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EXECUTION COPY
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TWENTY-SECOND SUPPLEMENTAL LEASE AGREEMENT
BY AND BETWEEN
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY
AND
FEDERAL EXPRESS CORPORATION
DATED AS OF MARCH 15, 2001
AMENDING THE CONSOLIDATED AND RESTATED LEASE AGREEMENT DATED
AS OF AUGUST 1, 1979 BETWEEN THE MEMPHIS-SHELBY
COUNTY AIRPORT AUTHORITY AND FEDERAL EXPRESS CORPORATION.
--------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
------- ----
<S> <C> <C>
1 Definitions......................................................... 4
2 Granting Leasehold.................................................. 4
3 Term; Delivery and Acceptance of Possession......................... 4
4 Rental.............................................................. 5
5 Hazardous Substances/Waste.......................................... 5
6 Lease Agreement Still in Effect; Provisions Thereof Applicable
to this Twenty-Second Supplemental Lease Agreement.................. 7
7 Descriptive Headings................................................ 7
8 Effectiveness of this Twenty-Second Lease Agreement................. 7
9 Execution of Counterparts........................................... 7
10 Summaries .......................................................... 7
Notary.............................................................. 9
Leased Parcel Summary............................................... 10
Rental Summary...................................................... 11
</TABLE>
<PAGE> 3
TWENTY-SECOND SUPPLEMENTAL LEASE AGREEMENT
THIS TWENTY-SECOND SUPPLEMENTAL LEASE AGREEMENT, made and entered into
as of the 15th of March 2001, by and between MEMPHIS-SHELBY COUNTY AIRPORT
AUTHORITY (herein sometimes referred to as "Authority"), a public and
governmental body politic and corporate of the State of Tennessee, and FEDERAL
EXPRESS CORPORATION (herein sometimes referred to as "Tenant"), a corporation
duly organized and existing under the laws of the State of Delaware and
qualified to do business in the State of Tennessee.
W I T N E S S E T H:
WHEREAS, Authority and Tenant on October 3, 1979 entered into a
Consolidated and Restated Lease Agreement dated as of August 1, 1979; and
WHEREAS, Authority and Tenant, between April 1, 1981 and May 15, 2000,
have entered into Twenty One Supplemental Lease Agreements amending the 1979
Consolidated and Restated Lease Agreement; and
WHEREAS, the said Consolidated and Restated Lease Agreement dated as of
August 1, 1979, together with the First through the Twenty-First Supplemental
Lease Agreements is herein referred to as the "Lease Agreement"; and
WHEREAS, Authority and Tenant have agreed to further supplement the
Lease Agreement so as to lease to Tenant certain additional land under this
Twenty-Second Supplemental Lease Agreement.
3
<PAGE> 4
NOW THEREFORE, for and in consideration of the mutual promises,
covenants and agreements hereinafter contained to be kept and performed by the
parties hereto and upon the provisions and conditions hereinafter set forth,
Authority and Tenant do hereby covenant and agree, and each for itself does
hereby covenant and agree, as follows:
SECTION 1. DEFINITIONS. Except as otherwise provided herein, and unless
the context shall clearly require otherwise, all words and terms used in this
Twenty-Second Supplemental Lease Agreement which are defined in the Lease
Agreement, shall, for all purposes of this Twenty-Second Supplemental Lease
Agreement, have the respective meanings given to them in the Lease Agreement.
SECTION 2. GRANTING OF LEASEHOLD. In addition to the lease and demise
to Tenant of the land in the Lease Agreement, the Authority hereby leases and
demises to Tenant, and Tenant hereby takes and hires from Authority, subject to
the provisions and conditions set forth in the Lease Agreement and this
Twenty-Second Supplemental Lease Agreement, the additional land containing
approximately 11.46 acres located on two parcels. Lease Parcel 1 called Taxiline
700 Extension contains approximately 132,951 square feet or 3.052 acres located
in the vicinity of the centerline intersection of Taxiway November and Taxilane
800; and, Lease Parcel 2 called West Ramp Aircraft/GSE Expansion contains
366,242 square feet or 8.408 acres located in the vicinity of the centerlines of
Taxiway Victor and Taxiway Charlie. Lease Parcel 1 and Lease Parcel 2 are
located on Authority property in Memphis Shelby County Tennessee and are more
particularly described on Exhibit "A" attached hereto and incorporated herein by
reference.
