

b. As such, TSAIA must comply with Title 49 United States Code §47107 (a) 

General Written Assurances. 

c. AGLAD Postmark, LLC (AGLAD) signed a lease with TSAIA on November 18, 

2005. 

d. RDM, LLC is a member of AGLAD Postmark, LLC. (See Exhibit A RDM 

Complaint Dated October 27, 2009.) 

e. Not only is RDM, LLC a 31.8% owner of AGLAD Postmark, LLC but they are 

also "deemed to have a 51 % Percentage Interest in the Company for voting 

purposes". This allows RDM greater control over AGLAD Postmark than 

depicted in TSAIA's MOTION TO DISMISS. (Exhibit A, pgs. 1-2) 

f. RDM contributed approximately $1.3M cash plus hundreds of man hours to 

the AGLAD development. 

g. Although RDM initially was not the "contact person" with TSAIA, RDM was a 

very active member of AGLAD Postmark, LLC and worked closely with Lee 

Nunn and Carol Meyers on the AGLAD development. 

h. Additionally, in the fall of 2008 RDM took a very active role in the AGLAD 

development when they secured an Option to purchase all of AGLAD, Inc.'s 

interest in AGLAD Postmark, LLC. RDM met several times with TSAIA 

(October 14, 2008, October 28, 2008, and November 17, 2008) to discuss 

extending AGLAD's lease deadline and TSAIA help with financing. 

i. In advance of the October 28, 2008 meeting, TSAIA requested that RDM 

provide a copy of the Option Agreement (see Exhibit B). RDM was told by 

TSAIA that they would not meet with RDM unless they had proof that RDM 

had authority to act on behalf of AGLAD Postmark, LLC. Once the Option 

Agreement was provided, TSAIA deemed the Option Agreement as 

satisfaction of their requirement and proceeded to meet with RDM. 

j . The assertion that RDM is a minor partner with little input is simply wrong. 

k. TSAIA violated Title 49 United States Code §47107 (a) General Written 

Assurance by: 

i. Inserting a "financial" obligation into AGLAD's lease which had not 

been included in other TSAIA tenant leases. 

RDM V. TSAIA - Page 7 of 40 
REPLY to TSAIA ANSWER 

ii. Not ignoring or substantially extending AGLAD lease obligations to the 

degree that CargoPort received extensions. 

iii. Failing to significantly extend AGLAD's lease in light of the terrible 

world/national recession. CargoPort received this concession in 1998 

for like cause. 

iv. Failing to grant a longer initial ter m in which to complete Phase I 

improvements. CargoPort received this concession. 

V. Failing to allow AGLAD to default on onl y one of its parcels instead of 

all the parcels when AGLAD was found in default for not providing proof of 

financing for Phase I. CargoPort's and FedEx's parcels were treated 

individually not collectively. 

vi. Not giving AGLAD rent deferral until improvements were substantially 

complete. CargoPort and FedEx received this concession. 

vii. Not granting AGLAD the ability to pay back deferred rent over tw o 

years . FedEx received this concession. 

viii.Failing to provide AGLAD with free "fill " material for its site 

development. FedEx and UPS received this concession. 

ix. Failing to provide AGLAD the abilit y t o sell its improvement s t o TSAIA 

and lease back the improvements as a mechanism to receive favorable 

financing. CargoPort received this concession. 

X. Denying AGLAD the ability to use First Right of Refusals for their 

development. UPS and FedEx received this concession. 

xi. Denying AGLAD "Preferential Use" of hardstands P-1, P-2, and P-3. 

UPS received this concession. 

xii. Not giving AGLAD the right t o rent the P-1, P-2, and P-3 hardstands at a 

low rate. FedEx received this concession. 

xiii.Making AGLAD pay for taxiway construction, maintenance, and 

operation. CargoPort, UPS, and FedEx received this concession. 

xiv. Making AGLAD pay for site civil wor k for their development. FedEx 

received this concession. 

XV. Making AGLAD pay for hangar construction. FedEx received this 

concession. 

xvi. Economically undercutting AGLAD's development by decreasing 

TSAIA's fee for parking carriers at their hardstands from $179 per four 

hour stop to $88.52, a 51 % decrease. 

xvii. Transferring AGLAD's wetlands permi t to TSAIA without 

compensation. 

I. TSAIA's violations of Title 49 United States Code §47107 (a) General Written 

Assurance "directly and substantially affected" the AGLAD development. In 

fact, it lead directly to the failure of the development. 

m. RDM (a member of AGLAD Postmark, LLC) lost approximately $1.3M cash 

because of TSAIA's violations, and hence has been "directly and substantially 

affected". 

n. RDM's standing is ensured by 14 C.F.R Part 16 §16.23(a) which reads, "A 

person directly and substantially affected by any alleged noncompliance may 

RDM V. TSAIA - Page 8 of 40 
REPLY to TSAIA ANSWER 

file a complaint with the Administrator. A person doing business with an 

airport and paying fees or rentals to the airport shall be considered directly 

and substantially affected by alleged revenue diversion as defined in 49 

U.S.C. 47107 (b)." 

On page 46, Section 4 of Jim Martyn v. Port of Anacortes, Washington 

(Docket No. 16-02-03) the FAA expands on 14 C.F.R Part 16 §16.23(a). "The 

second sentence of this section does not exclude previous or potential airport 

users who do not have currently fee-paying arrangements with an airport 

from filling complaints under Part 16. Rather, it confirms that a complainant 

presently engaged in a business arrangement with the airport in question 

would be assumed to suffer from a direct and substantial effect when revenue 

diversion is alleged without having to demonstrate that effect. This point 

related directly to 17,23 (b)(4) that requires a complaint filed under Part 16 

to contain a description of how the complainant was directly and substantially 

affected by the things done or omitted to be done by the respondents. 

Allegations related to revenue diversion do not require the complainant to 

describe how it was directly and substantially affected. [See, e.g. Rules of 

Practice for Federally-Assisted Airport Proceedings, Final Rule, 61 Fed. Reg. 

53998 (Oct. 16, 1996).]" 

"The fact that the Complainant is not currently paying fees or rentals to the 

Anacortes Airport does not preclude him from being directly and substantially 

affected by any alleged noncompliance. The Complainant must meet the 

requirements of §16.23(b)(4) by providing a brief description of how he was 

affected." 

The FAA states here that in order to have standing, the Complainant needs 

only to meet the requirements of §16.23(b)(4) by providing a brief 

description of how he was affected. RDM has met this standard. On pages 9-

20 of the Complaint, RDM describes how they were "directly and 

substantially" affected by TSAIA's grant assurance violations. 

2. No comment. 

3. See comment in Section 2.1.a-n above regarding RDM's qualifications to file a 

complaint and see Complaint page 1 and Complaint Exhibit B for proof that RDM 

tried to engage TSAIA in good faith negotiations. 

4. No comment. 

5. TSAIA did violate Title 49 United States Code §47107 (a) General Written 

Assurances because TSAIA has engaged in economic discrimination and has failed 

to comply with Federal Grant Assurance 22, Economic Nondiscrimination and 

Federal Grant Assurance 23, Exclusive Rights. 

6. TSAIA makes the assertion that AGLAD had not begun material development of 

the leased premises. This is not correct. TSAIA takes a very narrow definition of 

development in this instance by characterizing development as actual 

construction on the site. 

However, the development process is a much broader process than actual site 

construction. A development undergoes several phases including: a 

preconstruction phase (preleasing, designing, permitting, contractor selections, 

etc.), a construction phase (actual construction of project), and a post 

construction phase (management of the project). The preconstruction phase of a 

development is typically much longer in duration than the construction phase of a 

RDM V. TSAIA - Page 9 of 40 
REPLY to TSAIA ANSWER 

project. This is because large projects take monumental efforts to court and sign 

tenants, permit and design the project, and select contractors. This was exactly 

the case for AGLAD's development. 

As is documented in the Complaint on page 6 under the paragraph Achieved 

Project Milestones, AGLAD had advanced very far in the development process and 

only lacked financing. The problem was that due to the melt down of the US and 

World financial markets, financing was not immediately possible. 

7. Although TSAIA responds that the lease did not call for a third phase and hangar 

this does not mean that AGLAD was not planning for a third phase and hangar. 

7.a-d: No comment. 

8. Again, TSAIA responds to this paragraph with regard to the AGLAD lease 

requirements but this paragraph depicts what actually was going to be built. 

9. TSAIA's denial "that an "AGLAD development" ever existed at all" is flat wrong. 

AGLAD put $3M into advancing the AGLAD development. As detailed in the 

Complaint on page 6 under Achieved Project Milestones, AGLAD had significantly 

preleased the development, considerably permitted and designed the project, 

secured a difficult to obtain wetlands permit and spent thousands and thousands 

of man hours cultivating relationships with prospective tenants. 

TSAIA's apparent lack of understanding of how developments occur is distressing. 

TSAIA literally appears to believe that all tenants should come to the land lease 

signing with their developments pre-leased, pre-permitted, pre-financed and 

ready for construction. There is no time needed to court and negotiate with 

prospective tenants; there are no permitting problems to sort out; designs are 

quick and easy to produce; and million dollar projects just appear. 

This is not the answer. TSAIA knows violations of grant assurances have 

occurred and are diligently working to discredit RDM's valid assertions of tenant 

discrimination. 

9-1 No comment needed. 

9-1.a Contrary to TSAIA's claim that the Alaska Development and Export 

Authority and RBC Capital Markets lied as to their representation of 

AGLAD's project, the fact was that the AGLAD project was financially 

viable and on track to close bonds. The reason the bond sale initially 

did not occur was because of TSAIA's extremely tight lease deadlines. 

Prospective tenants were very leery of signing leases with AGLAD 

when AGLAD was in constant danger of losing their lease back to 

TSAIA. AGLAD lost many tenants due to TSAIA's unreasonable lease 

deadlines. 

Later, the bond sale did not occur due to forces outside AGLAD's 

control. In 2007 the bond market completely disappeared (it was the 

commercial backed mortgages that started the global financial 

meltdown). With the bond market dried up, AGLAD had to seek more 

traditional means (i.e. banks) for financing. However, TSAIA would 

not help AGLAD out in any way (as they had with other tenants). A 

complete review of these tools can be seen in the Complaint on pages 

9-20. 

9-1.b See comments above in 9-1.a. 

9-1.c See comments above in 9-1.a. 

RDM V. TSAIA - Page 10 of 40 
REPLY to TSAIA ANSWER 

9-1.d No comment needed. 

9-1.e No comment needed. 

9-2 AGLAD was in constant contact with Kalitta Air, LLC with regards to the 

AGLAD development. They were very excited to finally have a location to 

consolidate their ramp and building activities. These were facilities that 

they needed and were committed to the AGLAD development to the end. 

9-3 No comment needed. 

9-3.a See comments above in 9-1.a. 

9-3.b No comment needed. 

9-4 AGLAD was in constant contact with Evergreen International Airlines, Inc. 

with regards to the AGLAD development. They too were very excited to 

finally have a location to consolidate their ramp and building activities. 

These were facilities that they needed and were committed to the AGLAD 

development to the end. 

9-5 AGLAD was in constant contact with Trailboss Enterprises, Inc. with 

regards to the AGLAD development. They too were very excited to be a 

part of this development. These were facilities that they needed and were 

committed to the AGLAD development to the end. 

9-6 AGLAD was in constant contact with Hot Wings of Alaska, Inc. with 

regards to the AGLAD development. They too were very excited to be a 

part of this development. These were facilities that they needed and were 

committed to the AGLAD development to the end. 

9-7 No comment needed. 

9-7.a No comment needed. 

9-7.b As described above, the ability for AGLAD to meet this deadline was 

impossible. Due to no fault of AGLAD's, the US and World financial 

markets in 2008 were in disarray. It literally was almost impossible 

for AGLAD to meet this deadline. On top of that TSAIA was unwilling 

to offer help (as described in the Complaint on pages 9-20) to AGLAD 

to get through this difficult time. 

9-7.c No comment needed. 

9-7.d No comment needed. 

9-7.e No comment needed. 

9-8 Pegasus Aircraft Maintenance was going to be a major anchor tenant to 

AGLAD's development. Not only did Pegasus sign up for building space in 

the first phase but they also anticipated leasing a large portion of the 

second phase building. AGLAD spent many hours working with Pegasus 

on the project. They were very excited to finally have a location to 

consolidate their ramp and building activities. Pegasus services many 

aircraft at TSAIA and this facility would have been a perfect fit for them. 

These were facilities that they desperately needed and were very 

committed to the AGLAD development to the end. 

9-9 AGLAD was in constant contact with Alaska Snow Removal with regards to 

the AGLAD development. They too were very excited to be a part of this 

RDM V. TSAIA - Page 11 of 40 
REPLY to TSAIA ANSWER 

development. These were facilities that they needed and were committed 

to the AGLAD development to the end. 

9-10 Cathay Pacific Airways Limited was also going to be a major anchor tenant 

to AGLAD's development. Not only did Cathay sign up for building and 

ramp space in the first phase but they also anticipated leasing a large 

portion of the second phase ramp and building space. Cathay desperately 

needed a facility to consolidate their ramp and building activities. They 

were just ending a lease with TSAIA and really wanted to move to the 

AGLAD development. They were very excited to finally have a location to 

consolidate their ramp and building activities. These were facilities that 

they desperately needed and were very committed to the AGLAD 

development to the end. 

A concerning note is that TSAIA was competing with AGLAD to secure 

leases with Cathay Pacific for building space. During this time, TSAIA 

dramatically reduced TSAIA aircraft parking position fees and defaulted 

AGLAD's lease. So much for competing fairly with its tenants. 

9-11 No comment needed. 

9-11.a No comment needed. 

9-11.b As described above, the ability for AGLAD to meet the financing 

deadline was impossible. Due to no fault of AGLAD's, the US and 

World financial markets in 2008 were in disarray. It literally was 

almost impossible for AGLAD to meet this deadline. On top of that 

AGLAD was unwilling to offer help (as described in the Complaint on 

pages 9-20) to AGLAD to get through this difficult time. 

9-11.c No comment needed. 

9-11.d No comment needed. 

9-11.e No comment needed. 

9-11.f No comment needed. 

9-11.g No comment needed. 

9-12 No comment needed. 

9-12.a In the fall of 2008, RDM took a very active role in the AGLAD 

development when they secured an Option to purchase all of AGLAD, 

Inc.'s interest in AGLAD Postmark, LLC. RDM met several times with 

TSAIA (October 14, 2008, October 28, 2008, and November 17, 2008) 

to discuss extending AGLAD's lease deadline, TSAIA help with 

financing, and interested investment groups. 

In advance of the October 28, 2008 meeting, TSAIA requested that 

RDM provide a copy of the Option Agreement (see Exhibit B). RDM 

was told by TSAIA that they would not meet with RDM unless they had 

proof that RDM had authority to act on behalf of AGLAD Postmark, 

LLC. Once the Option Agreement was provided, TSAIA deemed the 

Option Agreement as satisfaction of their requirement and proceeded 

to meet with RDM. 

On October 24, 2008, Debenham Properties, LLC (the managing 

member of RDM, LLC) sent a letter to Jeanette Luckey (see Exhibit C, 

pgs. 1-2). This letter was to outline the purpose of the October 28, 

RDM V. TSAIA - Page 12 of 40 
REPLY to TSAIA ANSWER 

2008 meeting between RDM, LLC and TSAIA. Present at the October 

28"" meeting was Ray Debenham and Shaun Debenham (members of 

RDM, LLC) and several TSAIA staff members. As indicated in the 

letter, RDM directly requested that TSAIA extend the lease deadline to 

allow time secure financing and bring in interested investors. RDM 

also directly requested that TSAIA help out in any way with regards to 

financing and buy back Taxiway P extension and Taxiway N after 

construction. 

At the October 28, 2008, meeting between TSAIA and RDM it 

appeared that TSAIA was going to grant RDM only a three month 

extension. During this meeting John Parrot (Airport Manager) 

indicated that any extension would have to be short (three months). 

Also, Rich Wilson (former Development Manager) stated that 

CargoPort had received a similar extension of one year in 1998 due to 

economic conditions. When inquired during the meeting if a one year 

extension, similar to CargoPorts, would be granted, TSAIA indicated 

that it would not and that a shorter three month extension should be 

sought. The preferential treatment shown CargoPort is a violation of 

grant assurances. 

Also during this meeting, RDM asked that TSAIA help with financing. 

RDM specifically asked if TSAIA would be able to own the AGLAD 

development. However, this was denied. It was not known at this 

time to RDM that CargoPort had received this preferential treatment 

for their development. The preferential treatment shown CargoPort is 

a violation of grant assurances. 

