UNITED
STATES
DISTRICT COURT
FOR THE DISTRICT OF
COLUMBIA
| | ) | |
| UNITED STATES OF AMERICA, | ) | Civil
Action No.: 1:99CV00537
| | Plaintiff, | ) | Judge
Lamberth
|
| | ) | Filed: 7/30/99
|
| v. | ) | |
| | ) | |
| SIGNATURE FLIGHT SUPPORT | ) | |
| CORPORATION, AMR COMBS, INC., | ) | |
| and AMR CORPORATION, | ) | |
| Defendants. | ) | |
|
| ) | |
FINAL
JUDGMENT
WHEREAS, plaintiff, the United States of America ("United States"), filed
its complaint in
this action on March 1, 1999, and plaintiff and defendants, Signature Flight Support
Corporation
("Signature"), AMR Combs, Inc. ("Combs"), and AMR Corporation, by their respective
attorneys,
having consented to the entry of this Final Judgment without trial or adjudication of any issue of
fact
or law herein, and without this Final Judgment constituting any evidence against or an admission
by
any party with respect to any issue of law or fact herein;
AND WHEREAS, defendants have agreed to be bound by the provisions of
this Final
Judgment pending its approval by the Court;
AND WHEREAS, the essence of this Final Judgment is prompt and certain
divestiture of
certain fixed based operator facilities to assure that competition is not substantially
lessened;
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AND WHEREAS, plaintiff requires defendant Signature to make certain
divestitures for the
purpose of remedying the loss of competition alleged in the Complaint;
AND WHEREAS, defendants have represented to plaintiff that the
divestitures ordered herein
can and will be made, and that defendants will later raise no claims of hardship or difficulty as
grounds
for asking the Court to modify any of the divestitures or provisions contained below;
NOW, THEREFORE, before the taking of any testimony, and without trial
or adjudication
of any issue of fact or law herein, and upon consent of the parties hereto, it is hereby
ORDERED,
ADJUDGED, AND DECREED as follows:
I.
JURISDICTION
This Court has jurisdiction over the subject matter of this action and over
each of the parties
in this action. The Complaint states a claim upon which relief may be granted against the
defendants,
as defined below, under Section 7 of the Clayton Act, as amended (15 U.S.C. ยง 18).
II.
DEFINITIONS
As used in this Final Judgment:
A. "Signature" means
Signature Flight Support Corporation, a Delaware corporation with
a principal place of business in Orlando, Florida, and its successors and assigns, its parents,
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subsidiaries, affiliates, and directors, officers, managers, agents, and employees acting for or on
behalf
of any of them.
B. "Combs" means AMR
Combs, Inc., a Delaware corporation headquartered in Dallas,
Texas, as well as its successors, assigns, subsidiaries, affiliates, and directors, officers,
managers,
agents, and employees acting for or on behalf of any of them. Combs is a wholly owned
subsidiary
of AMR Corporation, a Delaware corporation with its principal place of business in Fort
Worth,
Texas, and is a party to the agreement to sell Combs to Signature.
C. "APA
Airport" means
Centennial Airport, located near Denver, Colorado.
D. "BDL Airport" means Bradley International Airport, located near
Hartford,
Connecticut.
E. "PSP Airport" means Palm Springs Regional Airport, located two miles east
of Palm
Springs, California.
F. The "Assets to be Divested" means all rights, titles and interests, including
all fee,
leasehold and real property rights, in the PSP Assets, the BDL Assets, and the APA Assets,
as
defined below:
1. The "PSP Assets" means all tangible and
intangible assets controlled by the
existing Signature FBO at Palm Springs Airport, as described in
Appendix A.
2. The "BDL Assets" means all tangible and
intangible assets controlled by the
existing Combs FBO at Bradley International Airport, as
described in
Page 4
Appendix B, but does not include the assets related to Combs'
commercial jet
fueling business, such as the bulk fuel storage facility and the
fuel farm.
3. The "APA Assets" means all tangible and
intangible assets controlled by the
existing Combs FBO at Denver Centennial Airport, as described
in Appendix
C.
G. "FBO" means any or all services related to providing fixed based operator
services to
general aviation customers, including, but not limited to, selling fuel, leasing hangar, ramp, and
office
space, providing flight support services, performing maintenance, providing access to
terminal
facilities, or arranging for ancillary services such as rental cars or hotels.
H. "FBO Facility" means any and all tangible and intangible assets required to
provide
FBO services, including but not limited to office/terminal space, hangars, ramps, a general
aviation
fuel farm for Jet A Fuel and aviation gas, and related fueling and maintenance equipment.
