Certificate of Service 

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

on the following persons at the following addresses by Certified Mail: 

Office of the Chief Counsel 

Attention: FAA Part 16 Airport Proceedings Docket, 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 Anchorage International Airport 

PO Box 196960 

Anchorage, AK 99519-6960 

P: (907) 269-0724 

E: Christine.klein@)alaska.gov 

rtll Dated this 16^ day of December, 2009. 

iaun 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@alaska.net 
ANSWER to MOTION TO DISMISS 

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 

ANSWE R t o MOTIO N TO DISMIS S 

RDM, LLC v. Ted Stevens Anchorage International Airport 

ANSWER 

RDM, LLC (RDM) asks that the Director deny the MOTION TO DISMISS filed by the 

State of Alaska, Department of Transportation and Public Facilities, Ted Stevens 

Anchorage International Airport (TSAIA). 

The State of Alaska, Department of Transportation and Public Facilities, Ted Stevens 

Anchorage International Airport (TSAIA) uses as its justification for dismissal the 

following two reasons: 

1) "RDM, LLC, has not shown, and cannot show, that it was "directly and 

substantially affected" by any action alleged or actually done by ANC, as is required 

for standing under 14 C.F.R. §16.23; and 

2) At root, the complaint challenges contract terms agreed to by the 

company in which RDM was a minority investor, which terms are not a proper 

subject for review under Part 16." 

TSAIA is wrong on both accounts. It would appear that there is a misinterpretation 

by TSAIA of the Airport and Airway Improvement Act of 1982, as amended, 49 

U.S.C. §47101, et seq and the accompanying Title 49 United States Code §47107 (a) 

General Written Assurance. Which misinterpretation has put TSAIA in the situation 

in which it now finds itself. 

Below are explanations why the FAA Director should deny TSAIA's MOTION TO 

DISMISS. 

Section 1. Proof that RDM was "directly and substantially 

affected" 

RDM documented ad nauseam 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. 

RDM V. TSAIA - Page 1 of 8 
ANSWER to MOTION TO DISMISS 

Review of Major Points: 

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, etseq. 

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

Written Assurances. 

3. AGU\D Postmark, LLC (AGLAD) signed a lease with TSAIA on November 18, 

2005. 

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

Dated October 27, 2009.) 

5. 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) 

6. RDM contributed approximately $1.3M to the AGLAD development. 

7. 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. 

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. 

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

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

by: 

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. 

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 

RDM V. TSAIA - Page 2 of 8 
ANSWER to MOTION TO DISMISS 

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

p. 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. 

q. Transferring AGLAD's wetlands permi t to TSAIA without compensation. 

9. 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. 

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

TSAIA's violations, and hence has been "directly and substantially affected". 

1 1. 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)." 

12. 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 

RDM V. TSAIA - Page 3 of 8 
ANSWER to MOTION TO DISMISS 

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. 

Section 2. Contract terms are not a proper subject for review 

under Part 16. 

As documented in RDM's complaint, 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. 

Below is an explanation of why contract terms are a proper subject for review under 

Part 16: 

1. 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. 

2. 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 all tenants, regardless of who the 

tenant is, how impressive their balance sheet is, or how many flights they might 

bring to Anchorage, Alaska. 

3. 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 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).] 

4. Additionally, TSAIA must comply with General Written Assurance 23, "Exclusive 

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

RDM V. TSAIA - Page 4 of 8 
ANSWER to MOTION TO DISMISS 

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." 

5. 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. 

6. 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 AGI_AD 

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. 

7. 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 

RDM V. TSAIA - Page 5 of 8 
ANSWER to MOTION TO DISMISS 

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 

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. 

8. 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." 

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. 