SECTION 3. TERM; DELIVERY AND ACCEPTANCE OF POSSESSION. The term of
this Twenty-Second Supplemental Lease Agreement shall commence at 12:01 A.M. on
the earlier to
4
<PAGE> 5
occur of November 1, 2001, or the date of beneficial occupancy for the land
described in Exhibit "A" and shall expire at such time as the Lease Agreement
shall expire, to-wit: August 31, 2012 or upon such earlier termination,
extension or otherwise as provided therein. Authority shall, however, deliver to
Tenant sole and exclusive possession of the land leased hereby, as of the
effective date of this Twenty-Second Supplemental Lease Agreement for the
purpose of constructing improvements required for Tenant's intended use of the
land leased hereby, subject however, to Authority's right-of-entry set forth in
Section 21 of the Lease Agreement.
SECTION 4. RENTAL. In addition and supplemental to the rentals required
to be paid to the Authority pursuant to Section 5 of the Lease Agreement
(including all prior supplemental lease agreements), during the term of this
Twenty-Second Supplemental Lease Agreement, Tenant shall pay to the Authority in
advance on the first business day of each month $5,075.13 in equal installments
beginning November 1, 2001 or date of beneficial occupancy whichever occurs
first, a total rental payment of $60,901.56 per year, which the parties hereto
agree is based upon an aggregate of 499,193 square feet of area at an annual
rental rate of ($0.1220) per square foot.
SECTION 5. HAZARDOUS SUBSTANCES/WASTE. Tenant, at its own expense, may
arrange for a Phase 1 Environmental Survey on the land described herein by a
reputable environmental consultant to determine the existence of "Hazardous
Substances", as such term is defined in this Agreement. In the event that
"Hazardous Substances" are discovered during excavation for construction on the
property described in Exhibit "A", and such "Hazardous Substances" require
special handling, removal or disposal ("Remediation"), then Tenant shall
immediately notify Authority. The Tenant and Authority will confer and jointly
determine the method for handling,
5
<PAGE> 6
removing or disposing of the "Hazardous Substances" within 14 days after Tenant
provides the Authority, in writing, its plan for Remediation. The form of
Remediation agreed to by the parties must comply with "Environmental Laws", as
such term is defined below. In the event that Tenant and Authority are unable to
agree on a method for handling, removing or disposing of the "Hazardous
Substances" due to differing interpretations of the requirements of Remediation
as set forth in the applicable "Environmental Laws", then the form of
Remediation will be determined by the appropriate federal, state or local agency
with relevant regulatory and enforcement jurisdiction over the subject site.
Authority will grant to Tenant a rent credit equal to the reasonable documented
costs paid by Tenant for the Remediation of such "Hazardous Substances"
associated with the property described in Exhibit "A".
The term "Hazardous Substances", as used in this Twenty-Second
Supplemental Lease Agreement, shall mean any hazardous or toxic substances,
materials or wastes, including but not limited to, those substances, materials,
and wastes (i) listed in the United States Department of Transportation
Hazardous Materials Table (49 CFR ss. 172.101) or by the Environmental
Protection Agency as hazardous substances (40 CFR Part 302) and amendments
thereto, (ii) designated as a "Hazardous Substance" pursuant to Section 311 of
the Clean Water Act, 33 U.S.C. ss. 1251 et seq. (33 U.S.C. ss. 1321) or listed
pursuant to Section 307 of the Clean Water Act (33 U.S.C. ss. 1317, (iii)
defined as a "Hazardous Waste" pursuant to Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. ss. 6901, et seq. (42 U.S.C ss. 6903),
or (iv) defined as "Hazardous Substance" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
ss. 9601, et seq. 42 U.S.C. ss. 9601) or any other substances, (including,
without limitation, asbestos and raw materials which include
6
<PAGE> 7
hazardous constituents), the general, discharge or removal of which or the use
of which is restricted, prohibited or penalized by any "Environmental Law",
which term shall mean any Federal, State or local law, regulation, or ordinance
relating to pollution or protection of the environment.