I. "SunBorne" means SunBorne Development Corporation, a real estate
development
company doing business in the Denver, Colorado area.
J. "SunBorne FBO Facility"
means the FBO facility that is to be constructed at APA
Airport by SunBorne. The SunBorne FBO facility is to consist of (1) an office/terminal facility
to
occupy the first floor (approximately 15,000 square feet) of a three-floor building to be
constructed
by SunBorne; (2) one 25,000 square foot hangar to be constructed by SunBorne; (3) a
general
aviation fuel farm with storage for 40,000 gallons of Jet A fuel and 20,000 gallons of aviation gas
to
be constructed by Signature; and (4) a 10.8 acre ramp.
K. "Substitute operator for
the SunBorne FBO Facility" means a person who, with the
approval of SunBorne and of the Arapahoe County Public Airport Authority, will operate
the
SunBorne FBO Facility in Signature's stead.
III.
APPLICABILITY
A. The
provisions of this
Final Judgment apply to defendants, their successors and
assigns, their subsidiaries, affiliates, directors, officers, managers, agents, and employees, and all
other
persons in active concert or participation with any of them who shall have received actual notice
of
this Final Judgment by personal service or otherwise.
B. Signature shall require,
as a condition of the sales or other disposition(s) of all or
substantially all of the Assets to be Divested, that the acquiring party or parties agree to be bound
by
the provisions of this Final Judgment.
IV.
THE SUNBORNE FBO FACILITY
A. Signature shall have until
September 1, 1999, to find a substitute operator for the
SunBorne FBO Facility that is acceptable to the United States in its sole discretion. The
United
States, in its sole discretion, may extend the time period for finding a substitute operator by
an
additional period of time not to exceed thirty (30) calendar days.
V.
DIVESTITURE OF THE ASSETS
A. Signature is hereby
ordered and directed in accordance with the terms of this Final
Judgment, within one hundred eighty (180) calendar days after the filing of the Complaint in
this
matter, or five (5) days after notice of entry of this Final Judgment by the Court, whichever is
later,
to divest the PSP Assets and the BDL Assets as ongoing businesses to purchasers acceptable to
the
United States in its sole discretion. With respect to any of the PSP Assets and the BDL Assets to
be
divested in which Signature holds a leasehold interest, Signature must transfer the entire
leasehold
including all renewal or option rights.
B. In
addition to divesting the
PSP Assets and the BDL Assets, Signature shall provide
to the purchaser of the BDL Assets (which includes all successors, assigns, parents,
subsidiaries,
affiliates, and directors, officers, managers, agents, and employees acting for or on behalf of
the
purchaser) the option of access to the existing Combs jet fuel bulk storage facility and fuel farm
for
two years. In the event that the purchaser exercises this option, such access shall be limited to
the
storage and delivery of the purchaser's owned Jet A fuel for use at the BDL Assets. To the
extent
Signature charges the purchaser of the BDL Assets for access, the service charge shall be
commercially reasonable and shall be no greater than the fee Signature charges any other
customer
for the same types of services associated with such access.
C. In the
event that
Signature does not find a substitute operator for the SunBorne FBO
Facility by the date set forth in Paragraph A of Section IV, Signature is hereby ordered and
directed
in accordance with the terms of this Final Judgment, by June 1, 2000, or within 10 (ten) calendar
days
after receipt of a certificate of occupancy by SunBorne Development Corporation for the
SunBorne
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FBO facility, whichever is sooner, to divest the APA Assets as an ongoing business to a
purchaser
acceptable to the United States in its sole discretion. With respect to any of the APA Assets in
which
Signature holds a leasehold interest, Signature must transfer the entire leasehold including all
renewal
or option rights.
D. Signature shall use its best efforts to facilitate the completion of the
SunBorne FBO
Facility.
E. Signature shall not take any action, direct or indirect, that will impede in any
way the
completion of the SunBorne FBO Facility.
F. The plaintiff may, in its sole discretion, relieve Signature of the obligation to
divest
the APA Assets based on the plaintiff's assessment of changed circumstances relating to the
completion of the SunBorne FBO Facility.
G. Signature shall use its best efforts to accomplish each of the divestitures
as
expeditiously and timely as possible. The United States, in its sole discretion, may extend the
time
period for any of the divestitures in order to accommodate mandatory municipal, county, state
or
federal review.