9. Finally, TSAIA makes the assertion that all of RDM's claims to biased treatment 

by TSAIA occurred only during the initial lease signing in 2005 and that once 

RDM V. TSAIA - Page 6 of 8 
ANSWER to MOTION TO DISMISS 

AGLAD signed its lease no additional bias existed. This is not true. In RDM's 

complaint on pages 9-20, RDM lists twelve instances where TSAIA gave more 

favorable treatment to CargoPort, UPS and/or FedEx. However, several of these 

(numbers 2, 3, 7, 8, and 10) occurred both during the initial lease signing and 

after or they occurred only after the initial lease signing. 

a. Bias # 2 & #3: Unmet Lease Obligations 

On October 28, 2008 and again on November 19, 2008, RDM met with TSAIA to 

request an extension of their lease deadline for proof of financing. On November 

25, 2008, AGLAD sent an official letter to TSAIA again requesting an extension. 

As documented in RDM's complaint on page 9 & 10 and in Exhibit D, TSAIA 

routinely ignored or extended lease obligations for CargoPort. In particular, 

CargoPort received a one year extension in 1998 when the global markets were 

in recession. AGLAD's request to TSAIA for a like extension in a far worse 

recession, was given a flat denial. 

This is an example of a violation of grant assurances by TSAIA that occurred well 

after the initial lease signing. 

b. Bias #7 : TSAIA Ownershi p Assistance 

On October 28, 2008, RDM met with TSAIA to request assistance with financing. 

At that time RDM specifically asked if TSAIA could help with financing by owning 

the AGLAD development. RDM was told that this was not possible because TSAIA 

does not participate in that manner. However, that is not true. As documented 

on pages 13 & 14 of RDM's complaint and in Exhibit I, TSAIA signed a lease with 

CargoPort in which TSAIA owned the development and leased it back to 

CargoPort. This allowed CargoPort to secure financing for their development. 

This is an example of a grant assurance violation by TSAIA that occurred well 

after the initial lease signing. 

c. Bias #8: First Right of Refusal (FROR) 

On October of 2005, TSAIA sent AGLAD a letter denying the use of a FROR. 

However, FROR's were granted to UPS and FedEx. FROR's are critical tools. It 

would have allowed AGLAD to initially lease (or later reduce) a much smaller 

amount of land (and hence develop a much smaller amount of land) and then 

exercise the FROR's as market demand drove development. This is exactly how 

both UPS and FedEx were able to development their properties. 

This is yet another example of a grant assurance violation by TSAIA that occurred 

well after the initial lease signing. 

d. Bias #10: TSAIA Improvement s 

On October 28, 2008, RDM met with TSAIA to request assistance with financing 

and an extension of the AGLAD financing deadline. In an effort to get 

construction costs down, during this meeting RDM requested that TSAIA pay for 

construction of the AGl_AD taxiways and to make these "public" taxiways. 

However, RDM was informed by TSAIA that this was not possible. At that time 

RDM did not know that TSAIA had not only paid for the taxiways of the FedEx 

and UPS developments but that TSAIA had also paid for significant site 

improvements for these developments. 

This is another example of a grant assurance violation by TSAIA that occurred 

well after the initial lease signing. 

Conclusion 

RDM V. TSAIA - Page 7 of 8 
ANSWER to MOTION TO DISMISS 

TSAIA'S MOTION TO DISMISS should be denied. RDM has shown that it was "directly 

and substantially affected" by TSAIA's grant assurance violations and thus has 

standing. 

Additionally, RDM has shown that 1) TSAIA's biased treatment, unwittingly agreed to 

by AGLAD at the time of signing the initial lease, does not excuse TSAIA's 

responsibility from complying with General Written Assurances, and 2) several of 

TSAIA's biased treatments occurred after the signing of the initial lease. 

Accordingly, the MOTION TO DISMISS should be denied. 