Lastly, during this meeting RDM asked that TSAIA buy back after 

construction, the Taxiway P extension and Taxiway N. This too was 

denied by TSAIA. It was not known by RDM at that time that TSAIA 

owned the taxiways for the CargoPort, UPS and FedEx developments. 

The preferential treatment shown to CargoPort, UPS and FedEx is a 

violation of grant assurances. 

Lastly, contrary to TSAIA's assertion, on November 25, 2008 

Debenham Properties, LLC (managing member of RDM, LLC) sent a 

letter to Jeanette Luckey explaining the rationale for the requested 

three month extension of AGLAD's lease deadline. (See Exhibit C, pgs, 

3-4). In this letter, Debenham Properties states that three month 

lease extension is requested to allow time to formalize agreements 

with new investors. 

9-13 No comment needed. 

9-13.a No comment needed. 

9-14 AGLAD's ability to meet the financing deadline was impossible. Due to no 

fault of AGLAD's, the US and World financial markets in 2008 were in 

disarray. It literally was almost impossible for AGLAD to meet this 

deadline. On top of that TSAIA was unwilling to offer help (as described in 

the Complaint on pages 9-20) to AGLAD to get through this difficult time. 

9-15 No comment needed. 

RDM V. TSAIA - Page 13 of 40 
REPLY to TSAIA ANSWER 

9-16 TSAIA's denial of AGLAD request for "a year extension" of the lease was a 

violation of grant assurances. As documented in the Complaint on pages 

9-11. 

9-17 No comment needed. 

9-18 No comment needed. 

9-19 No comment needed. 

10. No comment needed. 

10-a No comment needed. 

10-b No comment needed. 

10-c No comment needed. 

10-d No comment needed. 

10-e AGLAD spent over $250,000 and many man hours to secure the Corp 

permit for the wetlands at the site. Yet, TSAIA took back the lease, secured the 

wetland permit, and did not reimburse AGLAD. TSAIA is not free to enjoy the 

use of this wetland permit for free. 

10-f AGLAD paid $70,000 to Pruhs Construction to sufficiently dewater the site 

in preparation for construction. AGLAD has a $70,000 bill to show that indeed 

the site was dewatered. 

10-g No comment needed. 

10-h No comment needed. 

10-i Total money invested into the AGLAD development was right at $3M. 

10-j No comment needed. 

1 1. RDM's stated allegations have factual and legal merit as described in the 

Complaint on pages 9-20. 

12. No comment needed. 

13. As documented on pages 7 and 8 in the Complaint and TSAIA grant assurance 

violations found on pages 9-20 in the Complaint, AGLAD's development was very 

similar to the developments by CargoPort, FedEx, and UPS. 

14. As documented on pages 7 and 8 in the Complaint and TSAIA grant assurance 

violations found on pages 9-20 in the Complaint, AGLAD's development was 

similar in size and location to CargoPort, FedEx, and UPS. Additionally, all four 

developments had similar development patterns of developing both hardstands 

for aircraft servicing and building space for industrial uses. This is true for all 

four developments. 

15. TSAIA response is not accurate. TSAIA provided substantial site improvements 

to both FedEx and UPS (as documented in the Complaint on pages 17-19). This 

included TSAIA fill. 

16. TSAIA "denies that all four sites compared by RDM are sufficiently similar in size 

to be similarly situated" but then goes on to describe the developments sizes and 

all four are indeed very similar in size: 

a. CargoPort: 1,649,128sf (93% of AGLAD lease) 

RDM V. TSAIA - Page 14 of 40 
REPLY to TSAIA ANSWER 

b. UPS: 989,350sf (56% of AGLAD lease) UPS square footage does not include 

the ramp space used by UPS as "Preferential Use" hardstands but ultimately 

are "Exclusive Use" hardstands. Including this square footage would put the 

UPS development very close to CargoPort's and AGLAD's development size, 

c. FedEx: 2,774,385sf (157% of AGLAD lease) 

All four developments are approximately 1M+ sf developments that have aircraft 

servicing hardstands and warehousing facilities. 

A couple of important things to remember are as follows. First, UPS and FedEx 

were able to start off with a very small lease because they had the rest of their 

land tied up in the form of First Right of Refusals (FROR). The critical tool of 

FROR's was denied to AGLAD. Had AGLAD been able utilize FROR's they too 

would have been able to start off with a much smaller lease. Also, as discussed 

above, UPS was able to use TSAIA-owned hardstands for their development and 

therefore did not need additional land for the development of their own 

hardstands. This allowed UPS to have a much smaller development. 

17. Although TSAIA points out that the four developments do not have exactly the 

same uses, as documented on page 8 of the Complaint, they do have very similar 

uses. All four developments rely extensively on aircraft parking hardstand to 

service aircraft. Additionally, all four developments rely extensively on 

warehousing facilities to service goods and services. 

18. In response 18 TSAIA agrees with RDM's assessment in the Complaint on page 8 

that states, "All four developments involve constructing and using aircraft parking 

positions and a building facility where office, warehouse and cargo 

transfer/sorting can occur." This is RDM's point, that by and large, all four 

developments are similar in size and use. 

Because of this. Title 49 United States Code §47107 (a) General Written 

Assurances must be uniformly applied to all four developments. However, as 

outlined on pages 9-20 of the Complaint this was not the case. CargoPort, FedEx 

and UPS all received preferential treatment over AGLAD. 

18.A. 1-9 TSAIA listed in this section differences between FedEx/UPS and 

AGLAD. Some of these differences include: 

a. They were signatory airlines 

b. TSAIA wanted their new long-term commitment for landing fees and fuel 

flowage revenue. 

c. They were experienced developers and operators of air cargo facilities. 

d. They were major national and international corporations with strong 

financial track records. 

e. Alaska regulations were different when they started development 

f. Alaska International Airport System had less debt back in 1988 and 1990 

and was therefore better prepared to make airport revenue available for 

support of tenant development. 

All of the above may or may not be true but it does not excuse TSAIA from 

fulfilling their obligations to Title 49 United States Code §47107 (a) General 

Written Assurances. TSAIA's requirement to comply with General Written 

Assurance is not tenant specific. Meaning, TSAIA can not willfully comply with all 

General Written Assurances for one tenant and then decide to comply only with a 

RDM V. TSAIA - Page 15 of 40 
REPLY to TSAIA ANSWER 

select number of General Written Assurances for another tenant. TSAIA must 

comply with aM General Written Assurances with regards to aM tenants, 

regardless of who the tenant is, how impressive their balance sheet is, or how 

many flights they might bring to Anchorage, Alaska. 

18.B. 1-8 TSAIA listed in this section differences between CargoPort and AGLAD. 

Some of these differences include: 

a. They were an experienced developer and operator of air cargo facilities. 

b. They had a member, MAPCO, who was a mid-major oil company with a 

stake in jet fuel sales and TSAIA. 

c. Alaska regulations were different when they started development 

d. Alaska International Airport System had less debt back in 1997 and was 

therefore better prepared to make airport revenue available for support of 

tenant development. 

Again, as stated in 18.A. 1-9, all of the above may or may not be true but it does 

not excuse TSAIA from fulfilling their obligations to Title 49 United States Code 

§47107 (a) General Written Assurances. TSAIA's requirement to comply with 

General Written Assurance is not tenant specific. Meaning, TSAIA can not 

willfully comply with all General Written Assurances for one tenant and then 

decide to comply only with a select number of General Written Assurances for 

another tenant. TSAIA must comply with all General Written Assurances with 

regards to aM tenants, regardless of who the tenant is, how impressive their 

balance sheet is, or how many flights they might bring to Anchorage, Alaska. 

19. TSAIA makes the point that TSAIA treated AGLAD differently than CargoPort, 

FedEx, and UPS, but they state that this was "justified by differing circumstances 

and times." 

This is not correct as explained below. 

a. Because the planning and development of TSAIA has been financed, in part, 

with funds provided by the FAA under the Airport Improvement Program 

(AIP), authorized by the Airport and Airway Improvement Act of 1982, as 

amended, 49 U.S.C. §47101, et seq, TSAIA must comply with Title 49 United 

States Code §47107 (a) General Written Assurances. 

b. TSAIA's requirement to comply with General Written Assurance is not tenant 

specific. Meaning, TSAIA can not willfully comply with all General Written 

Assurances for one tenant and then decide to comply only with a select 

number of General Written Assurances for another tenant. TSAIA must 

comply with aM General Written Assurances with regards to aM same or similar 

tenants, regardless of who the tenant is, how impressive their balance sheet 

is, or how many flights they might bring to Anchorage, Alaska. 

c. Specifically, TSAIA must comply with General Written Assurance 22, 

"Economic Nondiscrimination." FAA Order 5190.6A "describes the 

responsibilities under Assurance 22 assumed by the owners of public-use 

airports developed with Federal assistance. Among these is the obligation to 

treat in a uniform manner those users making the same or similar use of the 

airport and to make all airport facilities and services available on reasonable 

terms without unjust discrimination." [See Order, Sees. 4-14(a)(2) and 3-1] 

Also, "The owner of any airport developed with Federal grant assistance is 

required to operate the airport for the use and benefit of the public and to 

RDM V. TSAIA - Page 16 of 40 
REPLY to TSAIA ANSWER 

make it available to all types, kinds and classes of aeronautical activity on 

reasonable terms, and without unjust discrimination." [See Order, Sec. 4-

13(a).] 

d. Additionally, TSAIA must comply with General Written Assurance 23, 

"Exclusive Rights." FAA Order 5190.6A states, "we have taken the position 

that the application of any unreasonable requirement or any standard that is 

applied in an unjustly discriminatory manner may constitute the constructive 

grant of an exclusive right to the entity or entities not subject to the same 

requirements or standards." 

e. When AGLAD Postmark, LLC negotiated its ground lease with TSAIA in 2005 it 

did so with the belief that TSAIA was negotiating in good faith and was not 

violating any laws or policy. Had AGLAD known that TSAIA's proposed lease 

terms (see above TSAIA violations in Section 1.8 on page 2) were in violation 

of Title 49 United States Code §47107 (a) General Written Assurances, 

AGLAD would have negotiated its ground lease differently or may not have 

entered into a lease at all. 

f. When AGLAD Postmark, LLC negotiated with TSAIA post 2005 (once it had a 

signed lease with TSAIA) it did so again with the belief that TSAIA was 

negotiating in good faith and was not violating any laws or policy. Had 

AGLAD known that TSAIA's tactics (see above TSAIA violations in Section 1.8 

on page 2) were in violation of Title 49 United States Code §47107 (a) 

General Written Assurances AGLAD would have negotiated differently. 

19-1 No comment needed. 

19-1.a TSAIA admit s that CargoPort did not have a "financing 

requirement". This constitutes preferential treatment because AGLAD did 

have this requirement. 

19-1.b TSAIA admit s that UPS did not have a "financing requirement". This 

constitutes preferential treatment because AGLAD did have this requirement. 

19-1.c TSAIA admit s that FedEx did not have a "financing requirement". 

This constitutes preferential treatment because AGLAD did have this 

requirement. 

19-1.d TSAIA admit s that AGLAD djd have a "financing requirement." 

TSAIA sites Alaska regulations as justification for AGLAD's financing 

requirement, but this does not excuse TSAIA from its obligation under Title 49 

United States Code §47107 (a) General Written Assurance. Also, these 

regulations state that it is up to the Airport Manager to determine if a 

financing requirement is required, so TSAIA could have chosen to comply with 

grant assurance and not added an AGLAD financial requirement. 

The bottom line is that TSAIA violated their grant assurances by setting a 

precedent with CargoPort, UPS and FedEx of not requiring a "financing 

requirement" but then required one from AGLAD. 

19-1.e Although TSAIA denies this paragraph, it is true. 

19-1.f Although TSAIA denies this paragraph, it is true. 

19-2 No commented needed. 

19-2.a Although CargoPort eventually met this lease obligation in 2005, it 

did not do so before signing a new lease in 2000. TSAIA allowed CargoPort to 

RDM V. TSAIA - Page 17 of 40 
REPLY to TSAIA ANSWER 

Sign a new lease even though they had not fulfilled their lease obligations for 

five years. 

19-2.b If it is true that hardstands 8 and 9 were not required to be 

constructed by CargoPort then this too is a violation of grant assurances. 

Every hardstand at the AGLAD development was required to be built by a 

specific date. This section proves again that TSAIA was much more lenient 

with CargoPort than AGLAD which is a violation of grant assurances. 

19-2.c TSAIA admit s that CargoPort did not complete construction of 

Hardstand 7 & 12 by the required completion date in their lease. This is yet 

another example of TSAIA ignoring CargoPort lease obligations. However, 

this allowance was not given to AGLAD. This is a violation of grant 

assurances. 

19-2.d No comment necessary. 

19-2.eTSAIS admit s that it did grant CargoPort extensions. As documented 

above and on pages 9-20 in the Complaint, these extensions were much more 

significant than AGLAD's. Also, TSAIA admit s that CargoPort only satisfied 

the majority of its deadlines. Why did not TSAIA take back CargoPort's lease? 

CargoPort was treated more preferentially than AGLAD. 

19-2.f No comment necessary. 

19-3 No comment necessary. 

19-3.a TSAIA does not address the allegation contained here by RDM. 

CargoPort signed their lease on July 1, 1997. Construction of a cargo facility 

building and five wide body aircraft parking positions was to be completed by 

no later than three years from the beginning of the lease term. This would 

put construction completion around July 1, 2000. However, CargoPort did not 

meet the construction completion deadline. Instead as is stated in the 

Complaint, TSAIA gave CargoPort an "unofficial" one year extension due to 

the recession that was affecting global markets in 1998. These are Rich 

Wilson's words, as told to RDM, not RDM's. 

TSAIA's cited letter from Richard Wilson to Mr. Lythgoe is in reference to 

CargoPorts requirement to submit a performance bond which has nothing to 

do with CargoPort's extension explained above. 

When AGLAD faced similar circumstances in 2008 (as documented in the 

Complaint on page 98il0), they asked for and was denied an extension. 

19-3.b No comment necessary. 

19-3.b.i No comment necessary. 

19-3.b.ii TSAIA admit s that CargoPort received four (4) extensions of 

deadlines for construction of hardstands. They also admi t that the four 

hardstands had a total build out duration of seven years. AGLAD did not 

receive this luxury. 

19-3.b.iii TSAIA admit s to giving CargoPort many extensions and 

providing CargoPort seven (7) years to complete said improvements. 

19-3.c TSAIA should have granted AGLAD a much longer initial period in 

which to complete construction. 

RDM V. TSAIA - Page 18 of 40 
REPLY to TSAIA ANSWER 

19-3.d AGLAD was presented with a "take it or leave it" lease in the fall of 

2005. As explained in the Complaint on pages 9-20, AGLAD would have had 

a much smaller initial lease had they been able to utilize First Right of 

Refusals like UPS and FedEx. Also, AGLAD would have had a smaller lease if 

they did not have to own, construct, and maintain the taxiways like 

CargoPort, UPS and FedEx. 

19-3.e TSAIA admit s that it gave CargoPort lease deadline extensions but 

when AGLAD was faced with similar circumstances as CargoPort (world 

recession), AGLAD was denied a similar extension. 

19-3.f CargoPort received seven years to construct four hardstands at a 

cost of $1.5M, which was well below AGLAD's $25M development. Due to the 

magnitude of its project, AGLAD should have been granted substantially more 

time to complete Phase I. 

19-3.g Although this was not a "policy" document, TSAIA admit s to using 

the described language as "general practice". This shows that even TSAIA's 

"general practices" recommended that AGLAD should have received a longer 

initial term due to the large size of their project. 

19-3.h RDM's allegation was in reference to CargoPort's lease for the 

construction of four hardstands over a seven year duration. Again, because 

AGLAD's initial construction phase ($25M) was so much larger than 

CargoPort's lease ($1.5M), AGLAD should have been granted a much longer 

initial time period in which to complete construction. 

19-3.1 TSAIA admit s that CargoPort received many lease deadline 

extensions. 

19-3.J TSAIA admit s that CargoPort's development ($3.7M) was 

significantly smaller than AGLAD's ($25M). 

19-3.j.(i) No comment necessary. 

19-3.j.(ii) The lease signed in November of 2005 was a lease that was 

signed after many years of negotiation in letters, emails, phone calls, and 

meetings. The cited letter by Carol Meyers is only one of many 

occurrences in which lease terms were discussed. 

Also, when AGLAD Postmark, LLC negotiated its ground lease with TSAIA 

in 2005 it did so with the belief that TSAIA was negotiating in good faith 

and was not violating any laws or policy. Had AGLAD known that TSAIA's 

proposed lease terms (see above TSAIA violations in Section 1.8 on page 

2) were in violation of Title 49 United States Code §47107 (a) General 

Written Assurances, AGLAD would have negotiated its ground lease 

differently or may not have entered into a lease at all. 