SECTION 6. LEASE AGREEMENT STILL IN EFFECT; PROVISIONS THEREFORE
APPLICABLE TO THIS SUPPLEMENTAL LEASE AGREEMENT. All of the terms, provisions,
conditions, covenants and agreements of the Lease Agreement, as supplemented,
shall continue in full force and effect as supplemental hereby, and shall be
applicable to each of the provisions of this Twenty-Second Supplemental Lease
Agreement during the term hereof with the same force and effect as though the
provisions hereof were set forth in the Lease Agreement.
SECTION 7. DESCRIPTIVE HEADINGS. The descriptive headings of the
sections of this Twenty-Second Supplemental Lease Agreement are inserted for
convenience of reference only and do not constitute a part of this Twenty-Second
Supplemental Lease Agreement and shall not effect the meaning, construction,
interpretation or effect of this Twenty-Second Supplemental Lease Agreement.
SECTION 8. EFFECTIVENESS OF THIS SUPPLEMENTAL LEASE AGREEMENT. This
Twenty-Second Supplemental Lease Agreement shall become effective at 12:01 a.m.
on March 15, 2001.
SECTION 9. EXECUTION OF COUNTERPARTS. This Twenty-Second Supplemental
Lease Agreement may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the
same instrument.
SECTION 10. SUMMARIES. For the convenience of both parties a Leased
Parcel Summary and a Rental Summary are attached to this Lease Agreement
7
<PAGE> 8
IN WITNESS WHEREOF, THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AND
FEDERAL EXPRESS CORPORATION have caused this Twenty-Second Supplemental Lease
Agreement to be duly executed in their respective behalfs, as of the day and
year first above written.
WITNESS: MEMPHIS-SHELBY COUNTY AIRPORT
AUTHORITY
/s/ RICHARD V. WHITE BY: /s/ JERRY McMICHAEL
-------------------------------- ----------------------------
TITLE: Director of Properties TITLE: Executive Vice President
------------------------ -------------------------
Approved as to Form and Legality:
/s/ R. GRATTAN BROWN, JR.
---------------------------------------------
R. Grattan Brown, Jr., Attorney for Authority
WITNESS: FEDERAL EXPRESS CORPORATION
A Delaware Corporation
/s/ LEANNA JOHNSON BY: /s/ GRAHAM R. SMITH
-------------------------------- ---------------------------
TITLE: Project Coordinator TITLE: V. P.
-------------------------- -------------------------
Approved
Legal Department
/s/ PLM 3/5/01
--------------
MM
8
<PAGE> 9
(STATE OF TENNESSEE)
(COUNTY OF SHELBY)
On this 26th day of March, 2001, before me appeared Jerry McMichael to
me personally known, who, being by me duly sworn (or affirmed), did say that he
is the Exec. V. P. of the Memphis-Shelby County Airport Authority, the within
named Lessor, and that he as such President, being authorized so to do, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the Authority by himself as such President.
MY COMMISSION EXPIRES
8/29/01 /s/ CAROL D. WOLFE
--------------------- -------------------------------
Notary Public
(seal)
(STATE OF TENNESSEE)
(COUNTY OF SHELBY)
On this 20th day of March, 2001, before me appeared Graham R. Smith, to
me personally known, who, being by me duly sworn (or affirmed), did say that he
is a Vice President of Federal Express Corporation, the within named Lessee, and
that he as such Vice President, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of
the Corporation by himself as such Vice President.