H. In accomplishing each of the divestitures ordered by this Final Judgment,
Signature
promptly shall make known, by usual and customary means, the availability of each of the Assets
to
be Divested described in this Final Judgment. Signature shall inform any person making an
inquiry
regarding a possible purchase that the sales are being made pursuant to this Final Judgment
and
provide such person with a copy of this Final Judgment. Signature shall also offer to furnish to
all
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prospective purchasers, subject to customary confidentiality assurances, all information regarding
the
Assets to be Divested customarily provided in a due diligence process, except such
information
subject to attorney-client privilege or attorney work-product privilege. Signature shall make
available
such information to the plaintiff at the same time that such information is made available to any
other
person.
I. Signature shall not interfere with any negotiations by any purchaser to
employ any
employee who works at any of the Assets to be Divested, or whose principal responsibility
is
operating or managing any of the Assets to be Divested.
J. Signature shall permit
prospective purchasers of each of the Assets to be Divested to
have reasonable access to personnel and to make such inspection of each of the Assets to
be
Divested; access to any and all environmental, zoning, and other permit documents and
information;
and access to any and all financial, operational, or other documents and information
customarily
provided as part of a due diligence process.
K. Signature shall not take
any action, direct or indirect, that will impede in any way the
operation or value of the Assets to be Divested.
L. Unless the United States otherwise consents in writing, the divestitures
pursuant to
Section V, or by a trustee appointed pursuant to Section VI of this Final Judgment, shall include
all
of the Assets to be Divested, operated in place pursuant to the Hold Separate Stipulation and
Order,
and be accomplished by selling or otherwise conveying all of the Assets to be Divested to
purchasers
in such a way as to satisfy the United States, in its sole discretion, that each of the Assets to
be
Divested can and will be used by the purchasers as part of viable, ongoing businesses engaged
in
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providing FBO services at PSP Airport, at BDL Airport, and at APA Airport. Each of the
divestitures, whether pursuant to Section V or Section VI of this Final Judgment, shall be made
to
purchasers for whom it is demonstrated to the United States' sole satisfaction that: (1) the
purchasers
have the capability and intent of competing effectively in the provision of FBO services at
PSP
Airport, at BDL Airport, and at APA Airport; (2) the purchasers have or soon will have
the
managerial, operational, and financial capability to compete effectively in the provision of
FBO
services at PSP Airport, BDL Airport, and APA Airport; and (3) none of the terms of any
agreement
between the purchasers and Signature gives Signature the ability unreasonably to raise the
purchasers'
costs, to lower the purchasers' efficiency, or otherwise to interfere in the ability of the purchasers
to
compete effectively.
VI.
APPOINTMENT OF TRUSTEE
A. In the
event that
Signature has not divested all of the Assets to be Divested within the
times specified in Section V of this Final Judgment, the Court shall appoint, on application of
the
United States, a trustee selected by the United States to effect the divestitures of those Assets to
be
Divested that have not been timely divested.
B. After
the appointment of a
trustee becomes effective, only that trustee shall have the
right to sell the particular Assets to be Divested (i.e., APA Assets, PSP Assets, and/or
BDL Assets).
The trustee shall have the power and authority to accomplish the divestiture(s) at the best price
then
obtainable upon a reasonable effort by the trustee, subject to the provisions of Sections V and
VII
of this Final Judgment, and shall have such other powers as the Court shall deem appropriate.
Page 10
Subject to Section VI(C) of this Final Judgment, the trustee shall have the power and authority to
hire
at the cost and expense of Signature any investment bankers, attorneys, or other agents
reasonably
necessary in the judgment of the trustee to assist in the particular divestiture(s), and such
professionals and agents shall be accountable solely to the trustee. The trustee shall have the
power
and authority to accomplish the particular divestiture(s) at the earliest possible time to
purchaser(s)
acceptable to the United States in its sole discretion and shall have such other powers as this
Court
shall deem appropriate. Signature shall not object to a sale by trustee on any grounds other than
the
trustee's malfeasance. Any such objections by Signature must be conveyed in writing to plaintiff
and
the trustee within ten (10) days after the trustee has provided the notice required under Section
VII
of this Final Judgment.
C. A
trustee shall serve at
the cost and expense of Signature, on such terms and
conditions as the Court may prescribe, and shall account for all monies derived from the sale of
the
assets sold by the trustee and all costs and expenses so incurred. After approval by the Court of
the
trustee's accounting, including fees for its services and those of any professionals and agents
retained
by the trustee, all remaining money shall be paid to Signature and the trust shall then be
terminated.