19-3.J.(iii) AGLAD was not allowed the use of First Right of Refusal's 

(FROR) with regards to their development. Had AGLAD been able to 

utilize FRORs, they would have been able to initially lease a much smaller 

section of land and there would not have the need to have lease 

completion dates for the various phases of the AGLAD development. 

19-3.j.(iv)The AGLAD and CargoPort leases can be fairly compared. The 

reason why is because both leases involved constructing hardstands and 

warehousing facilities. TSAIA has already admitted to this #18. 

RDM V. TSAIA - Page 19 of 40 
REPLY to TSAIA ANSWER 

The allegations of the last sentence of paragraph 19-3.j were found to be 

true not in "hindsight" but in reality soon after AGLAD signed its lease in 

November of 2005. This was a source of constant argument between Lee 

Nunn and TSAIA throughout the AGLAD development. 

There is a major difference between marketing a prospective project that 

might occur and one in which a developer controls a prime piece of real 

estate, secures permitting for the project, starts design on the project, 

and actively starts courting tenants to sign leases. So, no, AGLAD did not 

have three additional years before the signing of the lease. 

As explained above, when AGLAD Postmark, LLC negotiated its ground 

lease with TSAIA in 2005 it did so with the belief that TSAIA was 

negotiating in good faith and was not violating any laws or policy. Had 

AGLAD known that TSAIA's proposed lease terms (see above TSAIA 

violations in Section 1.8 on page 2) were in violation of Title 49 United 

States Code §47107 (a) General Written Assurances, AGLAD would have 

negotiated its ground lease differently or may not have entered into a 

lease at all. 

The disaster or calamity was that TSAIA violated its grant assurances by 

heavily discriminating against AGLAD which directly lead to the failure of 

their project. 

19-3.k TSAIA admit s that they significantly extended CargoPort's lease. 

RDM's stands by its paragraph. 

19-3.1 RDM stands by the concluding paragraph. 

19-4 No comment necessary. 

19-4.a The main point of the paragraph remains the same, a default on one 

parcel is only a forfeit of the subject parcel and does not affect the remaining 

parcels. 

19-4.b FedEx Land Lease ADA-30172, Supplement 3, Section V, clearly 

states that a default on one parcel did not constitute a default on other FedEx 

parcels. (See Complaint Exhibit F pg. 2) 

19-4.c What TSAIA does not point out is that AGLAD did not have "a default 

on one parcel does not constitute a default on all parcels" option for Phase I 

of the AGLAD development. If AGLAD had, TSAIA would have been unable to 

default the AGLAD lease in its entirety. 

19-4.d At a minimum TSAIA admit s FedEx had provisions in their lease that 

stated that a default on one parcel did not constitute a default on other 

parcels. (See Complaint pg. 12 and Complaint Exhibit F pg. 2) AGLAD did 

not have this provision for their Phase I development. This clearly shows 

biased treatment by TSAIA and as such is a violation of their grant 

assurances. 

19-4.e AGLAD should have only been defaulted on it Phase I lots and not all 

lots. 

19-5 No comment necessary. 

19-5.a TSAIA admit s that CargoPort received rent deferral. 

19-5.b TSAIA admit s FedEx received rent deferral. 

RDM V. TSAIA - Page 20 of 40 
REPLY to TSAIA ANSWER 

19-5.c TSAIA admit s FedEx received rent deferral. 

19-5.d TSAIA admit s AGLAD did not receive rent deferral when they signed 

their lease in November 2005. 

19-5.e AGLAD paid just under half a million dollars ($469,880.73) in lease 

payments to TSAIA before construction even started. TSAIA tries to justify 

not giving AGLAD rent deferral by saying that FedEx, UPS and CargoPort 

leases were not similar to AGLAD's. This is not true. See RDM's comments 

found above in Section 2.13 to 2.19. 

19-5.f TSAIA is obligated to not discriminate against similar use tenants. 

RDM has shown above that TSAIA granted rent deferral to CargoPort and 

FedEx but denied it to AGLAD. This is a clear violation of grant assurances. 

19-6 No comment necessary. 

19.6,a The point of this paragraph is that TSAIA ended up charging AGLAD 

for its fill. TSAIA points out that AGLAD signed a lease stating that free fill 

was not a guarantee however, AGLAD was presented with a "take it or leave 

it" lease. It was not known at that time that both FedEx and UPS received 

significant site improvement from TSAIA. 

19.6.b TSAIA admit s that it "improved lots 2A and 2B of Block 21, and 

33,750 square feet of the adjacent transient parking ramp" on the FedEx 

development. In order for TSAIA to "improve" the lot to make it ready for 

construction it would have had to of provided "fill". 

19.6.c TSAIA admit s that it reimbursed UPS, minus costs associated with 

the design, engineering and construction management (which are relatively 

minimal) for the construction of four hardstands to be used on a "Preferential" 

basis. As part of this reimbursement, TSAIA would have either given UPS 

free "fill" for their site or would have charged UPS and then reimbursed them. 

19.6.d TSAIA admit s that it did not give AGLAD free fill. TSAIA tries to 

imply that AGLAD willingly accepted to pay for fill but this is not the case. 

Lee Nunn negotiated extensively for free fill. Also, later when RDM met with 

TSAIA on October 28, 2008 and the subject of fill was discussed, because the 

original fill permit was lapsing, RDM was told that not only would AGLAD not 

be granted free fill but it would be hard pressed for AGLAD to find readily 

available fill anywhere at the airport. 

19.6.e As described above in Section 2.13 to 2.19 AGLAD's development 

was similar to those of FedEx and UPS. AGLAD should have received free fill. 

19-7 No comment necessary. 

19.7.a TSAIA admit s that TSAIA "agreed to accept title to certain 

improvements...." Although, TSAIA tries to muddle its importance, this was 

very significant. Having a TSAIA agree to take title allowed CargoPort to 

ensure long-term financing. AGLAD did not have a problem securing 

construction financing (short term financing) it was long-term financing that 

was the problem. Had AGLAD been able to utilize the same sale-lease back 

tool that CargoPort did, AGLAD would have been able to secure financing. 

19.7.b AGLAD engaged TSAIA several times to see if they could help with 

financing. During this time it was not known to AGLAD that TSAIA had helped 

CargoPort with financing by agreeing to a sale-lease back. Every request for 

TSAIA assistance was denied. The last time was during the October 28, 2008 

RDM V. TSAIA - Page 21 of 40 
REPLY to TSAIA ANSWER 

(See Exhibit C, pgs. 1-2 for letter that shows a question pertaining to TSAIA 

help with financing) meeting between RDM and TSAIA where RDM requested 

that TSAIA take ownership of the AGLAD development. However, this was 

again denied. 

19.7.c TSAIA admit s that at the October 24, 2008 meeting that it denied 

RDM's request for help with financing. Specifically, RDM requested that 

TSAIA buy back the AGLAD development but was denied. As outlined above, 

TSAIA did help CargoPort obtain long-term financing by agreeing to a saleleaseback. 

19.7.d TSAIA's admission that it took title to CargoPorts improvements is an 

admission that it acted as an guarantor for the project. Once TSAIA agreed 

to take title, it also agreed to any debt owed on those improvements. 

TSAIA's denial that the sale-lease back was a mechanism by which CargoPort 

was able to secure long-term financing simply is NOT true. 

AGLAD did request help from TSAIA on many occasions. The last such 

request came at the October 24, 2008 meeting where RDM was told that 

TSAIA could not do anything to help AGLAD. This was not true, TSAIA could 

have offered the same sale-lease back tool that CargoPort used. 

19.7.e TSAIA assisted CargoPort with long-term financing by agreeing to a 

sale-lease back for completed improvements. Long term financing is always 

the hardest financing to secure for a development. In 2008, as written about 

in depth above and the Complaint, long-term financing was practically 

impossible to secure. TSAIA should have offered a sale-lease back to AGLAD. 

This constitutes a violation of grant assurances. 

19-8 No comment necessary. 

19-8.a TSAIA admit s to granting UPS a First Right of Refusal (FROR). 

19-8.b TSAIA admit s to granting FedEx a FROR and to not market the 

FROR. 

19-8.c TSAIA admit s to denying AGLAD a FROR. 

19-8.d No comment necessary. 

19-8.e RDM stands by its statement that FROR's are "very important" tools 

for development at TSAIA. FROR's allow developers to initially lease small 

parcels and reserve the remaining land for later use. The right to FROR's was 

not made available to AGLAD as admitted to by TSAIA in 19-9.c. 

19-8.f AGLAD was not aware at the time of negotiating its lease that 

FROR's were granted to UPS and FedEx in manner described on pages 14 & 

15 in the Complaint. Had AGLAD known this, AGLAD could have significantly 

reduced their initial lease square footage, resulting in less up front costs and 

eventual construction costs. 

Also, TSAIA's denial of a FROR to AGLAD prevented them from latter 

requesting a FROR for their already leased land. 

19-8.g FROR's should have been a tool made available to AGLAD as had 

been made available to FedEx and UPS. This constitutes a violation of grant 

assurances. 

19-9 No comment necessary. 

RDM V. TSAIA - Page 22 of 40 
REPLY to TSAIA ANSWER 

19-9.a TSAIA admit s that TSAIA "modified" the then-existing apron to be 

used by FedEx and then effectively sold the apron to FedEx for $0.266/sf per 

year. This represents millions of dollars in savings to FedEx had they been 

required to construct the hardstand from undisturbed land. 

19-9.b TSAIA admit s that UPS was granted "Preferential Use" of the TSAIA 

owned hardstands. 

19-9.c TSAIA admit s to granting UPS "Preferential Use" of the TSAIA 

owned hardstands. Although TSAIA denies that the "Preferential Use" was 

more of an "Exclusive Use", reason shows that it would be extremely difficult 

for another airline to regularly use these "aircraft parking positions". 

19-9.d RDM stands by it statements described in this paragraph. UPS 

received an exceptional deal for four extremely expensive "aircraft parking 

positions". 

19-9.e No comment necessary. 

19-9.e.l RDM stands by it statements found in this paragraph. UPS 

ended up paying $185,625 for four hardstands that cost $4.5M to 

construct. 

19-9.e.2 The point of this paragraph is not that UPS was allowed to pay 

the paltry $185,625 over 25 years at 5% interest, it is that TSAIA 

admitted that the $185,000 was below it real value. 

19-9.f TSAIA admit s that UPS's only requirement for maintenance with 

regards to the TSAIA owned hardstand "Preferentially" being used by UPS was 

to pay for snow storage. Such allowance was not given to AGLAD. 

19-9.g TSAIA admit s that AGLAD was not granted "preferential use" of 

hardstand P-1, P-2, and P-3. TSAIA essentially justifies this by stating that 

UPS and FedEx "brought more to the table." This is not justifiable 

discrimination. 

19-9.h TSAIA again admit s denying AGLAD "preferential use" of the P-1, P2, and P-3 hardstands. 

19-9.i RDM stands by its statement found in this paragraph in the 

Complaint. The use of the P-1, P-2, and P-3 on a "preferential use" basis 

would have literally saved AGLAD millions of dollars and AGLAD could have 

easily secured financing for the building and then developed the other 

hardstand as market forces dictated. 

19-9.J RDM stands by its statement found in this paragraph in the 

Complaint. 

19-9.k No comment necessary. 

19-9.1 RDM stands by its statement found in this paragraph in the 

Complaint. TSAIA should not have discriminated against AGLAD and allowed 

them to use the P-1, P-2, and P-3 hardstands on a "preferential basis". 

19-10 No comment necessary. 

19-10.a TSAIA admit s that CargoPort was able to use Taxiway "S" free of 

charge. 

19-10.b No comment necessary. 

RDM V. TSAIA - Page 23 of 40 
REPLY to TSAIA ANSWER 

19-10.c TSAIA admit s that after completion of Taxiway "T" it would become 

"public" and that TSAIA would assume maintenance responsibilities. 

Curiously, TSAIA does not admit nor deny that TSAIA would reimburse FedEx 

for the construction of Taxiway "T". However, as documented in Complaint 

Exhibit L, pg. 2, TSAIA does agree to reimburse FedEx for the construction of 

Taxiway "T". 

19-10.d TSAIA admit s to improving Lots 2A and 2B and 33,750sf so that 

they were "ready for the construction of an air express package sorting and 

clearance facility." 

19-10.e TSAIA admit s to TSAIA's obligation "to bargain in good faith 

concerning the availability of public financing for the development of site 

improvements for lots upon which Federal Express retains an option or first 

right of refusal or other agreed upon site." 

19-10.f TSAIA admit s to reimbursing FedEx for site improvement for FedEx 

Phase II and III lots (Lots lA & 2C Block 21 and Lot IB, 2B, 3C, and 5A Block 

22). TSAIA also admit s that it provided free fill to FedEx for their 

development. 

19-10.g RDM stands by its statements found in this paragraph in the 

Complaint. TSAIA gave FedEx a very impressive financing package for the 

payment by TSAIA of significant site improvements at the FedEx 

development. 

19-10.h No comment necessary. 

19-10.i RDM stands by its statements found in this paragraph in the 

Complaint. CargoPort, UPS and FedEx all were provided with free taxiways. 

AGLAD did not receive this. 

19-lO.j TSAIA admit s to requiring AGLAD to pay for all site improvements. 

19-10.k No comment necessary. 

19-10.1 CargoPort did not have to pay for Taxiway "S". UPS did not have 

pay for the Taxiways to their "preferential" hardstands. FedEx got 

reimbursed for its construction of Taxiway "T". CargoPort, UPS and FedEx all 

received some type of assistance from TSAIA with regard to Taxiways, but 

AGLAD was denied any such assistance. 

19-10.m RDM stands by its statements found in this paragraph in the 

Complaint. The extremely beneficial service that FedEx had was that TSAIA 

financed the site improvements. As stated in the Complaint, similar 

treatment would have dramatically reduced AGLAD's construction costs and 

hence their ability to secure long-term financing. 

19-10.n No comment necessary. 

19-11 No comment necessary. 

19-11.a RDM stands by its statement found in this paragraph in the 

Complaint. 

19-11.b TSAIA admit s to significantly decreasing (51 % decrease) parking 

fees for carriers at TSAIA. TSAIA makes the statement that the "cost-center 

calculation" is what drove the parking fees for aircraft parking positions down. 

This is an excuse. TSAIA could come up with whatever rate they wanted and 

then blame it on the "cost-center calculation". TSAIA's practices make it 

RDM V. TSAIA - Page 24 of 40 
REPLY to TSAIA ANSWER 

nearly impossible to compete. If developers are going to invest millions of 

dollars into projects at TSAIA they need to know that TSAIA is not going to 

willfully price-undercut them. 

19-11.c No comment necessary. 

19-11.d RDM stands by its statement found in this paragraph in the 

Complaint. 

19-12 No comment necessary. 

19-12.a No comment necessary. 

19-12.b RDM stands by its statements found in this paragraph in the 

Complaint. TSAIA gets to directly enjoy a wetlands permit that cost AGLAD 

hundreds of thousands of dollars to secure. TSAIA purports to have sustained 

damages by AGLAD's lease default. AGLAD paid TSAIA just under half a 

million dollars in rent. 

19-12.c RDM stands by its statement found in this paragraph in the 

Complaint. 

20. RDM stands by its statements found in this paragraph in the Complaint. 

2 1. RDM stands by its statements found in this paragraph in the Complaint. 

However, RDM firmly believes that AGLAD's development was similar to 

CargoPort's, UPS's, and FedEx's and that these three developments received 

significant preferential treatment as outlined in the Complaint on pages 9-20. 

22. RDM stands by its statements found in this paragraph in the Complaint. 

23. TSAIA did violate 49 U.S.C §47107(a). 

23-1 In 19-1.a, 19-1.b and 19-1.c TSAIA admit s that CargoPort, UPS and 

FedEx did not have a "financing requirement". In 19-1.d, TSAIA admit s 

that AGLAD did have a "financing requirement". 

Because CargoPort, UPS and FedEx are similar developments to AGLAD's, 

TSAIA is under the obligation of Title 49 United States Code §47107 (a) 

General Written Assurances to not discriminate against AGLAD. 

TSAIA did discriminate against AGLAD by including a "financing 

requirement" in their lease and has thus violated their grant assurances. 

23-2 In 19-2.c, TSAIA admit s that CargoPort did not complete construction of 

Hardstands 7 &. 12 by the required completion date in their lease. In 19-

2.e TSAIA admit s CargoPort was granted extensions and CargoPort did 

not meet all their lease deadlines. 

Because CargoPort is a similar development to AGLAD's, TSAIA is under 

the obligation of Title 49 United States Code §47107 (a) General Written 

Assurances to not discriminate against AGLAD. 