MY COMMISSION EXPIRES
8/13/05 /s/ GLORIA E. OWENS
--------------------- -------------------------------
Notary Public
(seal)
9
<PAGE> 10
FEDERAL EXPRESS LEASED PARCELS SUMMARY
<TABLE>
<CAPTION>
PARCEL EFFECTIVE
LEASE ACRES SQUARE FEET AGREEMENT DATE
----- ----- ----------- --------- ----
<S> <C> <C> <C> <C>
BASE-LEASE
Revised 9 128.469 Consolidated & 08/01/79
Restated
10 1.612 70,200 Consolidated & 08/01/79
Restated
11 1.044 45,359 Consolidated & 08/01/79
Restated
PREVIOUS SUPPLEMENTS
12 2.707 117,915 First 04/01/81
Supplemental
13 6.860 298,830 Second 01/01/82
Supplemental
14 14.586 635,377 Fourth 07/01/83
Supplemental
15 12.689 552,723 Fourth 07/01/83
Supplemental
Rev 16 18.281 (19.685) 796,312 Fifth 02/01/84
Supplemental
Rev 17 119.616 (124.992) 5,210,477 Sixth 04/01/84
Supplemental
18 2.717 118,353 Sixth 04/01/84
Supplemental
19 41.606 1,812,352 Seventh 06/01/84
Supplemental
25 0.435 18,933 Eighth 07/01/88
Supplemental
20 11.275 491,127 Ninth 06/01/89
Supplemental
27 11.192 487,512 Tenth 10/01/91
Supplemental
27 A(West) 4.058 176,777 Eleventh 07/01/94
Supplemental
27 B(West) 5.706 248,533 Eleventh 07/01/94
Supplemental
Southwest Eleventh 07/01/94
Ramp 2.350 102,366 Supplemental
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
PARCEL EFFECTIVE
LEASE ACRES SQUARE FEET AGREEMENT DATE
----- ----- ----------- --------- ----
<S> <C> <C> <C> <C>
32 (removed) 22.972 1,000,681 Twelfth 07/01/93
Supplemental
33 8.998 391,942 Thirteenth 06/01/95
Supplemental
36 3.050 132,837 Thirteenth 06/01/95
Supplemental
Hangar 8 (removed) 36,946,33 Thirteenth 06/01/95
Supplemental
34 9.951 433,461 Fourteenth 01/01/96
Supplemental
21 19.134 833,476 Fifteenth 01/01/97
Supplemental
22A (North) 3.214 140,000 Sixteenth 04/01/97
Supplemental
37 2.692 117,283 Seventeenth 05/01/97
Supplemental
38 2.523 109,921 Eighteenth 07/01/97
Supplemental
39 8.366 364,430 Eighteenth 07/01/97
Supplemental
West Ramp 19.917 867,583 Nineteenth 09/01/98
Expansion Supplemental
Centerline 13.206 575,253.36 Twentieth 12/01/00
November Supplemental
Taxilane 700 4.706 204,975 Twenty-First 05/15/00
Supplemental
THIS SUPPLEMENT
Taxilane 700 3.052 132,951 Twenty-Second 03/15/01
Supplemental
West Ramp 8.408 366,242 Twenty-Second 03/15/01
Aircraft/GSE Expansion Supplemental
OPTIONS
22B (South) 3.310 144,200 Option, Expires 5/31/04
29 3.85 167,706 Option, Expires 9/30/2001
ASSIGNMENTS
23 5.923 258,008 Graber Assignment,
Expires 12/31/2000
Invoice FEC
Final Increase 1/l/96
</TABLE>
11
<PAGE> 12
<TABLE>
<S> <C> <C> <C>
24 9.964 434,030 Southwide Assignment
Expires 5/14/2013
Invoice FEC
Next Increase 5/15/03
26 9.532 415,213 BICO Assignment,
Expires 7/31/2021
Invoice FEC
Next Increase 8/01/2011
28 10.68 465,221 Equitable Life Assignment
Expires 5/14/2013
Invoice FEC
Next Increase 5/15/03
</TABLE>
RENTAL - FEDERAL EXPRESS
Effective November 1, 2001
<TABLE>
<CAPTION>
Annual
Category Number of Rental Rate
of Space Square Feet Per Sq. Ft. Annual Rental
-------- ----------- ----------- -------------
<S> <C> <C> <C>
Bldg. T-376 1,240 1.5258 $1,891.99
Unimproved Ground 8,190,929.96 0.1220 999,293.44
Improved Apron 2,395,802 0.1525 365,359.80
Hangar Property 72,092.67 1.1291 81,399.83
Hangar Office 28,000 1.8311 51,270.80
International Park 9,694,700 0.2138 2,072,726.80
------
Former IRS Facility 2,255,137.24 4.97 1,200,000.00
------------ -------------
22,637,901.87 $4,771,942.66
</TABLE>
BREAKDOWN OF SPACE
<TABLE>
<CAPTION>
Sq. Ft. Sq. Ft.