The compensation of the trustee and of professionals and agents retained by the trustee shall
be
reasonable in light of the value of each of the divested businesses and based on a fee
arrangement
providing the trustee with an incentive based on the price and terms of the particular
divestiture(s)
and the speed with which it is accomplished.
D. Signature shall use its best efforts to assist the trustee in accomplishing the
required
divestiture(s), including its best efforts to effect all necessary regulatory approvals. The trustee
and
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any consultants, accountants, attorneys, and other persons retained by the trustee shall have full
and
complete access to the personnel, books, records, and facilities of the Assets to be Divested,
and
Signature shall develop financial or other information relevant to the Assets to be Divested
customarily provided in a due diligence process as the trustee may reasonably request, subject
to
customary confidentiality assurances. Signature shall permit prospective acquirers of each of
the
Assets to be Divested to have reasonable access to personnel and to make such inspection of
physical
facilities and any and all financial, operational or other documents and other information as may
be
relevant to the divestitures required by this Final Judgment.
E. After its appointment, the trustee shall file monthly reports with the parties
and the
Court setting forth that trustee's efforts to accomplish the particular divestiture(s) ordered under
this
Final Judgment; provided however, that to the extent such reports contain information that the
trustee
deems confidential, such reports shall not be filed in the public docket of the Court. Such
reports
shall include the name, address and telephone number of each person who, during the
preceding
month, made an offer to acquire, expressed an interest in acquiring, entered into negotiations
to
acquire, or was contacted or made an inquiry about acquiring, any interest in any of the Assets to
be
Divested, and shall describe in detail each contact with any such person during that period.
The
trustee shall maintain full records of all efforts made to divest the particular Assets to be
Divested.
F. If the trustee has not accomplished such divestiture(s) within six (6) months
after its
appointment, the trustee thereupon shall file promptly with the Court a report setting forth: (1)
the
trustee's efforts to accomplish the required divestiture(s), (2) the reasons, in the trustee's
judgment,
why the required divestiture(s) have not been accomplished, and (3) the trustee's
recommendations;
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provided, however, that to the extent such reports contain information that the trustee
deems
confidential, such reports shall not be filed in the public docket of the Court. The trustee shall at
the
same time furnish such report to the parties, who shall each have the right to be heard and to
make
additional recommendations consistent with the purpose of the trust. The Court shall enter
thereafter
such orders as it shall deem appropriate in order to carry out the purpose of the trust, which may,
if
necessary, include extending the trust and the term of the trustee's appointment for a period
requested
by the United States.
VII.
NOTIFICATION
Within two (2) business days following execution of a definitive agreement
contingent upon
compliance with the terms of this Final Judgment to effect, in whole or in part, the
proposed
divestitures pursuant to Sections V or VI of this Final Judgment, Signature or a trustee,
whichever
is then responsible for effecting the particular divestiture(s), shall notify plaintiff of the
proposed
divestiture(s). If a trustee is responsible, the trustee shall similarly notify Signature. The notice
shall
set forth the details of the proposed transaction and list the name, address, and telephone number
of
each person not previously identified who offered to, or expressed an interest in or a desire
to,
acquire any ownership interest in the particular Assets to be Divested that is the subject of
the
definitive agreement, together with full details of same. Within fifteen (15) calendar days of
receipt
by plaintiff of such notice, the United States, in its sole discretion, may request from Signature,
the
proposed purchaser(s), or any other third party additional information concerning the
proposed
divestiture(s) and the proposed purchaser(s). Signature and the trustee shall furnish any
additional
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information requested from them within fifteen (15) calendar days of the receipt of the request,
unless
the parties shall otherwise agree. Within thirty (30) calendar days after receipt of the notice or
within
twenty (20) calendar days after the plaintiff has been provided the additional information
requested
from Signature, the proposed purchaser(s), or any third party, whichever is later, the United
States
shall provide written notice to Signature and the trustee, if there is one, stating whether or not
it
objects to the proposed divestiture(s). If the United States provides written notice to Signature
and
the trustee that it does not object, then the divestiture(s) may be consummated, subject only
to
Signature's limited right to object to the sales under Section VI(B) of this Final Judgment.
Absent
written notice that the United States does not object to the proposed purchaser or upon objection
by
the United States, none of the divestitures proposed under Section V or Section VI shall be
consummated. Upon objection by Signature under the provision in Section VI(B), a
divestiture
proposed under Section VI shall not be consummated unless approved by the Court.