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(gialaska.net 

RDM V. TSAIA - Page 8 of 8 
Answer 

,oMo«ontoD-.s.iss-Exh.b>tA 

.mark, LLC Operatm^i S 

voting interest 

;,ppr.cabie supporting ^--^^^^^^ ^ T.le ^ 

AGLAD Pos' 

RDM^' 

.TSAIA Exhibit A-page 
Answer to Motion to Dismiss - Exhibit A 

Applicable Supporting Document s for proof of RDM 51 % voting interest 

AGLAD Postmark, LLC Operating Agreement: Page 3 

This paragraph 

shows that RDM 

had a 51% interest 

in AGLAD 

Postmark, LLC 

for voting 

"Member" means each person or entity who executes a counterpart of this Agreement as 

a Member and each person or entity who may hereafter 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 puiposes of calculating the fair market value of a Member's Percentage 

Interest in the Company, will consist of tlie appraised value of tlie Project determined in llie 

appraisal conducted under the provisions of Section 8.4 reduced by outstanding liabilities of Uie 

Company. -

"Percentage Interest" means each Member's percentage interest in the Company as set 

forth on tlie attached Schedule 1, as adjusted iiom lime to time in accordance with tliis 

Agreement, including but not limited to under Section 9.3. 

"Preferred Rehim" means, with respect to a Member, the return of an amount equaJ to 

tlie Member's capital contributions, plus a cumulative return of 12% per aimum, compounded 

quarterly, on such Member's capital contributions from time to time during the period to which 

the Preferred Return relates, commencing as of the first date the Member makes a capital 

contribution to the Compaiiy. 

'^Project" has the meaning set forth in Section 1.3. 

"RDM" means RDM, LLC. 

."Regulation" includes temporary and fmal Treasury regulations promulgated under the 

Code and the 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 mid addresses of the 

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, tiie "Obligations"); (a) .Airport 

Stock, LLC has received $875,000 m distributions from tlie Company, (b) RDM has received 

distributions from the Company equal to all of RDM's Prefen-ed 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 admitted only upon the 

consent of all Members. 

3.3 Contributions. Each Member shall contribute as his, her or its initial capital 

contribution to the Company tlie cash and/or property described on attached Schedule 1, as 

ANC 79697v5 30338-3 «1!!9-1 3 

RDM V. TSAIA Exhibit A - Page 2 of 2 
Answer to Motion to Dismiss - Exhibit 8 

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 tlic 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 membersliip 

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 tlie Company on the teuns and conditions set fortli in 

this Agreement; 

NOW THEREFORE, in consideration of the premises, mutual covenants and 

commitments set forth below, and other good and valuable consideration, the receipt and 

adequacy of which are hereby acknowledged, tlie parties agree as follows: 

I. GRANT OF OPTION 

1.1 Subject lb the tenns and conditions set forth in 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 iii Section 11 (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 

ll^Jate of execution of this Agreement and expiring on December 31, 2008 ("Option Period") 

^^o 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 efTort 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"fmancial 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 fuLftll such requirements of tlie Aiipori, RDM is under no 

obligation to continue making ground lease payments. 

II. 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 ofl2 

RDM V. TSAIA Exhibit B - Page 1 of 16 
Answer to Motion to Dismiss - Exhibit B 

RDM, LLC Option Agreement with AGl-AD, 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 Dale that arc 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 tliat 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) tlie term 

"Undisclosed Liabilities" shall mean all other unpaid Company liabilities, includuig, wiUiout 

limitation, contract obligalioiis, trade accomifs or other payables, payments due on outstanding 

judgments or orders, taxes, interest, penalties or other legal liabilities or regulatory payments. 

m. CLOSING 

3.1 Upon delivery of the Option >folice, 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 Closuig of the 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 thai, 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 Closuig, the AGLAD shall:. ; 

a. transfer all of AGLAD's Member Interest to RDM free and clear of all 

liens, encumbrances, and restrictions whatsoever; 

deliver an absolute assignment AGLAD's Member Interest to RDM; 

execute and deliver to RDM a Closiiig Certificate in substantially the form 

set forth in Exliibit B; 

surrender all rights imder the 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 arrangements 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 hereunder; and 

b. 

c. 

d. 