------- -------
<S> <C> <C> <C>
Bldg. T-376 Parcel 4 1,240
-----
1,240
Unimproved Ground Parcel 1 130,900
Parcel 2 50,000
Parcel 3 192,400
Parcel 4 32,540
Parcel 6 89,700
Parcel 9 1,167,337
Parcel 19 1,812,362
Parcel 20 491,127
</TABLE>
12
<PAGE> 13
<TABLE>
<S> <C> <C> <C>
Parcel 27A 176,777
Parcel 27B 248,533
Southwest Ramp 102,366
Parcel 33 391,942
Parcel 36 132,837
Parcel 34 433,461
Parcel 37 117,283
Parcel 38 109,921
Parcel 39 364,430
West Ramp Expansion 867,588
Centerline November 575,253.36
Taxilane 700 204,975
Taxilane 700 Extension 132,951
West Ramp 366,242
Aircraft/GSE Expansion
8,190,925.36
Improved Apron Parcel 1 850,250
Parcel 2 226,900
Parcel 7 577,540
Parcel 9 253,600
Parcel 27 487,512
-------
2,395,802.00
Sq. Ft. Sq. Ft.
------- -------
Hangar Property Parcel 1 44,336
Parcel 2 27,756.67
---------
72,092.67
Hangar Office Parcel 1 22,400
Parcel 2 5,600
-----
28,000.00
</TABLE>
13
<PAGE> 14
<TABLE>
<CAPTION>
<S> <C> <C> <C>
International Park Parcel 5 24,000
Parcel 8 247,254
Parcel 9 1,586,172
Parcel 10 70,200
Parcel 11 45,359
Parcel 12 117,915
Parcel 13 298,830
Parcel 14 556,334
Parcel 15 552,723
Parcel 16 796,312
Parcel 17 4,288,839
Parcel 18 118,353
Parcel 25 18,933
Parcel 21 833,476
Parcel 22A 140,000
-------
9,694,700.00
Former IRS Facility 2,255,137.24 2,255,137.24
------------
TOTAL: 22,637,897.27
</TABLE>
14
<PAGE> 15
FEDEX RAMP 2001 - WEST RAMP
LEASE PARCEL 1
Being a parcel of land contained entirely within the Memphis/Shelby County
Airport Authority property located in the City of Memphis, Shelby County, State
of Tennessee being more particularly described by metes and bounds as follows:
Commencing at the centerline intersection of Taxiway November and Taxilane 800;
thence along said centerline of Taxilane 800 S85(Degree) 42' 38"E, a distance of
679.35 feet to a point, thence departing from and perpendicular to said
centerline, N04(Degree) 17'22"E, a distance of 50.00 feet to a point, said point
being the TRUE POINT OF BEGINNING; thence N04(Degree) 17' 22"E, a distance of
473.94 feet to a point; thence along a line being parallel with the north edge
of pavement of Taxilane 800 S85(Degree) 42' 38"E, a distance of 299.97 feet to a
point; thence, S04(Degree) 17' 22"W, a distance of 74.94 feet to a point on the
existing north edge of pavement and common with the "FedEx Ramp 2000 Project"
lease; thence along said north edge of pavement and common with said north line
of the Ramp 2000 project lease, N85(Degree) 42' 38"W, a distance of 23.10 feet
to a point on a corner of said lease; thence along the existing west edge of
pavement and common with the west line of said lease S04(Degree) 17' 22"W, a
distance of 399.00 feet to a point on the corner of said lease; thence along the
existing north edge of pavement and common with the north line of said lease
N85(Degree) 42' 38"W, a distance of 276.87 feet to the POINT OF BEGINNING.