VIII.
AFFIDAVITS
A. Within
twenty (20)
calendar days of the filing of the Complaint in this matter and every
thirty (30) calendar days thereafter until the divestiture has been completed whether pursuant
to
Section V or Section VI of this Final Judgment, Signature shall deliver to plaintiff an affidavit as
to
the fact and manner of compliance with Section V or Section VI of this Final Judgment. Each
such
affidavit shall include, inter alia, the name, address, and telephone number of each person
who, at
any time after the period covered by the last such report, made an offer to acquire, expressed
an
interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry
about
Page 14
acquiring, any interest in each of the Assets to Divested, and shall describe in detail each contact
with
any such person during that period. Each such affidavit shall also include a description of the
efforts
that Signature has taken to solicit buyer(s) for each of the Assets to be Divested and to
provide
required information to prospective purchasers, including the limitations, if any, on such
information.
B. Within
twenty (20)
calendar days of the filing of the Complaint in this matter,
Signature shall deliver to plaintiff an affidavit which describes in detail all actions Signature has
taken
and all steps Signature has implemented on an on-going basis to preserve each of the Assets to
be
Divested pursuant to Section IX of this Final Judgment and the Hold Separate Stipulation and
Order
entered by the Court. Relating to the PSP Assets and the BDL Assets, the affidavit also
shall
describe, but not be limited to, Signature's efforts to maintain and operate each of those Assets
to
be Divested as active competitors, maintain the management, staffing, research and
development
activities, sales, marketing, and pricing of each of those Assets to be Divested, and maintain the
PSP
and BDL FBO facilities in operable condition at current capacity configurations. Relating to the
APA
Assets, the affidavit shall describe, but not be limited to, Signature's efforts to maintain the
management, staffing, research and development activities, sales, marketing, and pricing of the
APA
Assets, and maintain the APA FBO facility in an operable condition at current capacity
configurations. Signature shall deliver to plaintiff an affidavit describing any changes to the
efforts
and actions outlined in Signature's earlier affidavit(s) filed pursuant to Section VIII(B) within
fifteen
(15) calendar days after the change is implemented.
C. Until
one year after each
divestiture has been completed, Signature shall preserve all
records of all efforts made to preserve the Assets to be Divested and effect the divestitures.
IX.
HOLD SEPARATE ORDER
Until the divestitures required by the Final Judgment have been
accomplished, Signature shall
take all steps necessary to comply with the Hold Separate Stipulation and Order entered by
this
Court. Signature shall take no action that would jeopardize the divestiture of any of the Assets
to
be Divested.
X.
FINANCING
Signature is ordered and directed not to finance all or any part of any
purchase by an acquirer
made pursuant to Sections V or VI of this Final Judgment.
XI.
COMPLIANCE INSPECTION
For the purpose of determining or securing compliance with this Final
Judgment, and subject
to any legally recognized privilege, from time to time:
A. Duly
authorized
representatives of the United States Department of Justice, upon
written request of the Attorney General or the Assistant Attorney General in charge of the
Antitrust
Division, and on reasonable notice to Signature made to its principal offices, shall be
permitted:
1. Access
during office hours of Signature to inspect and copy all books,
ledgers, accounts, correspondence, memoranda, and other
records and
Page 16
documents in the possession or under the control of Signature,
who may have
counsel present, relating to any matters contained in this Final
Judgment and
the Hold Separate Stipulation and Order; and
2. Subject to the reasonable convenience of
Signature and without restraint or
interference from them, to interview, either informally or on the
record, its
officers, employees, and agents, who may have counsel present,
regarding any
such matters.
B. Upon
the written request
of the Attorney General or of the Assistant Attorney General
in charge of the Antitrust Division, made to Signature at its principal offices, Signature shall
submit
such written reports, under oath if requested, with respect to any of the matters contained in this
Final
Judgment and the Hold Separate Stipulation and Order.
C. No
information nor any
documents obtained by the means provided in Sections VIII
or XI of this Final Judgment shall be divulged by a representative of the United States to any
person
other than a duly authorized representative of the Executive Branch of the United States, except
in
the course of legal proceedings to which the United States is a party (including grand jury
proceedings), or for the purpose of securing compliance with this Final Judgment, or as
otherwise
required by law.