Option Agreemenl Page 2 of 12 

RDM V. TSAIA Exhibit B - Page 2 of 16 
Answer to Motion to Dismiss - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

g. provided that if Closing takes place prior to the retiu-n of Mr. Nunn to 

Anchorage, all documents described above which are in Mr. Nmin's 

possession shall be delivered to RDM witliin five working days of Mr. 

Nuim's return. 

3.4 Subject to AGLAD's material compliance with its obligations under Section 3.3 

and other obligations contained in this Agreement, RDM shall, at Closing, pay to AGLAD in 

cash or by wire transfer an amount equal to $50,000. Tlie $350,000 balance of the Purchase 

Price (the "Holdback Amount") shall be payable to AGLADlo the extent provided below, in 

cash or by wire transfer, as follows; 

(a) $150,000 on a dale that is 12 months after tlie Closing Dale, less (i) any material 

Undisclosed Liabilities and (ii) any damage to RDM or the Company arising from die breach of 

any covenant, representation or warranty contained in this Agreement or in the Closing 

Certificate; 

(b) $200,000 on a date thai is 24 monllis after llie 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 executioii of this Agreement, AGLAD and the Company 

shall produce to RDM all of the documents and information described in Exhibit C attached 

hereto which have not already been provided to RDM, and shall promptly produce to RDM such 

additional information eis 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. Nutm's possession shall be 

delivered to RDM within five working days of Mr. Ntmn's return. In addition to the foregoing, 

AGLAD and the Company shall reasonably cooperate with RDM in any otiier requests made in 

comiection vwth its due diligence efforts, including without limitation, providuig access to the 

physical premises and to the records owned or controlled by the Company or its Members. The 

Company hereby gives RDM permission to talk to its outside consultants, professional advisors 

and potential investors about the Due Diligence Information provided fay the Company. RDM 

shall be exclusively responsible for any additional fees incurred by consulting such consultants, 

advisers and investors. 

V. ADDITIONAL COVENANTS 

5.1 Durmg the Option Period: 

a. the Company shall not create or issue to any lliird party any new 

membership interest; 

Option Agreement Page 3 of 12 

RDM V. TSAIA Exhibit B - Page 3 of 16 
Answer to Motion to Dismiss - 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 foregouig, die 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. neitlier the Compaiiy 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. tlie Members and the Company will promptly advise RDM of any matter 

relating to the assets and affairs of the Company that occur outside of tiie ordinary course 

of its business. 

VI. WARRANTIES AND REPRESENTATION 

6.1 AGLAD represents and wan-ants to RDM tliat 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, equity, third 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 membership interests m the 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 liabiUties, contract 

obligations, trade accounts or other payables, payments due on outstanding judgments or orders, 

taxes, interest, penalties or other legal UabUities or regulatory payments. 

6.3 AGLAD and the Company each represent and wan-ant 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 m a board meetmg 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.^bit D hereto is a true and conect copy of such minutes. Carol Myers ftulher represents and 

warrants Uiat, 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; siich action. This Agreement has been duly executed and 

delivered, and constitutes legal, valid and binding obligations of AGLAD and the Company, 

enforceable, as applicable, against AGLAD and/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 doctunents. No exercise of any of the tenns of this Agreement, or any right 

thereunder, will render either this Agreement or the Option unenforceable. 

Option Agreement Page 4 of 12 

RDM V. TSAIA Exhibit B - Page 4 of 16 
Answer to Motion to Dismiss - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

6^4 RDM represents and warrants that it has the unrestricted right, power and 

autlion'ty to execute and deliver tliis Agreement and lo perfomi each of tiie obligations, 

hereunder, and further that neither the execution of, nor compliance with this Agreement will 

conflict witli 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 at the address set forth on the signature page of this 

Agreement or to such other address as a party 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 lo have been delivered, if 

by personal service or by courier, when delivered, and if by mail, 5 days after deposit m tiie 

United States mail, postage prepaid. 