Said parcel of land containing 132,951 square feet or 3.052 Acres, more or less.
(Seal)
/s/ CHARLES W. ARNEY
EXHIBIT "A"
1 OF 4
<PAGE> 16
[ Survey of Lease Parcel 1 ]
EXHIBIT "A"
2 OF 4
<PAGE> 17
FEDEX RAMP 2001 - WEST RAMP
LEASE PARCEL 2
Being a parcel of land contained entirely within the Memphis/Shelby County
Airport Authority property located in the City of Memphis, Shelby County, State
of Tennessee being more particularly described by metes and bounds as follows:
Commencing at the extended tangent intersection of Taxiway Victor and Taxiway
Charlie; thence along said centerline of Taxiway Charlie N01(Degree) 59' 42"E, a
distance of 178.21 feet to a point; thence continuing along said centerline
N01(Degree) 55' 14"E, a distance of 21.70 feet to a point; thence departing from
and perpendicular to said centerline, N88(Degree) 04' 46"W, a distance of 162.00
feet to a point, said point being the TRUE POINT OF BEGINNING; thence along a
line being parallel with and 193.00 feet north of said centerline of Taxiway
Victor N85(Degree) 42' 29"W, a distance of 1101.86 feet to a point on the
southeast corner of the FedEx Taxilane 700 Project lease; thence along the
existing east edge of pavement and common with the east line of said Taxilane
700 Project lease N04(Degree) 17' 22"E, a distance of 524.51 feet to a pavement
corner, said point being the intersection of said Taxilane 700 east lease line
and FedEx Ramp 2000 Project south lease line; thence along existing south edge
of pavement and common with said south line of Ramp 2000 project lease
S85(Degree) 42' 38"E, a distance of 233.51 feet to a point on the west edge of
pavement being a west line said FedEx Ramp 2000 project lease; thence along said
west edge of pavement and common with the west line of said Ramp 2000 project
lease S04(Degree) 17' 22"W, a distance of 136.00 feet to a point on the south
edge of pavement being a south line of the said FedEx Ramp 2000 project lease;
thence along said south edge of pavement and common with said south line of Ramp
2000 project lease S85(Degree) 42' 38"E, a distance of 223.80 feet to a point,
said point being the southeast corner of the said Ramp 2000 project lease and
the southwest corner of the FedEx Ramp 1999 project lease; thence continuing
along existing south edge of pavement and common with said south line of Ramp
1999 project lease S85(Degree) 42' 38"E, a distance of 445.70 feet to a point,
said point being the southeast corner of said Ramp 1999 project lease and on the
west line of FedEx 1.34 Project, Part 2 lease; thence along existing west
pavement edge and common with said west lease line S32(Degree) 30' 14"W, a
distance of 381.46 feet to a point on the south edge of pavement being a south
line of the said 1.34, Part 2 project lease; thence along said existing south
edge of pavement and common with said south lease line S85(Degree) 42' 50"E, a
distance of 356.31 feet to a point on the east edge of pavement being a east
line of the said 1.34, Part 2 project lease; thence along said existing easting
east edge of pavement and common with said east lease line N01(Degree) 56' 39"E,
a distance of 19.90 feet to a point; thence S88(Degree) 04' 46"E, a distance of
10.70 feet to a point 162.00 feet west of the centerline of Taxiway Charlie;
thence along a line being parallel with and 162.00 feet west of the centerline
of Taxiway Charlie S01(Degree) 55' 14"W, a distance of 72.83 feet to the POINT
OF BEGINNING.
Said parcel of land containing 366,242 square feet or 8.408 Acres, more or less.
(Seal)
/s/ CHARLES W. ARNEY
EXHIBIT "A"
3 OF 4
<PAGE> 18
[ Survey of Lease Parcel 2 ]
EXHIBIT "A"
4 OF 4
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