New Orleans Louisiana Saints, Limited Partnership, Benson Football, Inc. Tax Matters Partner - Page 21

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          team and its assets, is entitled to allocate a portion of the               
          acquisition price to its leasehold interest in the Superdome.               
          The parties have stipulated that petitioner's leasehold interest            
          is an intangible asset that is used in petitioner's business and            
          in the production of income.  They have also agreed that the                
          leasehold has a limited useful life corresponding to the term               
          established by the Revised Lease.  Additionally, the parties have           
          stipulated that if any portion of the acquisition price is                  
          allocable to the Superdome leasehold, the amount so allocable               
          will be $16 million.  Accordingly, we must decide whether                   
          petitioner is entitled to allocate any portion of the price it              
          paid to acquire the Saints to its Superdome leasehold.                      
               Petitioner advances two arguments in its attempt to refute             
          respondent's determination.  Petitioner's principal argument is             
          that the Revised Lease, because of what petitioner characterizes            
          as "mutual conditionality" between the Sales Contract and the               
          Revised Lease, was an asset among those acquired from the Mecom             
          Group, and that a portion of the acquisition price is therefore             
          allocable to the Superdome leasehold.                                       
               Petitioner also argues that irrespective of whether the                
          Revised Lease is construed as being an asset among those received           
          from the Mecom Group, the 1975 Lease, which was the lease                   
          actually transferred to petitioner, had value immediately prior             
          to the formation of the Revised Lease, and that it is to that               






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