Vin. GENERAL 

8.1 This agreement may be executed in any number of counterparts, which taken 

togeilier shall constitute one agreement. 

8.2 Except as provided m Section 5.1 (b), above, this Agreement may not be assigned 

m whole or in part, but is bindmg upon and shall operate for the benefit of tiie parties' personal 

representatives and oilier successors and permitted assigns. NotwiUistanding 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 documents referred to in this 

agreement) the entue agreement between the parties in relation to such matters, and no variation 

shall be effective tmless 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 

pai-ties shall execute and do all such further deeds, documents and things as any party may 

reasonably require by notice in writing to any otiier party to carry the provisions of this 

Agreement into full force and effect and (so far as they arc able) shall do everyUiing necessary 

(including without limitation exercising their powers as members and as directors of the 

Company) to give effect to tiie spirit and intent of this agreement. 

8.6 111 addition to any otiier remedy available at law or in equity, in tlie event of a 

breach of tliis Agreement by any Member or tiie Company, one or both of the otiier parties shall 

be entitied to sue for specific performance of the obligations hereiuider. 

Option Agreemenl Page 5 of 12 

RDM V. TSAIA Exhibit B - Page 5 of 16 
Ansvef 

toWotion 

to Dismiss 

_ExV^ibitB 

;;SSSS5^ 

- ^ 

, « BaoVtoftbcpeoticstotbtsA^ , ^ accordance-thA^-^^ 

^ V.-C \Ereein«"'^' ^i,„andcoiistr»i^°'^..-sVacourts. 

:el^ing^o*^^^^'^ Msbalibc60ven.ed^g^,UonoftbeMasVa 

-..n.r>aP.SSofvVucVv«^ V" 

•RI)M,LL^ 

"f^e^eAgy^ 

Its.,-

AddressV^ApJv_y 

Option Agree' itoent 

?age 6ona 

RD^A' 

-fSW^E^'^•'^''^ B . page' ,on6 
Answer to Motion to Dismiss - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

ANCHORAGE GLOBAL LOGISTICS 

AIRPARK DEVELOPMENT, INC. 

.^y ^ 

By: 

Its: 

Address: 

/Ja. re / -^ /'lye r j 

s e c rclji^ y / -/WtLS '^•^i-jrPO Ao* U'/IS-S3. 

/fa^/t^^d-, y^/ajjlA J9i,'y.^ 

AGLAD POSTMARK, LLC 

-i^^^A^.. ^ 

-r 

Its; y /tyliUi.A^gt4-

Address: /^aAa^ ji'/zs^s 

/^^yi-Ui^ ^ 

Carol Myers individually, as to Section 6.3 

Option Agreement Page 7 of 12 

RDM V. TSAIA Exhibit B - Page 7 of 16 
Answer to Motion to Dismiss - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

'—• • 

Accounts Pavable 

AGLAD Inc - ProJ Mngr 

AGLAD Inc. 

Air Cargo Management Group 

Alaska Communications Systems 

Alaska Department of Natural Resources 

Alaska Land Clearing Contractors LLC 

Alaska USA Insurance Brokers 

Amarican Express 

Arctic Office Products 

Bank of America 

Carol A. Myers 

Davis Wright Tremalne LLP 

EEIS Consulting Engineers, Inc. 

Enterprise Engineering, Inc. 

Gary Peterson S Associates, (nc 

Great Northern Engineering 

' Lantech, Inc. 

Lee R. Nunn 

"—'' Locher LLC 

Mlkunda, Cottrell & Co. 

Municipality of Anchorage 

Municipality of Anchorage - Pemilts 

Premium Financing Specialists, Inc. 

Pruhs Construction Company, LLC 

Shannon & Wilson, Inc. 

State of Alaska 

State of Alaska-DEC 

SUte of Alaska - DNR 

State of Alaska-TSAIA 

UCQ Associates, Inc. 

