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section K of the Revised Lease "leave no doubt that the
[acquisition] price is attributable in part to the value of the
Revised Lease."
Respondent's principal argument in this case is that
petitioner cannot allocate a portion of the acquisition price to
the Superdome leasehold because the Revised Lease was not
obtained from the Mecom Group, but rather from the State of
Louisiana for no consideration. As support for this argument,
respondent relies on Barnes Group, Inc. v. United States, 697 F.
Supp. 591 (D. Conn. 1988), vacated and remanded 872 F.2d 528 (2d
Cir. 1989), reconsidered 724 F. Supp. 37 (D. Conn. 1989), affd.
902 F.2d 1114 (2d Cir. 1990). We agree with respondent.
The facts make it clear that, despite the interplay between
the Sales Contract and the Revised Lease, petitioner obtained the
Revised Lease from the State of Louisiana, not from the Mecom
Group. To be sure, in establishing the terms of the Revised
Lease, petitioner and the State negotiated virtually every term
contained in the 1975 Lease. Furthermore, petitioner entered the
Revised Lease in its own name. See Washington Package Store,
Inc. v. Commissioner, T.C. Memo. 1964-294. The Mecom Group never
possessed an interest in the Revised Lease, and it necessarily
follows that petitioner could not have obtained the Revised Lease
from the Mecom Group. Although it is couched in terms of an
amendment to the 1975 Lease, the Revised Lease, as respondent
contends, was in essence a new lease that petitioner obtained
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