TSAIA did discriminate against AGLAD by not significantly extending 

AGLAD lease obligations to the degree that CargoPort received extensions 

and thus has violated their grant assurances. 

23-3 Rich Wilson from TSAIA stated in a meeting with RDM on October 28, 

2008 that CargoPort received a one year extension due to the world 

recession at that time affecting financing markets. 

RDM V. TSAIA - Page 25 of 40 
REPLY to TSAIA ANSWER 

Because CargoPort is a similar development to AGLAD's, TSAIA is under 

the obligation of Title 49 United States Code §47107 (a) General Written 

Assurances to not discriminate against AGLAD. 

TSAIA did discriminate against AGLAD by not extending AGLAD lease 

obligations to the degree that CargoPort received extensions and thus has 

violated their grant assurances. 

23-4 In 19-3.b.ii, TSAIA admit s to giving CargoPort four extensions of lease 

deadlines that extended the construction completion deadline of four 

hardstand to seven years. Inl9-3.b.iii, TSAIA admit s to giving CargoPort 

many extensions and providing CargoPort seven years to complete 

improvements. In 19-3.e, TSAIA admit s that it gave CargoPort lease 

deadline extensions but when AGLAD was faced with similar circumstances 

as CargoPort (world recession), AGLAD was denied a similar extension. In 

19-3.g, TSAIA admit s to using "general practice" guidelines at that time 

that recommended that larger developments should be granted longer 

initial terms. 

Because CargoPort is a similar development to AGLAD's, TSAIA is under 

the obligation of Title 49 United States Code §47107 (a) General Written 

Assurances to not discriminate against AGLAD. 

TSAIA did discriminate against AGLAD by not extending AGLAD lease 

obligations to the degree that CargoPort received extensions and by not 

following "general practice" guidelines that recommended larger 

development be granted longer initial terms and thus has violated their 

grant assurances. 

23-5 In 19-4.d, TSAIA admit s at a minimum that FedEX had provisions in their 

lease that stated that a default on one parcel did not constitute a default 

on other parcels. 

Because FedEX is a similar development to AGLAD's, TSAIA is under the 

obligation of Title 49 United States Code §47107 (a) General Written 

Assurances to not discriminate against AGLAD. 

TSAIA did discriminate against AGLAD by not including in their lease a 

provision that states, "a default on one parcel did not constitute a default 

on other parcels" and thus has violated their grant assurances. 

23-6 In 19-5.a-c, TSAIA admit s that CargoPort and FedEx received rent 

deferral. Inl9-5.d, TSAIA admit s that AGLAD did not receive rent 

deferral when they signed their lease in November of 2005. 

Because CargoPort and FedEx are similar developments to AGLAD's, 

TSAIA is under the obligation of Title 49 United States Code §47107 (a) 

General Written Assurances to not discriminate against AGLAD. 

TSAIA did discriminate against AGLAD (they paid just half a million dollars 

in rent) by not allowing them to defer rent and thus has violated their 

grant assurances. 

23-7 In 19-5.c, TSAIA admit s that FedEx was able to pay back deferred rent 

over two years. 

Because FedEx is a similar development to AGLAD's, TSAIA is under the 

obligation of Title 49 United States Code §47107 (a) General Written 

Assurances to not discriminate against AGLAD. 

RDM V. TSAIA - Page 26 of 40 
REPLY to TSAIA ANSWER 

TSAIA did discriminate against AGLAD (they paid just half a million dollars 

in rent) by not allowing them to pay back deferred rent over two years 

and thus has violated their grant assurances. 

23-8 In 19-6.b, TSAIA admit s to improving FedEx's land, which included 

providing free fill. In 19.6.c, TSAIA admit s to reimbursing UPS for the 

cost to construct four hardstands, which would have included providing 

free fill. In 19-6.d TSAIA admit s that it did not grant AGLAD free fill. 

Because FedEx and UPS are similar developments to AGLAD's, TSAIA is 

under the obligation of Title 49 United States Code §47107 (a) General 

Written Assurances to not discriminate against AGLAD. 

TSAIA did discriminate against AGLAD by granting them free fill and thus 

has violated their grant assurances. 

23-9 In 19-7.a, TSAIA admit s to agreeing to accept title to CargoPorts 

improvements. In 19-7.c, TSAIA admit s that at the October 24, 2008 

meeting with RDM, RDM's request for help with financing was denied. In 

particular, RDM requested at this meeting that TSAIA buy back the AGLAD 

development. This was denied. 

Because CargoPort is a similar development to AGLAD's, TSAIA is under 

the obligation of Title 49 United States Code §47107 (a) General Written 

Assurances to not discriminate against AGLAD. 

TSAIA did discriminate against AGLAD by not allowing AGLAD to utilize the 

sale-lease back mechanism that was afforded CargoPort and thus has 

violated their grant assurances. 

23-10 In 19-8.a and 19-8.b, TSAIA admit s to granting UPS and FedEx First 

Right of Refusals. In 19-8.c, TSAIA admit s to denying AGLAD a FROR. 

Because FedEx and UPS are similar developments to AGLAD's, TSAIA is 

under the obligation of Title 49 United States Code §47107 (a) General 

Written Assurances to not discriminate against AGLAD. 

TSAIA did discriminate against AGLAD by not granting them the use of 

FRORs and thus has violated their grant assurances. 

23-11 In 19-9.b, TSAIA admit s to granting UPS "Preferential Use" of TSAIA 

owned hardstands. In 19-9.c, TSAIA admit s to requiring UPS to only pay 

for snow removal for the "preferential" hardstands. In 19-9.g,h, TSAIA 

admit s to denying AGLAD the "preferential use" of the P-1, P-2 and P-3 

TSAIA owned hardstands. 

Because UPS is a similar development to AGLAD's, TSAIA is under the 

obligation of Title 49 United States Code §47107 (a) General Written 

Assurances to not discriminate against AGLAD. 

TSAIA did discriminate against AGLAD by not granting the "preferential 

use" of TSAIA owned hardstand (P-1, P-2, and P-3) and thus has violated 

their grant assurances. 

23-12 RDM modifies this section to read, "Not giving AGLAD the right to 

purchase the P-1, P-2, and P-3 hardstands at a low rate. FedEx received 

this concession." In 19-9.a, TSAIA admit s to modifying the existing 

TSAIA owned apron to meet FedEx requirements and then to selling this 

apron to FedEx. 

RDM V. TSAIA - Page 27 of 40 
REPLY to TSAIA ANSWER 

Because FedEx is a similar development to AGLAD's, TSAIA is under the 

obligation of Title 49 United States Code §47107 (a) General Written 

Assurances to not discriminate against AGLAD. 

TSAIA did discriminate against AGLAD by not agreeing to sell the TSAIA 

owned hardstand (P-1, P-2, and P-3) to AGLAD and thus has violated their 

grant assurances. 

23-13 In 19-10.a, TSAIA admit s that CargoPort was able to use Taxiway "S" 

free of charge. In 19-10.b, TSAIA admit s after FedEx constructed 

Taxiway "T", they would be reimbursed for their costs, and Taxiway "T" 

would become "public". AGLAD was required to pay for all taxiways and 

to maintain them. 

Because CargoPort and FedEx are similar developments to AGLAD's, 

TSAIA is under the obligation of Title 49 United States Code §47107 (a) 

General Written Assurances to not discriminate against AGLAD. 

I TSAIA did discriminate against AGLAD by requiring them to pay for all 

i taxiway construction and to maintain them and thus has violated their 

j grant assurances. 

1 23-14 In 19-10.d&f, TSAIA admit s to providing site improvements to FedEx. In 

I 19-10.e, TSAIA admit s to agreeing to bargain for additional public funds 

I for additional site improvement on other FedEx properties. In 19-lO.j, 

! TSAIA admit s to requiring AGLAD to pay for all site improvements. 

5 

! Because FedEx is a similar development to AGLAD's, TSAIA is under the 

j obligation of Title 49 United States Code §47107 (a) General Written 

\ Assurances to not discriminate against AGLAD. 

j TSAIA did discriminate against AGLAD by not providing significant site 

j improvements and thus has violated their grant assurances. 

23-15 No comment necessary. 

23-16 In 19-11.b, TSAIA admit s to significantly decreasing (51 % decrease) 

parking fees for carriers at TSAIA. TSAIA should not be in the business of 

competing with and price undercutting its tenants. This makes airport 

tenants ability to run a profitable company extremely difficult. 

TSAIA has violated grant assurances by not treating their tenant fairly. 

23-17 TSAIA secured AGLAD's wetlands permit without compensating AGLAD for 

the thousands of dollars and hundreds of man house it invested to secure 

them. TSAIA should not be in the business of profiting off the failure of 

their tenants. 

TSAIA has violated grant assurances by not treating their tenant fairly. 

24. RDM stands by its statements found in this paragraph in the Complaint. 

25. RDM stands by its statements found in this paragraph in the Complaint. 

RDM V. TSAIA - Page 28 of 40 
REPLY to TSAIA ANSWER 

Section 3: Explanation of Pertinent FAA Cases and Orders 

Below are pertinent FAA cases and Orders that RDM believes are relevant to RDM's 

Complaint. 

30.The planning and development of Ted Stevens Anchorage International Airport 

has been financed, in part, with funds provided by the FAA under the Airport 

Improvement Program (AIP), authorized by the Airport and Airway Improvement 

Act of 1982, as amended, 49 U.S.C. §47101, etseq. 

3 1. As such, TSAIA must comply with Title 49 United States Code §47107 (a) General 

Written Assurances. 

32. TSAIA's requirement to comply with General Written Assurance is not tenant 

specific. Meaning, TSAIA can not willfully comply with all General Written 

Assurances for one tenant and then decide to comply only with a select number 

of General Written Assurances for another tenant. TSAIA must comply with all 

General Written Assurances with regards to aM tenants, regardless of who the 

tenant is, how impressive their balance sheet is, or how many flights they might 

bring to Anchorage, Alaska. 

33. Specifically, TSAIA must comply with General Written Assurance 22, "Economic 

Nondiscrimination." FAA Order 5190.6A "describes the responsibilities under 

Assurance 22 assumed by the owners of public-use airports developed with 

Federal assistance. Among these is the obligation to treat in a uniform manner 

those users making the same or similar use of the airport and to make all airport 

facilities and services available on reasonable terms without unjust 

discrimination." [See Order, Sees. 4-14(a)(2) and 3-1] 

34. Also, "The owner of any airport developed with Federal grant assistance is 

required to operate the airport for the use and benefit of the public and to make 

it available to all types, kinds and classes of aeronautical activity on reasonable 

terms, and without unjust discrimination." [See Order, Sec. 4-13(a).] 

35. "The FAA considers it inappropriate to provide Federal assistance for 

improvements to airports where the benefits of such improvements will not be 

fully realized due to inherent restriction on aeronautical activities (See FAA Order 

5190.6A, Sec. 3-8(a)." 

36. Additionally, TSAIA must comply with General Written Assurance 23, "Exclusive 

Rights." FAA Order 5190.6A states, "we have taken the position that the 

application of any unreasonable requirement or any standard that is applied in an 

unjustly discriminatory manner may constitute the constructive grant of an 

exclusive right to the entity or entities not subject to the same requirements or 

standards." 

37. "Additionally, the FAA notes that an exclusive right may be conferred either by 

express agreement, by the imposition of unreasonable standards or 

requirements, or by any other means. Such a right conferred on one or more 

parties but excluding others from enjoying or exercising a similar right or rights 

would be an exclusive right in violation of 49 USC 40103(e) and 47107(a)(4), 

and related grant assurance no 23. [See FAA Order 5190.6A, Appendix 5, Para, 

i.] Accordingly, these two issues, unjust economic discrimination and exclusive 

rights," 

38. Leonard Cardinals' Pilot Shop, Incorporated v. Chesapeake Airport Authority, FAA 

Docket 16-01-06: 

RDM V. TSAIA - Page 29 of 40 
REPLY to TSAIA ANSWER 

a. Page 27, "Courts have found the grant of an exclusive right where a 

significant burden has been place on one competitor that is not place on 

another [See e.g. Pompano Beach v. FAA, 774 F.22 1529 (11th Cir, 1985).]" 

b. Page 33, "the FAA Eastern Region steeped in and ruled that the Respondent 

had established unattainable standards that the Complainant could never 

achieve. While it is the prerogative of the airport owner to impose conditions 

on users of the airport to ensure it safe and efficient operation, such 

conditions must be reasonable and not unjustly discriminatory. They must be 

relevant to the proposed activity, reasonably attainable, and uniformly 

applied. [See FAA Order 5190.6A, Sec. 3-12]" 

c. Page 36, "..a concern about what an operator might do is not a legitimate 

exercise of a sponsor's authority." 

d. Page 41, "By imposing unreasonable requirements . . the Respondent has 

engaged in unjust discrimination violation of Title 49 U.S.C. 47107(a)(l)(5) 

and Federal Grant Assurance 22 regarding economic nondiscrimination. 

10. Skydance Helicopters, Inc. d/b/a Skydance Operations, Inc. LLC v. Sedona OakCreek Airport Authority (Operator) and Yavapai County, Arizona (Owner and 

Sponsor), FAA Docket no. 16-02-02 

a. Page 3, "the lease terms offered, combined with the two-year renewable 

license and restrictivervie provisions are inconsistent with the Authority's role 

to promote and develop the airport. . . ." 

b. Page 19, "FAA Order 5190.6A . . . Among these is the obligation to treat in a 

uniform manner those users making the same or similarly use of the airport 

and to make all airport facilities and services available on fair and reasonable 

terms without unjust discrimination. [See Order, Sees. 4-14(a)(2) and 3-1]." 

c. Pages 28-29, "Capital Investments. . . Under a long-term lease, the airport 

owner transfers the cost of the capital improvement and the risk associated 

with financing to the tenant. In return the airport owner gives up a degree of 

flexibility. Prospective tenants considering a substantial investment in the 

airport generally seeks a lease term sufficiently long to ensure that the tenant 

gets not only a return of its investments, but a return on its investment as 

well. . . . with its two-year term and restrictive provisions, discourage private 

investment in airport facilities. Private investment , combines with Federal 

financial assistance and airport user fees, collectively support the operations 

of the nation's airports. When an airport owner imposed unreasonable 

barriers to private investors, it excludes this essential ingredient in developing 

a viable airport. In the process, it jeopardizes the Federal investment in those 

facilities. 

d. "The two-year license requirement, as presented, unjustly discriminates 

against those aeronautical operators asking the airport to give up a certain 

level of flexibility and control in exchange for make a substantial investment." 

e. Page 30, "For the Complainant, however, attaching a two-year renewable 

business license to a long-term lease is not consistent and has two potential 

serious impacts. First, it could impair the Complainant's ability to get 

favorable financing for the $300,000 investment. Second, if the 

Complaintnant could get financing, the limited time on the license could 

impair the business operation's ability to generate sufficient return on its 

investment. 

RDM V. TSAIA - Page 30 of 40 
REPLY to TSAIA ANSWER 

f. Page 33, "The Complainant argues that is was prohibited from constructing 

hangar and office facilities on the airport under reasonable terms and 

conditions that have been extended to other engaged in the same activity. . . 

By unjustly discriminating against the Complainant, the Authority has denied 

the Complainant a right or privilege enjoyed by others making similar use of 

the airport. An exclusive rights violation occurs when the airport sponsor 

excludes other, either intentionally or unintentionally, from participating in an 

on-airport aeronautical activity." 

g. Page 36, "FAA Order 5190.6A, para 4-15 and 4-15(c), respectively states: 

Unless [the airport owner] undertakes to provide these [aeronautical] 

services itself, the airport owner has a duty to negotiate in good faith for the 

lease of such premises as may be available for the conduct of aeronautical 

services. If adequate space is available on the airport, and if the airport 

owner is not providing the service, it is obligated to negotiate on reasonable 

terms for the lease of space needed by those activities offering flight services 

to the public, or support services to other flight operators, to the extent that 

there may be a public need for such services. A willingness by the tenant to 

lease the space and invest in the facilities required by reasonable standards 

shall be construed as establishing the need of the public for the services 

proposed to be offered." 

h. Page 37, "The Respondents, through their policies and practices, have 

constructively granted an exclusive right by imposing requirements that 

discourage competition among aeronautical service providers . . . in violation 

of Title 40 U.S.C. 40103(e), and related Federal Grant Assurance 23, 

Exclusive Rights. 