Willis of Alaska, Inc, 

TOTAL ACCOUNTS PAYABLE 

ContlnaentLlablllUcs 

Pegasus building lease 

Cathay Pacific building lease 

Risks 

Kalitta building lease 

1 ^_.-' Kalitta ramp lease 

Option Agreement 

Exhibit A 

Nov 14, OB 

0.00 

. 888.00 

0.00 

0,00 

0.00 

p.oo 

. 0.00 . 

0.00 

0.00 

0.00 . 

1,610.92 

81,143.34 

549,812.10 

12,921,25 

1,509.00 .. 

14.781.00 

16.068.51 ' . 

• 5,247.00 

,4,627.5 0 

• 5,448.72 

108,895.18 • 

, -57,000.00 

" ' - 0.00 

71,310.00 

14.205.55 

.0.00 

0,00 

0,00 

39,800.78 

57,396.36 

O.OO 

1,040,665.21 

36,000.00 maximum 

28,500.00 maximum 

each cancelable if the other Is 

cancelled 

each cancelable If the oiher is 

cancelled 

^ 

Page 8 of 12 

RDM V. TSAIA Exhibit 8 - Page 8 of 16 
Answer to Motion to Dismiss - Exhibit B 

RD|V|, LLC Option Agreement with AGLAD, Inc. 

y 

Accounts Pavable 

AGLAD Inc. 

Air Cargo \ABn&qsTXKiT\\ Group 

Alaska Communications Systems 

Alaska Land Clearing Contractors LLC 

Alaska USA Insurance Brokers 

American Express 

Arctic Office Products 

Bank of America 

Carol A. Myers 

Davis Wright Tremaine LLP 

EEIS Consulting Engineers, Inc. 

Enterprise Engineering, Inc. 

Gary Peterson & Associates, Inc 

Great Northern Engineering 

Lantech, Inc. 

Lee R, Nunn 

Locher a c 

v^_,. Mikunda, Cottrell & Co. 

ti/lunicipalily of Anchorage 

Municipality of Anchorage - Permits 

Premium Financing Specialists, Inc. 

Pruhs Construction Company, LLC 

RBC Dain Rauscher 

RDM 

Shannon & Wilson, inc. 

State of Alaska 

State of Alaska - DEC . 

State of Alaska - Dept of Natl Resources 

State of Alaska-DNR 

State of Alaska-TSAIA 

UCCJ Associates, Inc. 

Watterson Construction 

TOTAL ACCOUNTS PAYABLE 

Contractors have performed staff work (such 

AGLAD Postmark, LLC 

Exhibit A 

Nov 22, 08 

888.00 

0.00 

0.00 

0 00 

17,500.00 Paid by RDM post signing 

0,00 

o.po. 

0.00 

1,532.42 ; 

87,919,19 

549,812,10 

12,921,25 * 

1,509.00 " 

14,781.00 * 

16,068.51 Part now in collection. See A/P file. 

5,247.00 

4,627.50 Defened portion ($3,235) due within 30 days of 

finandng, or bears interest at 12%. 

5,471.75 2007 tax return being held COD. 

106,895.18 + Property taxes hvD years in arrears Interest 

accming. Muni invoices sporadically, so amount not up 

to date. See A/P files (2007 & 2008). 

57,000.00 ± Est. BIdg pemill will not be completed until paid 

• 0.00 

71,310.00 * Dewalering site 

0.00 Has not billed for expenses in connection with work 

done on bond issue hwo years ago. 

11,935.00 

14,736.21 Interest acauirig. 

0.00 

0.00 

0.00 

0.00 

40,020.88 Paid by RDM post signing. 

57,396.36 

.0.00 * 

1,077,671.35 (before paynients noted above) 

as estimates, schedules, preliminary designs) in advance of anticipated 

' 

field wort, (f RDM were lo change contractors, it is possible that invoices couid be presented for worh performed. 