D. If at the time information or documents are furnished by any of the
defendants to
plaintiff, any of the defendants represents and identifies in writing the material in any such
information
or documents for which a claim of protection may be asserted under Rule 26(c)(7) of the
Federal
Rules of Civil Procedure, and marks each pertinent page of such material, "Subject to claim
of
Page 17
protection under Rule 26(c)(7) of the Federal Rules of Civil Procedure," then plaintiff shall give
ten
(10) days notice to the defendant(s) prior to divulging such material in any legal proceeding
(other
than a grand jury proceeding) to which that defendant is not a party.
XII.
RETENTION OF JURISDICTION
Jurisdiction is retained by this Court for the purpose of enabling any of the
parties to this Final
Judgment to apply to this Court at any time for such further orders and directions as may be
necessary
or appropriate for the construction or carrying out of this Final Judgment, for the modification of
any
of the provisions hereof, for the enforcement of compliance herewith, and for the punishment of
any
violations hereof.
XIII.
TERMINATION
Unless this Court grants an extension, this Final Judgment will expire on the
tenth anniversary
of the date of its entry.
XIV.
PUBLIC INTEREST
Entry of this Final Judgment is in the public interest.
Dated:
United States District Judge
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APPENDIX A-PSP
ASSETS
"PSP Assets"means all rights, titles, and interests, including all fee, leasehold and real property
rights,
in the following assets owned or controlled by Signature that are used by Signature to provide
fuel
or other services to general aviation customers at PSP Airport.
1. The existing 8,000 square
foot Signature terminal and office buildings.
2. Approximately 21,000
square feet of hangar space, consisting of the existing Signature hangar
buildings and approximately 30,000 square feet of space prepared for hangar use.
3. The existing Signature
above-ground fuel farm consisting of two 20,000 gallon Jet A fuel tanks
and one 12,000 gallon avgas tank with fuel separator sump system that is adjacent to the
t-hangars.
4. Approximately 40,000
square feet of ramp space adjacent to the foregoing buildings.
5. All equipment and supplies
necessary and appropriate to support a viable FBO business at the
foregoing facilities, including but not limited to, existing office furniture, lobby furniture,
phone
system, radios, televisions, towing equipment, golf carts, pickup trucks, refuellers, and ground
power
units.
6. Contracts (including, but not
limited to, customer contracts) and customer lists related to this
location.
7. Approximately 2.5 acres of
parking space.
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APPENDIX B-BDL ASSETS
"BDL Assets"means all rights, titles, and interests, including all fee, leasehold and real
property
rights, in the following assets owned or controlled by Combs that are used by Combs to provide
fuel
or other services to general aviation customers at BDL Airport.
1. The existing Combs terminal
and office buildings.
2. Approximately 50,000
square feet of hangar space, consisting of the existing Combs hangar
buildings: one 30,000 square foot hangar (Hangar 214); one 20,000 square foot hangar
(Storage
Hangar).
3. The existing Combs avgas
tank, located adjacent to the commercial airline services building.
4. Approximately 366,000
square feet of ramp space adjacent to the foregoing buildings.
5. All equipment and supplies
necessary and appropriate to support a viable FBO business at the
foregoing facilities, including but not limited to, existing office furniture, lobby furniture,
phone
system, radios, televisions, towing equipment, golf carts, pickup trucks, refuellers, ground
power
units.
6. Contracts (including, but not
limited to, customer contracts) and customer lists related to this
location.
7. Approximately .9 acres of
parking space.
Page 21
APPENDIX C- APA ASSETS
"APA Assets"means all rights, titles, and interests, including all fee, leasehold and real
property rights,
in the following assets owned or controlled by Combs that are used by Combs to provide fuel or
other
services to general aviation customers at APA Airport.
1. The existing Combs terminal
and office buildings.
2. Approximately 40,000
square feet of hangar space, consisting of the existing Combs hangar
buildings: one hangar of 20,000 square feet (Hangar 9) ; one hangar of 20,000 square feet
(Hangar
10).
3. The existing Combs fuel
farm consisting of two 12,000 gallon Jet A tanks and one 10,000 gallon
avgas tank located 1/4 mile from the executive terminal between Peoria Street and Dove
Valley
Parkway.
4. Approximately 1,000,000
square feet of ramp space adjacent to the foregoing buildings.
5. All equipment and supplies
necessary and appropriate to support a viable FBO business at the
foregoing facilities, including but not limited to, existing office furniture, lobby furniture,
phone
system, radios, televisions, towing equipment, golf carts, pickup trucks, refuellers, and ground
power
units.
6. Contracts (including, but not
limited to, customer contracts) and customer lists related to this
location.
7. Approximately 5 acres of
parking space.
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