11. Jim Martyn v. Port of Anacortes, Washington, FAA Docket no. 16-02-03 

a. Page 24, "In reviewing the Authority's compliance herein, the FAA will take 

into consideration that the prime obligation of the owner of a federally 

assisted airport is to operate it for the use and benefit of the public. The 

public benefit is not assured merely by keeping the runways open to all 

classes of users. While the owner is not required to construct hangars and 

terminal faculties, it has the obligation to make available suitable areas or 

space on reasonable terms to those who are willing and otherwise qualified to 

offer flight services to the public, i.e., hangar storage. This means that unless 

it undertakes to provide these services itself, the airport owner has a duty to 

negotiate in good faith for the lease of such premises as may be available for 

the conduct of aeronautical activities. {FAA Airport Compliance Requirements, 

Order 5190.6A, [4-15])" 

b. Page 34, "As stated earlier in Section V, Applicable Law and Policy, in order to 

sustain an exclusive rights violation, the FAA would have to find that the 

Respondent granted special rights or privileges to others making the same or 

similar use of the Airport while denying the same to the Complainant. 

Specifically, the FAA would have to find that the Port permitted others on the 

Airport to engage in activities that have been denied to the Complainant. . . 

recognized it has already set a precedent. 

c. Page 44, "Unsworn statements submitted in such pleadings may constitute 

substantial evidence if such statements have sufficient indicia of reliability and 

probativeness. The FAA is free in its exercise of expertise to give conflicting 

evidence the suitable weight it deems appropriate in light of the accuracy and 

credibility of such evidence. . . the Director concludes that the fact that the 

RDM V. TSAIA - Page 31 of 40 
REPLY to TSAIA ANSWER 

information submitted by the Complainant is unsworn does not diminish its 

credibility. The preponderance of evidence standard can be simply stated as 

the more-likely-than-not standard and it coupled with the broad standard for 

admissible evidence in administrative proceedings. 

12.Skydive Paris Inc. v. Henry County. Tennessee, FAA Docket No. 16-02-06 

a. Page 12, "In all cases, the FAA will make the final determination of the 

reasonableness of the airport owner's restrictions which denied or restricted 

us e of the airport. [FAA Order 5190.6A, Par4-8(b).]" 

13. Brown Transport Co. v. City of Holland. Michigan, FAA Docket No. 16-06-09 

a. Page 7, "An exclusive right is defined as a power, privilege, or other right 

excluding or debarring another from enjoying or exercising a like power, 

privilege, or right. An exclusive right can be conferred either by express 

agreement, by the imposition of unreasonable standards or requirements, or 

by any other means. Such a right conferred on one or more parties, but 

excluding others from enjoying or exercising a similar right or rights, would 

be an exclusive right. (See FAA advisory Circular 5190-5 Exclusive Rights and 

Minimum Standards for Commercial Aeronautical Activities, June 10, 2002.)" 

b. Page 9, "Thus, the FAA can take into consideration reasonable corrective 

actions by the airport sponsor as measures to resolve alleged or potential 

violations of applicable Federal obligations, and as measures that could 

prevent recurrence of noncompliance and ensure compliance in the future." 

c. Page 16, "FAA does . . .find . . A $1 million additional ability to pay is a 

significant sum by any standard. The amount of the requirement is the issue 

at hand. Requiring any self-fueler to have at least $1 million set aside in 

pledged personal assets or a letter of credit or bond in order to self-fuel, is, 

on its face, unreasonable." 

d. "Moreover, as the City agreements with its fuelers are "subject and 

subordinate to the provisions of any existing or future agreement between the 

City and the United States," the City has the ability to change existing 

agreement to meet its Federal obligations. For example, the land lease 

between the City and Prince Corporation specifically states that the "lease is 

subordinate to the provisions of any existing or future agreement between the 

Lessor and the United States relative to the operation or maintenance of the 

Airport. 

e. "City can't apply requirements to one party and ignore the risk of the 

activities of anotlier similarly situated parties." 

14. Richard M. Grayson and Gate 9 Hangar LLC v. DeKalb County, GA, FAA Docket 

No. 16-05-13 

a. Page 3, "Land Not Under Lease - The used and development of land not 

under lease appears to be at a standstill. It appears the County does not 

actively advertise and promote the available of unused land. Another concern 

is whether or not the County has placed unreasonable restrictions on 

undeveloped property that has the result of make development unattractive 

either uneconomically and/or functionally." 

b. Page 9-10, "5 As stated above, the Federal obligations of the County 

regarding economic nondiscrimination and reasonable aeronautical access 

exist in both its surplus property and grant assurance 22 obligations. The 

RDM V. TSAIA - Page 32 of 40 
REPLY to TSAIA ANSWER 

prime obligation of the owner of a federally-assisted airport is to operate it for 

the use and benefit of the public. The public benefit is not assured merely by 

keeping runways open to all classes of users. While the owner is not required 

to construct hangars and terminal facilities, it has the obligation to make 

available suitable areas or space on reasonable terms to those who are willing 

and otherwise qualified to offer flight services to the public .. . or support 

service (i.e. fuel, storage, tie down, flight line maintenance, etc.) to aircraft 

operators. This means that unless it undertakes to provide these services 

itself, the airport owner has a duty to negotiate in good faith for the lease of 

such premises as may be available for the conduct of aeronautical activities. 

[See Order, Sec. 4-15] 

c. "If adequate space is available on the airport, and if the airport owner is not 

providing the service, it is obligated to negotiate on reasonable terms for the 

lease of space needed by those activities offering flight services to the public, 

or support services to other flight operators, to the extent that there may be 

a public need for such services. A willingness by the tenant to lease the space 

and invest in facilities required by reasonable standards shall be construed as 

establishing the need of the public for services proposed to be offered. [See 

Order, Sec. 4-15c] 

d. Page 11, "In order for the Director to sustain an allegation of unjust economic 

discrimination, the record must show the elements of unjust economic 

discrimination under grant assurance 22. In a Part 16 proceeding, the 

Complainant has the burden of proof to establish the elements of unjust 

discrimination. Unlike an allegation of unreasonable denial of access, 

discussed below, the record must show that another party similarly situated 

to the Complainant received preferential treatment denied to the Complainant 

in similar circumstances. 

e. "The FAA has acknowledged that several factors can distinguish parties that a 

sponsor can justly treat differently, without violating its Federal obligations. 

Such factors may be: period of lease, business plan proposed, location of 

facilities, level of service and amenities, scope of services, investment, 

market conditions, and reasonable actions by the sponsor to promote and 

protect its ability to continue to serve the interests of the public in civil 

aviation, including the enlistment of prudent business practices that may 

change over time." 

f. Page 12, "The Director notes that willfulness, purposefulness and directness 

are not required elements for a finding of unreasonable denial of access 

sufficient to find a violation of the County's Federal obligations. Inaction and 

omission can be the means by which unreasonable denial of access might be 

achieved." 

g. Page 14, "As stated in the Order, operating the airport for aeronautical 

use is not a secondary obligation; it is the 'prime obligation' of an 

airport sponsor. Proposals of aeronautical development by potential 

leaseholders is evidence of aeronautical demand. [See Order, Sec. 4-

15c]. Pursuing lease terms, plans, or managerial processes, that 

unnecessarily limit the airport's aeronautical utility by restricting 

development is inconsistent with the City's Federal obligations. I t is 

unreasonable for an airport operator to refuse to develop a Federallyobligated airport in response to aeronautical demand, as the airport 

was conveyed for this very purpose and Federal grant funds have 

RDM V. TSAIA - Page 33 of 40 
REPLY to TSAIA ANSWER 

been expended for the purpose of enhancing the aeronautical utilit y 

of the airport." 

15. Centennial Express Ailines. Golden Eagle Chargers d/b/a Centennial Express 

Airlines; Thomas Kehmeier: FAA v. Arapahoe County Public Airport, FAA Docket 

No. 16-98-05, 13-94-03, 13-94-25 

a. Page 8, "The Rules of Practice for Federally-Assisted Airport Enforcement 

Proceedings in 14 C.F.R. Part 16 provides that "[a] person directly and 

substantially affected by any alleged non-compliance may tile a complaint 

with the Administrator," 14 C .F.R, 16.23 a). Assuming, arguendo, that the 

standing requirement of Part 16 applies, it is difficult to imagine a stronger 

case for a direct and substantial effect on Complainants. 

b. "The Airport Authority obtained an injunction that immediately brought 

Centennial Express's scheduled passenger operations at Centennial Airport to 

a halt, forcing it out of business there. Kehmeier is a shareholder of 

Centennial Express and therefore is directly and substantially affected by any 

prohibition on Centennial Express's revenue operations. 

c. "The ver y fact s that Greenwood point s t o — the surrender of the Part 

135 certificate and the dissolution of Golden Eagle Charters — are 

perhaps the mos t compelling evidence possible that the Airport 

Authority' s alleged non-compliance had a direc t and substantial effect 

on Complainants." 

d. Page 8 and 9, "As Kenneth Gulp Davis states in 24.1 of the Administrative 

Law Treatise (2'd ed. 1983), A main objective in reforming the law of 

standing should be to strip down the law to one simple proposition: one who 

is adversely affected in fact should never be denied standing."' 

e. Page 10, "Thus the role of the FAA Office of Airport Safety and Standards is 

not to represent Complainants, but to represent the agency, acting to protect 

the public interest. The role of the private complainant is simply to bring to 

the agency's attention apparent violations of airport grant assurances. See 61 

Fed. Reg. at 53,999 (October 16, 1996), noting that the FAA is the party with 

the burden of proof and that the Rules of Practice receive Complainants party 

status only to assist the FAA in the development of the factual record." 

f. Page 17, "Federal courts will not give effect to a judgment or decree of a 

state court that would restrain the exercise of sovereign power of the United 

States by imposing requirements that are contrary to important and 

established Federal policy, id. citing Bvrd v. Blue Ridge Cooperative, 356 U.S. 

525 (1957); Red Fox v. Red Fox. 564 F.2d 361, 365 n.3 (9th Cir. 1977); 

American Mannex Co. v. Rozands, 462 F.2d 688,690 (5th Cir.), cerr. denied, 

309 U.S. 1040 (1972). 

g. "The ban violates Congress' express prohibition, in 49 U.S.C. 41713(b)( 1). 

on state and local regulation of air carrier rates, routes, or services. In the 

Airline Deregulation Act. Congress preempted state and local regulation of 

rates, routes, and services of air carriers to ensure that the states would not 

undo Federal deregulation (if domestic air transport. Morales v. TWA, 504 

U.S. 374, 378-379 (1992)." 

h. "A safe and efficient system of public use airports cannot be maintained if 

each Federally-funded airport is free to impose its own ban on certain types of 

air service without an adequate basis in fact or law. The national system 

RDM V. TSAIA - Page 34 of 40 
REPLY to TSAIA ANSWER 

i 

I would weaken and balkanize. See New- England Legal Foundation v. 

j Massachusetts Port Authority. 883 F.2d 157, 172 ( 1st Cir. 1989). referring to 

j the "[b]alkanizing forces of state and local regulation." and stating that in 

reducing Federal economic regulation of aviation. Congress did not intend to 

leave a vacuum for state and local governments to fill." 

' 16. United Aerial Advertising, Inc. v. County of Suffolk Board Of Commissioners, FAA 

Docket No. 16-99-18 

a. Page 9, "However, in all cases involving the airport owner imposing 

restrictions on the use of the airport for safety and efficiency reasons, the FAA 

will make the final determination of the reasonableness of the airport owner's 

restrictions that deny or restrict use of the airport. (FAA Order 6A, para. 4-

8)." 

b. Page 14, "Suffolk County's apparent singling out of United appears to be 

further evidenced by the fact that some of the requirements imposed on 

United had no reasonable basis." 

c. Page 15, "By imposing this restriction, Suffolk County has granted an 

exclusive right to the airport's two existing fixed base operators. Exclusive 

right may result from an express agreement, from the imposition of 

unreasonable standards or requirements, or by any other means. It is the 

agency's position: 

d. "The existence of an exclusive right to conduct any aeronautical activity at an 

airport limits the usefulness of the airport and deprives the using public of the 

benefits of a competitive enterprise. Apart from the legal considerations, the 

FAA considers it inappropriate to provide Federal funds for improvements to 

airports where the benefits of such improvements will not be fully realized 

due to the inherent restrictions of an exclusive monopoly on aeronautical 

activities. (FAA Order, para. 3- 8a.) FAA Order 5190.6A defines an exclusive 

right to mean-"any exclusive right to use the airport for conducting any 

particular aeronautical activity requiring operation of the aircraft. No exclusive 

right for the use of the airport at which the property disposed of is located 

shall be vested (either directly or indirectly) in any person or persons to the 

exclusion of others in the same class." (See Order, Para. 3-2d .)." 

17.Gina Michelle Moore, individually and d/b/a/ Warbird Sky Ventures, Inc. v. 

Sumner County Regional Airport Authority, FAA Docket No. 16-07-16 

a. "An exclusive right is defined as a power, privilege, or other right excluding or 

debarring another from enjoying or exercising a like power, privilege, or right. 

An exclusive right can be conferred either by express agreement, by the 

imposition of unreasonable standards or requirements, or by any other 

means. Such a right conferred on one or more parties, but excluding others 

from enjoying or exercising a similar right or rights, would be an exclusive 

right. [See FAA Advisory Circular 5190-6 Exclusive Rights and Minimum 

Standards for Commercial Aeronautical Activities, January 4, 2007]." 

18. M. Daniel Carey and Cliff Davenport v. Afton-Lincoln County Municipal Airport 

Joint Powers Board, FAA Docket No. 16-06-06 

a. Page 29, " The Director does find, however, based on the record, that the 

Respondent is in violation of grant assurance 24, Fee and Rental Structure, by 

failing to collect lease payments. In addition, the Respondent is advised that 

failing to collect lease payments from one airport tenant while collecting such 

RDM V. TSAIA - Page 35 of 40 
REPLY to TSAIA ANSWER 

lease payments from other similarly situated tenants is also a violation of 

grant assurance 22, Economic Nondiscrimination." 

b. Page 38, "An exclusive rights violation occurs when the airport sponsor 

excludes others, either intentionally or unintentionally, from participating in 

an on-airport aeronautical activity. [See FAA Advisory Circular (AC) 

150/5190-6, Exclusive Rights at Federally Obligated Airports, January 4, 

2007, section 1.2.] 

c. "Respondent requires others to meet these standards as a condition of 

providing services and facilities on the airport. This action gives Afton Aircraft 

Services, Inc. an economic advantage over potential competitors. It also 

grants an exclusive right to Afton Aircraft Services, Inc., to be the only fixedbased operator to enjoy a reduced level of requirements." 

19. Atlantic Helicopters Inc./ Chesapeake Bay Helicopters v. Monroe County. Florida^ 

FAA Docket No. 16-07-12 

a. Page 29, "applying a higher minimum standard, because of a concern about 

what an operator might do is not a legitimate exercise of a sponsor's 

authority. [Leonard, DD, p. 36]" 

b. Page 40, "In order to sustain an allegation of unjust economic discrimination, 

the discrimination must be unjust. It can only be unjust if the preferred party 

is similarly-situated to the dis-preferred party. In this case, the Complainant... 

is so dis-similar from the full-service FBOs at [the airport] as to in no way be 

similarly-situated. It is insufficient to simply state that another party is 

managing to escape sanction from the airport sponsor by departing from 

standards in one way, so that the airport sponsor must allow a complaining 

party to depart from standards in a different way. In fact, to sustain an 

allegation of unjust discrimination, the Complainant... must comply with 

Minimum Standards to a degree similar to [the full service FBO] and request 

similar treatment in any preference granted by the Airport. [Self Serve, p. 

27]" 

20. AGLAD Postmark, LLC (AGLAD) signed a lease with TSAIA on November 18, 

2005. 

2 1. RDM, LLC is a member of AGLAD Postmark, LLC. (See Exhibit A RDM Complaint 

Dated October 27, 2009.) 

22. Not only is RDM, LLC a 31.8% owner of AGLAD Postmark, LLC but they are also 

"deemed to have a 51 % Percentage Interest in the Company for voting 

purposes". This allows RDM greater control over AGLAD Postmark than depicted 

in TSAIA's MOTION TO DISMISS. (Exhibit A, pgs. 1-2) 

23. RDM contributed approximately $1.3M to the AGLAD development. 

24. Although RDM initially was not the "contact person" with TSAIA, RDM was a very 

active member of AGLAD Postmark, LLC and worked closely with Lee Nunn and 

Carol Meyers on the AGLAD development. 

Additionally, in the fall of 2008 RDM took a very active role in the AGLAD 

development when they secured an Option to purchase all of AGLAD, Inc.'s 

interest in AGLAD Postmark, LLC. RDM met several times with TSAIA (October 

14, 2008, October 28, 2008, and November 17, 2008) to discuss extending 

AGLAD's lease deadline and TSAIA help with financing. 