Page 1 of 2 i • ^ 

RDM V. TSAIA Exhibit B - Page 9 of 16 
Answer to Motion to Dismiss - Exhibit B 

RDI^, LLC Option Agreement with AGLAD, Inc. 

' 

Contlnqem Liabilities 

Pegaus building lease 

Cathay Pacific building lease 

Contlhaencies 

Kalitta building lease 

. , Kalitla.ramp lease , . 

Contracts & Commitments 

EEIS Consulting Engineers 

Enterprise Engineering, (nc. 

Gary Peterson 4 Associates, Inc 

Great Northern Engineering 

Lantech 

Locher LLC 

Pruhs Construction Co., LLC 

RBC Dain Rauscher 

Shannon & Wilson 

UCG 

Watterson Construction 

AGLAD Postmark, LLC 

Exhibit A 

Nov 22, 08 

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 

not completirrg building by a date certain. 

Each lease Is cancelable if the other is cancelled. 

Design management and coordination. Site plans. 

Various pemiits {such as disposal site). Utility 

coordination. Water & sewet designs for site. etc. 

Contract for Stage 1 ramp design (5113.000) and 

engineering support during construction (S9.500). 

-Artist renderings and floor plans for building. 

.Hi s architeclurai conlrad is with . (Watterson?) 

., Electrical & mechanical design contractor for ramp. 

No contract In file. Has done staff work. 

Contract (thru Locher) for sunreying. 

Contract forpermilting (Corps permit). Work complete. 

Contractforportionof site work. Dale of completion 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 

hnaximum 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 
Answer to Motion to Dismiss - Exhibit B 

RDIM, LLC Option Agreement with AGLAD, Inc. 

Exhibit B 

Closing Certificate 

AGLAD represents and warrants to RDM: 

1. That the 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 have responded fully and completely to each and 

every Due Diligence Information Request made by RDM. The information 

provided to RDM was complete and accurate as of tlie date of the Company's 

initial response and, except as set forth in Schedule 2 to this Exhibit, no additional 

information relating to any Due Diligence Information Request has subsequently 

been received or is being held by the Company or its Members, and no response 

to any Due Diligence Information Request is inaccurate or incomplete as of the 

Closing Date. 

3. The Warranties and Representations contained in Sections 6.1, 6.2 and 6.3 of tlie 

Agreement were true and correct when made, and remain true 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 
Answer to Motion to Dismiss - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

-

-

Exhibit C 

Due Dilicence Materials 

1. All business records of the Company including formation documents, minutes of 

Company meetings, books of accoimts, accounts payable, accounts receivable, 

loan documents, periodic financial statements, tax rehims, insurance records and 

the like. 

2. Any and all economic analyses, financial analyses or schedules or pro fomia 

projections concerning the economic prospects of the project whether prepared by 

the Company, any consultants to the Company, tlie Ted Stevens Anchorage 

Ifiternational Airport or ariy oUier source along with any pUier such materials 

available to tlie Company that form a part of its business records. 

3. All documents, requests for proposals, pending or approved contracts, engineering 

reports, surveys, environmeiital 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. 

4. 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, biit not limited to: 

a. The lease between Ted Stevens Anchorage International Airport and the 

Company whereiit 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 wherem 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 the 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 Agreement Page 10 of) 2 

•t 

RDM V. TSAIA Exhibit B - Page 12 of 16 
Answer to Motion to Dismiss - Exhibit B 

RDI^, 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 the proposed Company warehouse; 

i. The 12-year lease between Kalitta and tlie 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 Uie Company wherein 

Evergreen leases 300 square feet of office space in the proposed Company 

warehouse; 

1. The 10-year lease between Trailboss and 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 pf Alaska and the Company wherein Hot 

Wings leases 1,480 square feet of ofSce space in the proposed Company 

warehouse; 

n. The 5-year lease between Cathay Pacific and the Company wherein Cathay leases 

1,400 squai'e feet of office space in the proposed Company warehouse; 

0. Any and all oUier pending, proposed or partially negotiated leases with any other 

potential tenant for hard stand space, warehouse space or office space in the 

project. 