RDM V. TSAIA - Page 36 of 40 
REPLY to TSAIA ANSWER 

In advance of the October 28, 2008 meeting, TSAIA requested that RDM provide 

a copy of the Option Agreement (see Exhibit B). RDM was told by TSAIA that 

they would not meet with RDM unless they had proof that RDM had authority to 

act on behalf of AGLAD Postmark, LLC. Once the Option Agreement was 

provided, TSAIA deemed the Option Agreement as satisfaction of their 

requirement and proceeded to meet with RDM. 

25. RDM alleges that TSAIA has violated this Act as pertaining to Title 49 United 

States Code §47107 (a) General Written Assurances because TSAIA has engaged 

in economic discrimination and has failed to comply with Federal Grant Assurance 

22, Economic Nondiscrimination and Federal Grant Assurance 23, Exclusive 

Rights. 

26. RDM (a member of AGLAD Postmark, LLC) lost approximately $1.3M because of 

TSAIA's violations, and hence has been "directly and substantially affected". 

27. RDM's standing is ensured by 14 C.F.R Part 16 §16.23(a) which reads, "A person 

directly and substantially affected by any alleged noncompliance may file a 

complaint with the Administrator. A person doing business with an airport and 

paying fees or rentals to the airport shall be considered directly and substantially 

affected by alleged revenue diversion as defined in 49 U.S.C. 47107 (b)." 

28. On page 46, Section 4 of Jim Martyn v. Port of Anacortes, Washington (Docket 

No. 16-02-03) the FAA expands on 14 C.F.R Part 16 §16.23(a). "The second 

sentence of this section does not exclude previous or potential airport users who 

do not have currently fee-paying arrangements with an airport from filling 

complaints under Part 16. Rather, it confirms that a complainant presently 

engaged in a business arrangement with the airport in question would be 

assumed to suffer from a direct and substantial effect when revenue diversion is 

alleged without having to demonstrate that effect. This point related directly to 

17.23 (b)(4) that requires a complaint filed under Part 16 to contain a description 

of how the complainant was directly and substantially affected by the things done 

or omitted to be done by the respondents. Allegations related to revenue 

diversion do not require the complainant to describe how it was directly and 

substantially affected. [See, e.g. Rules of Practice for Federally-Assisted Airport 

Proceedings, Final Rule, 61 Fed. Reg. 53998 (Oct. 16, 1996).]" 

"The fact that the Complainant is not currently paying fees or rentals to the 

Anacortes Airport does not preclude him from being directly and substantially 

affected by any alleged noncompliance. The Complainant must meet the 

requirements of §16.23(b)(4) by providing a brief description of how he was 

affected." 

29. The FAA states here that in order to have standing, the Complainant needs only 

to meet the requirements of §16.23(b)(4) by providing a brief description of how 

he was affected. RDM has met this standard. On pages 9-20 of the Complaint, 

RDM describes how they were "directly and substantially" affected by TSAIA's 

grant assurance violations. 

30. When AGLAD Postmark, LLC negotiated its ground lease with TSAIA in 2005 it did 

so with the belief that TSAIA was negotiating in good faith and was not violating 

any laws or policy. Had AGLAD known that TSAIA's proposed lease terms (see 

above TSAIA violations in Section 1.8 on page 2) were in violation of Title 49 

United States Code §47107 (a) General Written Assurances, AGLAD would have 

negotiated its ground lease differently or may not have entered into a lease at 

all. 

RDM V. TSAIA - Page 37 of 40 
REPLY to TSAIA ANSWER 

3 1. When AGLAD Postmark, LLC negotiated with TSAIA post 2005 (once it had a 

signed lease with TSAIA) it did so again with the belief that TSAIA was 

negotiating in good faith and was not violating any laws or policy. Had AGLAD 

known that TSAIA's tactics (see above TSAIA violations in Section 1.8 on page 2) 

were in violation of Title 49 United States Code §47107 (a) General Written 

Assurances AGLAD would have negotiated differently. 

32. Finally, in Maxim United, LLC v. Board of County Commissioners of Jefferson 

County, Colorado (Docket No. 16-01-10) the Board of County Commissioners of 

Jefferson Count, Colorado (County) argued that, "Maxim voluntarily signed a 

lease containing the exact language about which it now complains, and with 

knowledge that there was no guarantee that the new minimum standards would 

be completed at any given time. Now that the lease terms have become 

inconvenient, Maxim asks that FAA to intervene and force the County to amend 

those terms. Such a challenge to the propriety of the County's requirements, if 

ever appropriate, should have been brought prior to signing the lease." (Pg. 6, 

paragraph 6) 

The County's wording and argument is very similar to TSAIA's wording found on 

page 4 line 2 of the MEMORANDUM IN SUPPORT OF MOTION TO DISMISS. This 

paragraph states, "AGLAD entered into the lease voluntarily and voluntarily 

agreed to each modification by supplement. At any point, AGLAD could have 

taken advantage of the rights of administrative protest and appeal of any ANC 

lease requirement or decision under 17 AAC 42.910 and 17 AAC 42.920. Until 

the lease was terminated, AGLAD did not avail itself of these remedies. Having 

failed to avail itself of administrative remedies, AGLAD accepted those decisions 

as a matter of law. RDM now alleges, incorrectly, that ANC treated other tenants 

differently in the past. But ANC's mere enforcement of the lease contract AGLAD 

voluntarily entered into cannot be a proper basis for a claim that ANC thereby 

violated federal obligations that directly and substantially affected RDM." 

Later on page 5 line 11 it states, "Every agreement term between Respondent 

and AGLAD was entered into voluntarily and without reserved objection by 

AGLAD. AGLAD's Land Lease Agreement ADA-31170 and its supplements 

substantially framed and governed the relationship between Respondent and 

AGLAD. Although RDM asserts that the terms to which AGLAD agreed were less 

favorable than the terms of Respondent's lease agreements with certain other 

tenants, it ignores the fact that AGLAD voluntarily became bound to those terms 

by contract." 

And finally later in the paragraph, line 20, "Had AGLAD believed the terms to be 

in violation of the Grant Assurances, AGLAD should have challenged them in 

advance, whether before the FAA or by the State of Alaska's administrative 

process under 17 ACC 42.910. RDM should not now be permitted (to) seek to 

hold Respondent accountable under the Grant Assurances for terms AGLAD was 

comfortable entering into, and RDM was comfortable authorizing AGLAD to enter 

into." 

In section V.A.I (pg. 18) of Maxim United, LLC v. Board of County Commissioners 

of Jefferson County, Colorado (Docket No. 16-01-10) the FAA determines, "Even 

though the record supports that the Complainant may have agreed to lease 

terms restricting self-fueling until such times as the revised minimum standards 

are adopted and implemented, we cannot support the County's position. The 

lease terms in question are inconsistent with the Respondent's grant assurance 

22(f), which provides that the owner shall have the right to self-service its own 

RDM V. TSAIA - Page 38 of 40 
REPLY to TSAIA ANSWER 

aircraft. The lease agreement does not supersede the Respondent's Federal 

obligation to permit self-fueling. The Respondent cannot avoid its Federal 

obligation by securing an agreement to the contrary from the tenant, when that 

agreement is required as a condition of reasonable access to the airport." 

(Italics added for emphasis.) 

TSAIA's assertion that AGLAD voluntarily signed their lease and this should 

excuse TSAIA from compliance with General Written Assurances or federal law is 

not correct. The above mentioned case debunks this theory. 

In the fall of 2005, AGLAD was presented with a lease on a "take it or leave it" 

basis. AGLAD was not aware at the time that TSAIA had given much more 

favorable terms to other similar tenants at the airport. As mentioned previously, 

AGLAD was operating under the expectation that TSAIA was negotiating in good 

faith, and was in compliance with all laws and policy. Had AGLAD been made 

aware that other similar tenants had received much more favorable terms and 

that TSAIA was under the obligation to offer these favorable terms without 

discrimination per Title 49 United States Code §47107 (a) General Written 

Assurances, AGLAD would have negotiated differently. 

33. On page 5 (line 16) of the MOTION TO DISMISS, TSAIA makes use of Roadhouse 

Aviation, LLC v. City of Tuls, FAA Docket No. 16-05-08 to augment the argument 

that AGLAD voluntarily entered into the lease and accepted those decisions as a 

matter of law and therefore the complaint is "not a proper subject for review 

under Part 16." It cites the following sentence in this case as proof that RDM's 

complaint has no merit. "FAA does not normally intervene simply because a party 

to a contract later objects to a provision in the contract." 

TSAIA should have continued reading in this paragraph, because in the third 

sentence of this same paragraph it states, "In this case, the Complainant's 

alleged misunderstanding of the lease terms does not rise to the level of a grant 

assurance violation, but may as the Director advised, be a state contract law 

issue." 

34. A reading of the entire case makes it very clear that the reason the Director did 

not find the City of Tuls at fault was not because Roadhouse Aviation, LLC agreed 

to a lease and the lease must be adhered to, rather, the Director makes the point 

that the City of Tuls actions did "not rise to the level of a grant assurance 

violation." If Roadhouse Aviation, LLC had been able to show a violation of a 

grant assurance, the City of Tuls would have been found liable regardless of the 

fact that Roadhouse Aviation, LLC voluntarily agreed to the terms in their lease. 

RDM V. TSAIA - Page 39 of 40 
REPLY to TSAIA ANSWER 

Section 4: Conclusion 

It would appear that this should be a pretty simple case for the FAA. RDM has: 

shown that it has standing to file the Complaint, shown that the CargoPort, FedEx 

and UPS developments are similar to AGLAD's, demonstrated that TSAIA has violated 

grant assurances by citing specific instances, and has provided past F/ ^ cases that 

are pertinent to the RDM Complaint. 

RDM respectfully asks that the FAA finds TSAIA in violation of grant assurance. 

Sincerely, 

Shaun Debenham 

Member, Debenham Properties, LLC 

Managing Member of RDM, LLC 

2960 C Street, Suite 202 

Anchorage, AK 99503 

W: (907) 562-9330 

F: (907) 562-9331 

E: shaundebenham(a)alaska.net 

RDM V. TSAIA - Page 40 of 40 
Reply to TSAIA Answer - Exhibit A 

EXHIBIT A 

Applicable Supporting Documents for proof of RDM 51 % voting interest 

AGLAD Postmark, LLC Operating Agreement: Title Page 

'^tUKUMf 

\ ^ 

Title page to 

AGLAD 

Postmark, LLC 

LIMITED LIABILITY COMPANY OPERATING AGREEMENT 

OF 

AGLAD Postmark, LLC 

(an Alaska Limited Liability Company) 

' ^., ' 

Dated and E^eictive 

as of 

< 

RDM V. TSAIA Exhibit A - Page 1 of 2 
Reply to TSAIA Answer - Exhibit A 

Applicable Supporting Documents for proof of RDM 51 % voting interest 

AGLAD Postmark, LLC Operating Agreement: Page 3 

• 1 '>. 

This paragraph 

shows that RDM 

had a 51 % interest 

in AGLAD 

Postmark, LLC 

for voting 

"Member" raean§ each person or entity whffejfccutes acqunterpart qf,thtlf'Agrecmenl as 

a Member and each pcfsoiior entity who may hereaffer be admitted to the Company as an 

additional or substituted Member. 

"Net Appraised Value" for purposes of determining tlie fair market value of the 

Company, and for purposes of calculating the feir market value of a Member's Percentage 

Interest in the Company, will consist of the appraised value of the Project determined in tlie 

appraisal conducted under the provisions of Section 8.4 reduced by outstanding liabilities of die 

Company. 

"Percentage Interest" means each Member's percentage interest in die Company as set 

forth on the attached Schedule I, as adjusted from time to time in accordance with ihis 

Agreement, including but not limited to under Section 9.3. 

"Preferred Return" means, with respect to a Member, the return of an amount equal to 

the Member's capital contributions, plus a cumulative return of 12% per annum, compounded 

quarterly, on such Member's capital contributions from time to time during the period to which 

the Preferred Return relates, commencing as of tlie first date the Member makes a capital 

contribution to the Company. 

"Project" has the meaning set forth in Section 1.3. 

"RDM" means RDM, LLC. 

"Regulation" includes temporary and final Treasury regulations promulgated under the 

Code and tlie corresponding sections of any regulations subsequently issued that amend or 

supersede such regulations. 

ARTICLE 3 - MEMBERS, CONTRIBUTIONS AND INTERESTS 

3.1 Members' Names, Addresses and Percentages. The names and addresses of tlie 

Members, and their Percentage Interests are set forth on the attached Schedule 1, as amended 

from time to time, provided, however, that RDM shall be deemed to have a 51% Percentage 

Interest in the Company for voting purposes (but not for purposes of distributions or any other 

purpose) until the last of the following events (collectively, the "Obligations"): (a) .Airport 

Stock, LLC has received $875,000 m distributions from the Company, (b) RDM has received 

distributions from the Company equal to all of RDM's Preferred Return on its initial capital 

contributions to the Company, and (c) no other funding or guarantees from RDM or its affiliates 

is outstanding. 

3.2 Additional Members. Additional Members shall be adTnitted only upon the 

consent of all Members. 

3.3 Contributions. Each Member shall contribute as his, her or its uiitial capital 

contribution to the Company the cash and/or property described on attached Schedule 1, as 

ANC 79697v5 30338-3 «18«9-1 3 

RDM V. TSAIA Exhibit A - Page 2 of 2 
Reply to TSAIA Answer - Exhibit B 

EXHIBIT B 

RDM, LLC Option Agreement with AGLAD, Inc. 

Title page to 

AGLAD 

Postmark, LLC 

OPTION AGREEMENT 

This Option Agreement ("Agreement") is made and entered into as of the 18 day of 

November, 2008 by and among RDM, LLC ("RDM"), an Alaska limited liability company, and 

Anchorage Global Logistics Airpark Development, Inc. ("AGLAD"), an Alaska corporation. 

RECITALS 

WHEREAS, RDM holds an ownership interest in AGLAD Postmark, LLC, an Alaska 

limited liability company (the "Company") equal to 32.28% of tlie total outstanding membership 

interests in the Company and AGLAD holds a membership interest equal to 67.72% of the total 

outstanding membership interests in the Company ("AGLAD's Member Interest"); and 

WHEREAS, RDM desires to obtain, and AGLAD desires to convey to RDM, an option 

to purchase AGLAD's Member Interest in the Company on the tenns and conditions set forth in 

this Agreement; 

NOW THEREFORE, in consideration of the premises, mutual covenants and 

conunitments set forth below, and other good and valuable consideration, the receipt and 

adequacy of which are hereby acknowledged, the parties agree as follows: 

I. GRANT OF OPTION 

1.1 Subject to the terms and conditions set forth m this Agreement, the AGLAD 

irrevocably grants to RDM an option to purchase all of AGLAD's Member Interest in the 

Company at the Purchase Price described in Sectionll (the "Option"), which Purchase Price 

shall, subject to the Holdback Amount provisions of Section 3.4, be payable to AGLAD. 

^^. 2 This Option is exercisable by RDM at any time during a period commencing on 

tl^^t e of execution of this Agreement and expiring on December 31, 2008 ("Option Period") 

^po n written notice by RDM delivered to AGLAD ("Option Notice"). 

1.3 As consideration for granting this Option, immediately upon execution of this 

Agreement, RDM shall make an effort to bring the project out of default by paying the back 

lease payments, paying the November and December rent payments when they come due and 

fulfilling the"financial security" requirements, regarding site civil work for Stage 1, of the Ted 

Stevens International Airport or its successor (the "Airport"). If RDM determines, in its sole 

discretion, that it is unable to fulfill such requirements of the Airport, RDM is under no 

obligation to continue making groimd lease payments. 

H. PURCHASE PRICE 

The total amount payable by RDM for all of AGLAD's Member Interest is $400,000, less 

any portion of the Holdback Amount that AGLAD is not entitled to (altogether, the "Purchase 

Price"). 

Option Agreement Page 1 of 12 

RDM V. TSAIA Exhibit B - Page 1 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

For purposes of this agreement (including determining payment of the Holdback 

Amount): (a) the term "Closing Date Liabilities" shall mean (i) all unpaid liabilities of the 

Company due and payable on or before the Closing Date that are listed in the attached to Exhibit 

A, as supplemented by AGLAD no later than five days after execution of this Agreement, and 

(ii) to the extent that late fees and interest as of November 14, 2008 of the liabilities listed in 

Exhibit A are materially disclosed in Exhibit A as supplemented pursuant to this Agreement, late 

fees and interest accrued on each such liability after November 14, 2008; and (b) the term 

"Undisclosed Liabilities" shall mean all otlier unpaid Company liabilities, including, without 

limitation, contract obligations, trade accounts or other payables, payments due on outstanding 

judgments or orders, taxes, interest, penalties or other legal liabilities or regulatory payments. 

III. CLOSING 

3.1 Upon delivery of the Option Notice, AGLAD shall be bound to sell AGLAD's 

Member Interest to RDM and RDM shall be bound to purchase AGLAD's Member Interest from 

AGLAD. 

3.2 Closing of die sale and purchase of AGLAD's Member Interest ("Closing") shall 

take place at 2960 "C" Street, Suite 202, Anchorage^ Alaska (or at such other place as may be 

agreed between the parties) at 12 noon on the fifth (5th) day after the date on which RDM serves 

its Option Notice to AGLAD ("Closing Date'') provided that, if such day is not a business day, 

then Closing shall take place at 12 noon on the first business day after that day. 

3.3 At Closing, the AGLAD shall: -

a. transfer all of AGLAD's Member Interest to RDM free and clear of all 

liens, encumbrances, and resfrictions whatsoever; 

b. deliver an absolute assignment AGLAD's Member Interest to RDM; 

c. execute and deliver to RDM a Closing Certificate in substantially the form 

set forth in Exhibit B; 

d. 

Option Agreement 

surrender all rights under tlie Company's articles and operating agreement, 

as amended, including to management and to project management fees; 

deliver all tangible and intangible property of the Company, including 

witliout limitation drawings and reports, documents, electronic word 

processing and data files, faxes, database information, accounting and 

contact information, passwords, files, and other intellectual property 

(RDM will make anangements to pick up the files and the filing cabinets 

of the Company); and 

do such things and execute such documents as shall be necessary or as 

RDM may reasonably request to give effect to the sale of AGLAD's 

Member Interest hereimder; and 

ge2ofl2 

RDM V. TSAIA Exhibit B - Page 2 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

g. provided that if Closing takes place prior to the return of Mr. Nunn to 

Anchorage, all documents described above which are in Mr. Nunn's 

possession shall be delivered to RDM within five working days of Mr. 

Nuim's return. 

3.4 Subject to AGLAD's material compliance with its obligations under Section 3.3 

and otlier obligations contained in this Agreement, RDM shall, at Closing, pay to AGLAD in 

cash or by wire transfer an amount eqiial to $50,000. The $350,000 balance of the Purchase 

Price (the "Holdback Amount") shall be payable to AGLAD to tlie extent provided below, in 

cash or by wire transfer, as follows: 

(a) $150,000 on a date that is 12 months after die Closing Date, less (i) any material 

Undisclosed Liabilities and (ii) any damage to RDM or the Coinpany arising from the breach of 

any covenant, representation or warranty contained in this Agreement or in the Closing 

Certificate; 

(b) $200,000 on a date that is 24 months after the Closing Date, less (i) any material 

Undisclosed Liabilities and (ii) any damage to RDM or the Company arising from the breach of 

any covenant, representation or warranty contained in this Agreement or in the Closing 

Certificate; 

(c) Provided, however, if Postmark transfers its ground lease with the Airport, tlie 

Holdback Amount remaining owing will be immediately due in full. 

IV. DUE DILIGENCE/COOPERATION 

Within five (5) days following execution of this Agreement, AGLAD and the Company 

shall produce to RDM all of the documents and inforihation described in Exhibit C attached 

hereto which have not already been provided to RDM-, and shall promptly produce to RDM such 

additional information as it may request during the Option Period concerning the Company's 

business, operations, organization, and finances (collectively, "Due Diligence Information 

Requests"), provided that all such documents which are in Mr. Nurm's possession shall be 

delivered to RDM within five working days of Mr. Nunn's return. In addition to the foregoing, 

AGLAD and the Company shall reasonably cooperate with RDM in any otlier requests made in 

connection with its due diligence efforts, including without limitation, providing access to the 

physical premises and to the records owned or controlled by the Company or its Members. The 

Company hereby gives RDM pennission to talk to its outside consultants, professional advisors 

and potential investors about the Due Diligence Iiiforraation provided by the Company. RDM 

shall be exclusively responsible for any additional fees incurred by consulting such consultants, 

advisers and investors. 

V. ADDITIONAL COVENANTS 

5,1 During the Option Period: 

a. the Company shall not create or issue to any third party atiy new 

membership interest; 

Option Agreement Page 3 of]2 

RDM V. TSAIA Exhibit B - Page 3 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

b. in the event any Member shall transfer all or a portion of an existing 

membership interest to a third party, such transfer shall be expressly subject to, and the 

purchasing party shall be bound by, the terms and conditions of this Agreement; without 

limiting the foregoing, the transferring Member agrees to execute, or cause to be 

executed, such documents as may be reasonably requested by RDM to memorialize such 

continuing obligations; 

c. neither the Company nor the Members shall (i) sell, transfer, pledge, 

encumber or alienate any material portion of the assets or property of the Company, or 

(ii) make a dividend or other distribution from the Company to its Members; and 

d. the Members and the Company will promptly advise RDM of any matter 

relating to the assets and affairs of the Company that occur outside of the ordinary course 

of its business. 

VI. WARRANTIES AND REPRESENTATION 

6.1 AGLAD represents and warrants to RDM that it is a registered holder and 

beneficial owner of AGLAD's Member Interest and that, apart from this Agreement, its Member 

Interest is free and clear of any charge, lien, equjty, thirti party right, option, right of pre-emption 

or any other encumbrance, priority or security interest whatsoever. AGLAD further represents 

that it owns 67.72% of the outstanding metpbership interests in die Company. 

6.2 AGLAD represents and warrants to RDM that, except as disclosed in Exhibit A, 

and as supplemented pursuant to this Agreement, there are no Company liabilities, contract 

obligations, trade accoimts or other payables,' payments due on outstanding judgments or orders, 

taxes, interest, penalties or other legal liabilities pr regiilatory payments. 

6.3 AGLAD and the Company each represent and warrant that each has taken action 

to authorize the execution, delivery and performance of this Agreement. Carol Myers represents 

and warrants that she and Lee Nunn, constituting a majority of the board of directors for 

AGLAD, authorized in a board meeting held on or about November 16,2008 AGLAD to enter 

into this option agreement, and authorized Carol Myers to sign on behalf of AGLAD; attached as 

E.Khibit D hereto is a true and correct copy of such minutes. Carol Myers further represents and 

warrants diat, to the extent that any further action is necessary to authorize the execution, 

delivery and performance of this Agreement, she and Lee Nunn will cause, as applicable, 

AGLAD and the Company, to take such action. This Agreement has been duly executed and 

delivered, and constitutes legal, valid tmd binding obligations of AGLAD and the Company, 

enforceable, as applicable, against AGLAD arid/or the Company in accordance with its terms, 

subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors 

generally, and general principles of equity. Neither the execution of, nor compliance with, this 

Agreement will conflict with any applicable law or any contract obligation of AGLAD or the 

Company or violate any provision of such party's articles, bylaws, operating agreement or other 

governing documents. No exercise of any of the terms of this Agreement, or any right 

thereunder, will render either this Agreement or the Option unenforceable. 

Option Agreement Page4of 12 

RDM V. TSAIA Exhibit B - Page 4 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

6.4 RDM represents and warrants that it has the unrestricted right, power and 

authority to execute and deliver this Agreement and to perfomi each of the obligations, 

hereunder, and fiirther that neither the execufion of, nor compliance witli this Agreement will 

conflict vwth any applicable law or any contract obligations of RDM or violate any provision of 

its articles, bylaws, or governing documents, 

VII. NOTICES 

Any notice required or permitted to be given under this Agreement shall be in writing and 

shall be sent to its registered office atjdit addrisss set forth on the signature page of this 

Agreement or to such other address as ajparty may designate by notice to the other parties in 

accordance with this clause. Any such notice shall be delivered personally, by courier, or sent by 

certified mail, receipt requested, postage prepaid and shall be deemed to have been delivered, if 

by personal service or by courier, when delivered, arid if by mail, 5 days after deposit m tlie 

United States mail, postage prepaid. 

VIII. GENERAL 

8.1 This agreement may be executed in any number of counterparts, which taken 

together shall constitute one agreement. 

8.2 Except as provided in Section 5.1(b),'above, this Agreement may not be assigned 

in whole or in part, but is binding upon and shall operate for the benefit of the parties' personal 

representatives and other successors and permitted assigns. Notwithstanding the foregoing, 

RDM shall be permitted to assign its rights and obligations under this Agreement to any direct or 

indirect wholly-owned subsidiary of RDM, 

8.3 This Agreement supersedes any previous agreement between the parties in 

relation to the matters dealt with and represents (together with any dociunents referred to in this 

agreement) the entire agreement between the parties'in relation to such matters, and no variation 

shall be effective unless made in writing and signed by all parties to this Agreement. 

8.4 The failure by any of the parties at any time to require performance by any other 

party or to claim a breach of any term of this Agreement shall not be deemed to be a waiver of 

any right under this Agreement. 

8.5 The parties shall use their respective best efforts to ensure that any necessary third 

parties shall execute and do all such iiirther deeds, documents and things as any party may 

reasonably require by notice in writmg to any other party to carry the provisions of this 

Agreement into fiill force and effect and (so far as they are able) shall do everyUiing necessary 

(including widiout limitation exercising their powers as members and as directors of the 

Company) to give effect to die spirit and intent of this agreement. 

8.6 In addition to any otlier remedy available at law or in equity, in the event of a 

breach of this Agreement by any Member or the Company, one or both of the oUier parties shall 

be entitled to sue for specific performance of the obligations hereunder. 

Option Agreement Page Son 2 

RDM V. TSAIA Exhibit B - Page 5 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

''••«•' « 

8.7 . Any date or jjeriod mentioned in this Agreeinent may be extended by agreement 

between the parties (or such of the parties as niay be affected thereby) but, as regards any date or 

period (whether or not extended as aforesaid), time shall be of the essence. 

8.8 Each of the parties to this Agreement shall bear its own costs and expenses 

relating to'this Agreement. 

8,9 This Agreement shall be go.vem( 

law and the parties hereby submit to'the*^^^ ^ 

IN 'WITNESS of which the paiti*-^ ! 

Option Agreement 

^$l.csnstriied in accordance with Alaska 

R>f die Alaska courts. 

^^y^Agreement as follows: 

^>ei>€K^^JJlW*^ itt-

'••:if ^ 

Page 6 of 12 

RDM V, TSAIA Exhibit B - Page 6 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

Option Agreement 

ANCHORAGE GLOBAL LOGISTICS 

AIRPARK DEVELOPMENT, INC. 

^i^f7^/-^i,^<^^-^ 

By: 

fits: . 

..Address: 

/^tLtc / ^ /flycr j 

Si' ^ I't-fa^f / 7'r<a.Ji 

/><} /JHXiC a<//l.'S 3 

Ai/CdAjYO^e-, /^AJ-J^ f9^'^' / 

AGLAD POSTMARK, LLC 

,;^^^/fWo x 

TBy: /h-Cjurs^i CrUij./Ai^^ijfl'tJ ^'•'/la.rd i>i->< A c 

Its: ' MiSM.*i^vr 

Address: •i-fio Ao-a. j'^/sz s 

/^p^ ^ 

Carol Myers indiyidtially, as to Section 6.3 

Page7ofl2 

RDM V. TSAIA Exhibit B - Page 7 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

Exhibit A 

Accounts Payable 

AGUkD Inc • ProJ Mngr 

AGU^D Inc, 

Air Cargo Managemsnt Group 

Alaska Communications Systems 

Alaska Dapartment of Natural Rssourcss 

Alaska t.^nd Clearing Contractors LLC 

Alaska USA Insurance Brokers 

American Express 

Arctic Office Products 

Bank of America 

Carol A. Myers 

Davis Wright Tremalne LLP 

EEIS Consulting Engineers, Inc. 

Enterprise Engineering, Inc. 

Gary Peterson & Associates, Inc 

Great Northern Engineering 

Ljmtech, Inc. 

Lee R. Nunn 

LochorLLC 

Mikunda, Cottrall & Co. 

Municipality of Anchorage 

Municipality of Anchorage - Permits 

Premium Financing Specialists, Inc. 

Pruhs Construction Company, LLC 

Shannon & Vl/ilson, Inc. 

SUts of Alaska 

SUte of Alaska - DEC 

State of Alaska - DNR 

State of Alaska-TSAIA 

UCG Associates, Inc. 

Willis of Alaska, inc. 

TOTAL ACCOUNTS PAYABLE 

Contlnoent Liabilities 

Pegasus building lease 

Cathay Pacific building lease 

Risks 

KaiitU building lease 

Kalitta ramp lease 

Nov 14, 08 

0.00 

888.00 

0.00 

0.00 

0.00 

0.00 

0.00 

p.oo 

o.od • 

0.00 • 

1,510.92^ 

81,143.34 

549,81 ?'lO 

12,921.25 . 

1,509.00 • . 

.. 14.781.00. 

16,068.51'; . 

5,247.00, 

4,627,50 . 

5,448.72 ' 

108,895.18; . 

57,000.00; 

0.()0 . 

71,310.00 

14,205.55 

0.00 

0.00 

0.00 

39,800.78 

57,396.36 

0.00 

1,040,665.21 

$ 

36,000.00 maximum 

i 

26,500.00 maximum 

each cai^celable If the other Is 

cancelled ' 

each cancelable if the other is 

cancelled 

Option Agreement PageSof n 

RDM V. TSAIA Exhibit B - Page 8 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

Accounts Payable 

AGLAD Inc. 

Air Cargo Management Group 

Alaska Communicalions Systems 

Alaska Land Clearing Contractors LLC 

Alaska USA Insurance Brokers 

American Express 

Arclic Olflce Products 

Bank of America 

Carol A. Myers 

Davis Wright Tremaine LLP 

EElS Consulting Engineers, Inc. 

Enterprise Engineering, Inc. 

Gary Peterson & Associates, Inc 

Great Northern Engineering 

Lantech, Inc. 

Lee R. Nunn 

Locher LLC 

^^ ^ Mikunda, Collrell & Co. 

Municipalily of Anchorage 

Municipality of Anchorage - Permits 

Premium Financing Specialists, Inc. 

Pruhs Construction Company, LLC 

RBC Dain Rauscher 

RDM 

Shannon & Wilson. Inc. 

State of Alaska 

Stale of Alaska-DEC 

State of Alaska - Dept of Natl Resources 

State ofAlaska-DNR 

Slate of Alaska-TSAIA 

UCG Associates, Inc. 

Watterson Construction 

1 TOTAL ACCOUNTS PAYABLE 

AGLAD Postmark, LLC 

Exhibit A 

Nov 22, OB 

886.00 

. .0.00 

">'•' '. •'I'O.tJO' 

, •'; ' 0.00 

17i506.00 

0.00 

0.00 

0.00 

1,632.42 

87,919.19 

549,812.10 

12.921.25 

1,509.00 

14,781.00 

16,068.51 

5,247.00 

4,627.50 

5,471.75 

106,895.18 

57,000.00 

0.00 

71,310.00 

0.00 

11,935.00 

14,736.21 

0.00 

0.00 

0.00 

0.00 

40,020.88 

57,396.36 

0.00 

1,077,671.35 

Paid by RDM post signing 

* 

• 

. Part now in collection. See A/P file. 

. Deferred portion ($3,235) due within 30 days of 

ftnaricjng, or bears interest at 12%. 

2007 lax return being held COD. 

+ Property taxes two years in arrears. Interest 

accruing. Muni invoices sporadically, so amount not up 

to date. See A/P files (2007 & 2008). 

± Est. BIdg permit will not be completed until paid. 

Dewalering site. 

Has not billed for expenses In connection with work 

done on bond issue two years ago. 

Interest accruing. 

Pakj by RDM post signing. 

* 

(before payments noted above) 

Contractors have performed staff work (such as estimates, schedules, preliminary designs) in advance of anticipated 

field work. If RDM were to change contractors, it Is possible that invoices could be presented for work performed. 

Page 1 of 2 

^ ^ 

RDM V. TSAIA Exhibit B - Page 9 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement 

" 

Contlnaent Liabilities 

Pegaus building lease 

Cathay Pacific building lease 

Contlnaencles 

Kalitta building lease 

Kalilta ramp lease 

Contracts 4 Commitment s 

EEIS Consulting Engineers 

Enterprise Engineering, inc. 

Gary Peterson i Associates, Inc 

Great Northern Engineering 

Lantech 

Locher LLC 

Pruhs Construclion Co., LLC 

RBC Dain Rauscher 

Shannon i Wilson 

UCG 

Watterson Construction 

with AGLAD, Inc. 

AGLAD Postmark. LLC 

Exhibit A 

Notf22,0B 

36,000,00 maximum. Penalty clause for damages {if any) for 

not completing building by a date certain. 

28,500.00 maximum. Penalty clause for damages (if any) for 

p Vi, ^ - not completing building by a dale certain. 

\ Each lease Is cancelable if the other is cancelled. 

Design management and coardinalion. Site plans. 

Various pennits (such as disposal site). Utility 

coordination. Water & sewer designs for site, etc. 