Option Agreement Page 11 of 12 

RDM V. TSAIA Exhibit B - Page 13 of 16 
Answer to Motion to Dismiss - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

Anchorage Global Logistics Airpark Development bac. 

Minutes of Board of Directors Meeting 

on November 16,2008 

Attendees 

Carol A. Myers — telcphonically 

Lee R. Nunn ~ telcphonically 

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). 

Quorum 

The Corporate Secretary, Ms. Myers, advised tliat two of three directors were in attendance, 

constituting a quorum. 

Notice 

Ms. Myers advised that tlie urgency of the situation prevented giving proper notice of the 

meeting and, as Mr. Fero is unreachable, the Coiporation will have to seek a M'oivcr of notice of 

the meeting from Mr. Fero. Mr. Nunn advised that the meeting is justified and we should 

proceed, subsequently explaining the situation to Mr. Fero. 

NEW BUSINESS 

Resolution 2Q08-10: Ontion to Sell Owncrshiti Interest in AGLAD Postmark. LLC 

Ms. Myers advi.sed tliat an offer had been received near the close of business on Friday from 

Debenham Properties, LLC for an option to purchase the Corporation's interest in AGLAD 

Postmark, LLC. She explained that, as previously advised, llie land lease with the Ted Stevens 

Anchorage Liternalional Airpoit is in default and will be losi on November 19.2008 if the rent 

arrearage is not paid and conditions of "fmancial security" are not met. The Coiporation had 

been in negotiations previously witli other Debenham entities under other proposed stnictures, 

and the Corporation had tried to selltlie assets of AGLAD Postmark, LLC to third parties 

without success. Debenham Properties, LLC believes that, given time, it can obtain other 

iiieinbers and financing for AGLAD Postmark, LLC. Accordingly, it has proposed an option 

to purchase the Corporation's interest wliile it attempts to cure the default on tlie lease and find 

financing. The option expires on December 31,2008, tlie date by which the land lease requires 

financing in place for construction of Stage One of tlie facility. 

RDM V. TSAIA Exhibit B - Page 15 of 16 
Answer to Motion to Dismiss - Exhibit B 

RDM, LLC Option Agreement with AGLAD, Inc. 

Debeiiliaiii Properties, LLC has offered to buy the Corporation's 67.72% interisst in AGLAD 

Postmark, LLC for $400,000 if tlie option is exercised, payable J50,000 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. Nunn seconded. 

Ms. Myers asked for a vote on the resolution. Resolution 2008-10 passed. 

Mr. Nunn appointed Ms. Myers lo serve as acting President while he is traveling. 

A discussion ensued regarding llie due diligence process, and Mr. Nunn advised that his 

workpapers were in storage and that he would have to segregate them. Until then, or instead 

of, he recommended that Debenham Properties, LLC obtain drawings and other documents 

directly from EEIS Consulting Engineers and Enterprise Engineering. 

Further discussion ensued regarding debt payment priorities for Uie Coiporation if the option is 

exercised and funds become available. 

Adjournment 

.Mr. Nunn moved to adjourn the meeting. Ms. Myers seconded. Witliout objection, the 

meeting was adjourned at 2:13 am. 

The undersigned hereby certifies Uiat she is tlie duly elected and qualified Secretary and the 

custodian of the books and records and seal of Anchorage Global Logistics Airpark 

Development Inc., a corporation duly formed pursuant to the laws of tlie state of Alaska, and that 

the foregoing is atrue record of the meeting of tlie 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 tlie 

coqiorate seal of the above-named Corporation on this the /S day of //^itMic ^ , 2008. 

Secretary 

Carol A. Myers 

RDM V. TSAIA Exhibit B - Page 16 of 16