Contract for Stage 1 ramp design (5113.000} and 

engineering support during construction (S9,500), 

'Artist reriderings and floor plans for building. 

. > His"architectural contract is with . (Watterson?) 

; ;/Elecfrfcal & mechanical design contractor for ramp. 

".'N o contract In file. Has done staff work. 

Cohlract (thru Locher) for surveying. 

Conlrad for permitting (Corps permit). Work complete. 

Contract for portion of site work. Date of comptetion in 

contract has past, but Pruhs could still claim contract 

is in force. Has done staff work. Wants all site work. 

Contract for investment services. Cancelable Fee 

owed only if bonds are Issued. Out-of-pocket expenses 

to be reimbursed. 

Contract (thru Locher) for geotech work. 

Contract for feasibility study. 

Have quote for design-build contract, with guaranteed 

maximum price, for Stage 1 building. No contract in file, 

Watterson has done staff work. 

Page 2 of 2 

RDM V. TSAIA Exhibit B - Page 10 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

Exhibit B 

Closing Certificate 

AGLAD represents and warrants to RDM; 

1. That tlie items contained on Schedule 1 to this Exhibit B constitute a full and 

complete accounting of the Company's Closing Date Liabilities, 

2. That the Company and AGLAD iiave responded fiilly and completely to each and 

every Due Diligence Information Request made by RDM. The information 

provided to RDM was complete and accurate as of the date of the Company's 

initial response and, except as set forth in Schedule 2 to tliis Exhibit, no additional 

information relating to any Due Diligence Information Request has subsequently 

been received or is being held by tlie Company or its Meirtbers, and no response 

to any Due Diligence Infontiafion Request is inaccurate or incomplete as of the 

Closing Date. 

3. The Wananties and Representations contained in Sections 6.1, 6.2 and 6.3 of the 

Agreement were true and cbrr^cj when made, and remain troe and correct in all 

material respect as of the Closing Date, 

Anchorage Global Logistics Airpark 

Development, Inc, 

By: 

Its: 

AGLAD Postmark, LLC 

By: 

Its: 

Option Agreement Page 9 of 12 

RDM V. TSAIA Exhibit B - Page 11 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

Exhibit C 

Due Diligence Materials 

All business records of the Company including forination documents, minutes of 

Company meetings, books of accoimts, accounts payable, accounts receivable, 

loan documents, periodic financial statements, tax returns, insurance records and 

the like. 

Any and all economic analyses, financial analyses or schedules or pro forma 

projections concerning the economic prospects of the project whether prepared by 

the Company, any consultants to the Company, tlie Ted Stevens Anchorage 

International Airport or any otlier source along with any other such materials 

available to the Company that form a part of its business records. 

All documents, requests for proposals, pending or approved contracts, engineering 

reports, surveys, enviromnental reports, permits, plans, specifications, bids and 

the like concerning the construction of hard stands, aprons parking lots, buildings, 

utilities and any other aspect of the construction to be performed at the site. 

Each and every document pertaining to the rental or leasing of hard stands or 

space at the project, whether inside or outside of any proposed building, 

including, but not limited to: 

a. The lease between Ted Stevens Anchorage International Airport and the 

Company wherein the Company leases a fee interest in the 40 acre parcel 

approximately described as Lot 2, Lot 3, Lot 4 and Lot 5 of the Company's 

Alaska Airpark Development - Site Plan, 

b. The 12-year lease between Kalitta Air and the Company for hard stand space; 

c. The 5-year lease between Evergreen International and the Company for hard 

stand space; 

d. The 12-year lease between Kalitta Air and the Company wherein Kalitta leases 

6,750 square feet of warehouse space in the proposed Company warehouse; 

e. The 10-year lease between Pegasus Aircraft Maintenance and the Company 

wherein Pegasus leases 7,500 square feet in tlie proposed Company warehouse; 

f The 5-year lease between Evergreen International and the Company wherein 

Evergreen leases 1,190 square feet in the proposed Company warehouse; 

g. The 5-year lease between Alaska Snow Removal and the Company wherein 

Alaska Snow Removal leases 5,720 square feet in the proposed Company 

warehouse; 

Option Agreeinenl Page 10 of 12 

RDM V. TSAIA Exhibit B - Page 12 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

h. The 5-year lease between Cathay Pacific and the Company wherein Cathay leases 

2,000 square feet in tlie proposed Company warehouse; 

i. The 12-year lease between Kalitta and the Company wherein Kalitta leases 750 

square feet of office space in the proposed Company warehouse; 

j . The 10-year lease between Pegasus Aircraft Maintenance and the Company 

wherein Pegasus leases 1,820 square feet of office space in the proposed 

Company warehouse; 

k. The 5-year lease between Evergreen International and the Company wherein 

Evergreen leases 300 square feet of office space in the proposed Company 

warehouse; 

1, The 10-year lease between Trailboss Mid the Company wherein Trailboss leases 

1,000 square feet of office space in the proposed Company Warehouse; 

m. The 5-year lease between Hot Wings ofAlaska and the Company wherein Hot 

Wings leases 1,480 square feet of office space in the proposed Company 

warehouse; 

n. The 5-year lease between Cathay Pacific and the Company wherein Catliay leases 

1,400 square feet of office space in tlie proposed Company warehouse; 

o. Any and all otlier pending, proposed or partially negotiated leases with any other 

potential tencmt for hard stand space, warehouse space or office space in the 

project. 

Option Agreement Page 11 ofl2 

RDM V. TSAIA Exhibit B - Page 13 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

v_y 

•*^»«5XM<^-«"»-'!.'*t»4-'S" ;.*t><'.t*/,?r'--'; :^^, ^.^'' ^^"'-yy,--' '.'"^n^^'C^^r^ 

•••wfS '* \ VS-.<. 

Option Agreement 

^ Exhibit p 

'*' ' '^Authorizing Miniites 

Ssji^^fe^t-f-ii' -

Page 12 of 12 

RDM V, TSAIA Exhibit B - Page 14 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

Anchorage Global Logistics Airpark Development Inc, 

Minutes of Board of Directors Meeting 

on November 16,2008 

Attendees 

Carol A. Myers — telephonically 

Lee R. Nunn — telephonically 

• Not in Attendance 

' '' James P. Fero 

Other Attendees 

The meeting was called to order by the Chairman, Mr, Nunn, at 1:55 am (on November 17). 

Qiiorum 

The Corporate Secretary, Ms. Myers, advised thattwo of three directors were in attendance, 

constituting a quorum. 

Notice 

Ms. Myeis advised that the urgency of the situation prevented giving proper notice oFlhe 

meeting and, as Mr, Fero is unreachable, the Corporation will have to seek a waiver ofnotice of 

llie meeting Ironi Mr, Fero. Mr. Nunn advised that the meeting is justified and we should 

proceed, subsequently explaining the situation to Mr, Fero. 

Nr:vv liu.siNES.s 

Resolution 2008-10: Option to Sell Ownership fntcrcst in AGLAD Postmark. LLC 

Ms. Myets advised that an offer had been received near the close of business on Friday tiom 

Debenham Properties, LLC for an option to purchase the Corporation's interest in AGLAD 

Postmark, LLC. She explained that, as previously advised, die land lease with the Ted Stevens 

Anchorage International Airport is in default and will be lost on November 19. 2008 if the rent 

iincarage is not paid and conditions of "financial security" are not met. The Corporation had 

been in negotiations previously with other Debenham entities under other proposed slrucUires, 

and the Corporation had tried to sell the assets of AGLAD Postmark, LLC to third parties 

svithoiil success. Debenham Properties, LLC believes that, given time, it can obtain other 

members and financing for AGLAD Postmark, LLC. Accordingly, it has proposed an option 

to purchase the Corporation's interest while it attempts to cure the default on the lease and liiid 

llnancing. The option expires on December 31, 2008, the date by which the land lease requires 

llnancing in place for construction of Stage One of the facility. 

RDM V. TSAIA Exhibit B - Page 15 of 16 
Reply to TSAIA Answer - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

'.;'ni|.'i.: 

Debenham Properties, LLC has offered to buy die Corporation's 67.72% interest in AGLAD 

Postmark. LLC for $400,000 if the option is exercised, payable $50,000 upon exercising the 

option, $150,000 a year later, and $200,000 another year later. 

Ms. Myers made a motion to adopt Resolution 2008-10. Mr. Nimn seconded. 

Ms. Myers asked for a vote on the rcsolulion.sRcsoIuHon 2008-10 passed. 

Ml-. Nunn appointed Ms. Myers to s^r^e|s acting President while he is traveliiigA discussion ensued regarding the due diligence process, and Mr. Nunn advised that his 

workpapers were in storage and that he would havejo segregate them. Until then, or instead 

of. he lecommended that Debenham Propertifs,;|.|:G obtain drawings and other documenls 

diiectly from EEIS Consulting Engineers andEnfeiprise Engineering. 

Further discussion ensued regarding debt payment priori ties for the Corporation if the option is 

exercised and funds become available. 

Adjournnicnt 

Mr. Nunn moved to adjourn the meeting. Ms. Myers seconded. Without objection, the 

meeting was adjourned at 2:13 am. 

The undersigned hereby certifies that she is the diily elected and qualified Secretary and the 

custodian of the books and records and seal of Aqchprage Global Logistics Airpark 

Development Inc., a corporation duly formed pursuant to the laws of the state ofAlaska. and that 

the foregoing is a true record of the meeting of the Board of Directors, and that said meeting was 

held on November 17,2008. 

IN WITNESS THEREOF, I have executed my name as Secretary and have hereunto affixed the 

corporate seal of the above-named Corporation on this the / / day of /Jiytt.ilit^ . 2008. 

Secretary 

Carol A, Myers 

RDM V. TSAIA Exhibit B - Page 16 of 16 
Reply to TSAIA Answer - Exhibit C 

EXHIBIT C 

October 24, 2008 Letter fro m Debenham Properties , LLC t o Jeanette Luckey: 

Page 1 

Debenham 

propertie s 

October 24, 2008 

Jeanette Luckey 

Assistant Properties Director 

Ted Stevens Anchorage International Airport 

PO Box 190629 

Anchorage, AK 99519 

RE: Questions for October 28"* Meeting 

Jeanette, 

Thanks again for arranging for Debenham to meet with you and your associates next 

Tuesday at 3:30pm, As I said on the phone, the purpose of this meeting Is for 

Debenham to gather additional Information pertinent to the Airport which will allow 

us to make an educated decision on whether we should buy AGLAD Postmark, LLC's 

assets (the Airport ground lease) or whether we should let the lease lapse and 

pursue a whole .new ground lease with the Airport or whether we should Just walk 

away from the project altogether. 

The preferred alternative is to buy Postmark's assets because this preserves the 

money we have already put Into the project ($1.2M) and saves Debenham time and 

money going forward. 

However, as I said on the phone, we have a few questions for the Airport that we 

would like to discuss. Below are the questions and a brtef comment about them: 

1. What can the Airport do about the current Postmark deadlines? 

If Debenham purchases this project, It Is Inheriting a failed project that is literally in 

shambles and we will be basically starting from scratch. Debenham needs time to 

market the project, sign and/or reconfirm tenant leases, secure financing (see 

question below), and get construction contracts negotiated. 

2. Can the Airport help in anyway with securing financing for this project or 

provide financing for the project? 

Due to the current financial struggles, many banks will not finance commercial 

projects and those banks that are willing (like Wells Fargo) are requiring very 

stringent terms with a ton of money down. Debenham has made significant progress 

with Wells Fargo, but would the Airport be able to help out in any way? 

3. If Debenham Is unable to secure financing, through no fault of their own, due 

to financial Institutions like banks being unwilling to loan money durtng these 

economic difficult times, will Debenham still be expected to meet Airport 

deadlines? 

1 

Debenham Properties, LLC 

2932 C Street, Suite C 

Anchorage, AK 99503 

907.562.9330 

A real estate development company. 907!562'933i fax 

RDM V. TSAIA Exhibit A - Page 1 of 4 
Reply to TSAIA Answer - Exhibit C 

October 24, 2008 Letter fro m Debenham Properties , LLC t o Jeanette Luci<ey: 

Page 2 

Debenham 

propertie s 

Alan Greenspan recently said that the US economy is seeing a financial tsunami that 

happens once a century. We are concerned that we are going to do a lot of work 

and spend a lot of money only to see our lease lapse during these difficult economic 

times because of an inability to secure financing before an Airport deadline, even 

though Debenham has a great project, has many signed leases, and is a financially 

strong company. 

4, Can Debenham get assurances that the [Material Use Permit that expires in 

November will be renewed with the same terms? 

Due to the large amounts of peat on the site, the ability to secure unclassified fill at 

the airport Is critical to the success of the project. 

5, Would the Airport be willing to buy back after construction from Debenham 

the Taxiway P Extension and Taxiway November? 

From our discussions with the bank, the hardstands are going to be the hardest to 

finance. This Is because the hardstands are more difficult than the building to pencil 

out. Having the Airport buy back the taxilanes would greatly enhance the feasibility 

of the ramp and hence make it much easier to finance. 

Well, that Is all of the questions that I can come up with right now, I again sincerely 

appreciate you taking the time to meet with us. I look forward to our meeting. 

Shaun Debenham 

Debenham Properties, LLC 

Vice President of Acquisitions and Development 

2960 C Street, Suite 202 

Anchorage, AK 99515 

W: (907) 562-9330 

C; (907) 440-8776 

E; ?haundebenham(aalaska.net 

A real estate development company. 

Debenham Properties, LLC 

2932 C Street, Suite C 

Anchorage, AK 99503 

907.562.9330 

907.562.9331 fax 

RDM V. TSAIA Exhibit A - Page 2 of 4 
Reply to TSAIA Answer - Exhibit C 

November 25, 2008 Letter fro m Debenham Properties , LLC t o Jeanette 

Luclcey: Page 1 

Debenham 

propertie s 

November 25, 2008 

Jeanette Luckey 

Assistant Properties Director 

Ted Stevens Anchorage International Airport 

PO Box 190529 

Anchorage, AK 99519 

RE: Request for Extension 

Jeanette, 

The purpose of this letter is to provide the rationale for the three month extension 

(March 31 , 2009) of the December 31 , 2008 Airport deadline for "proof of financing" 

requested by AGLAD Postmark, LLC (see attached letter). The rationale for the 

extension is as follows: 

1, New Partners: As you know, Debenham recently secured from AGLAD, Inc. 

an option to purchase all of AGLAD's ownership interest in the project. 

Additionally, Neeser Construction Inc, (Jerry Neeser) and United Companies, 

Inc, (David Cottrell) have agreed to partner with Debenham to develop the 

project, Debenham, Neeser, and United need some time to transition from 

AGLAD management to management by our group, Lee Nunn has literally left 

the country and it will take a little time get things back on track. 

2, Bank Financing: Due to the poor economic conditions that presently exist, 

banks are very careful in lending money and have new stringent criteria for 

lending. The Debenham, Neeser, United partnership needs time to get the 

financing through the bank. It is anticipated that required "proof of financing" 

will be secured by March 31 , 2009, 

3, Construction Start: With financing in place, construction will start in early 

Spring 2009. 

RDM respectfully requests that the lease be extended three months with no 

additional contingencies. Due to the short period of time until the deadline (March 

3 1 , 2009) and the current economic climate (dismal), any additional contingencies 

will only make RDM's job of starting construction that much harder. Again, because 

the extension is only three months please allow RDM to operate under the current 

conditions of the lease. 

Lastly, sent previously are two documents. The first Is the signed agreement 

between RDM, LLC (Debenham) and AGUkD, Inc. The second is a site plan of the 

development that illustrates where the ConocoPhillips hangar is proposed to be 

located. 

If you have any questions about this request please let me know, I appreciate the 

Airports consideration in this matter. 

1 

A real estate development company. 

Debenham Properties, LLC 

2932 C Street. Suite C 

Anchorage. AK 99503 

907.562.9330 

907.562.9331 fax 

RDM V. TSAIA Exhibit A - Page 3 of 4 
Reply to TSAIA Answer - Exhibit C 

November 25, 2008 Letter fro m Debenham Properties , LLC t o Jeanette 

Luckey: Page 2 

Debenham 

propertie s 

Sincerely, 

^ ML ^ 

Shaun Debenham 

Member, Debenham Properties, LLC 

Managing Member of RDM, LLC 

2960 C Street, Suite 202 

Anchorage, AK 99515 

W: (907) 562-9330 

C: (907) 440-8776 

E: shaundebenhami'fflalaska.net 

A real estate development company. 

Debenham Properties, LLC 

2932 C Street, Suite C 

Anchorage. AK 99503 

907.562.9330 

907.562.9331 fax 

RDM V. TSAIA Exhibit A - Page 4 of 4