Exhibit 10.21
EXECUTION COPY
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TWENTIETH SUPPLEMENTAL LEASE AGREEMENT
BY AND BETWEEN
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY
AND
FEDERAL EXPRESS CORPORATION
DATED AS OF APRIL 1, 2000
AMENDING THE CONSOLIDATED AND RESTATED LEASE AGREEMENT DATED AS OF AUGUST
1, 1979 BETWEEN THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AND FEDERAL
EXPRESS CORPORATION.
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TABLE OF CONTENTS
SECTION PAGE
------- ----
1 Definitions............................................ 7
2 Granting Leasehold..................................... 7
3 Term, Delivery and Acceptance of Possession............ 8
4 Rental ............................................... 8
5 Hazardous Substances/Waste............................. 8
6 Lease Agreement Still in Effect; Provisions Thereof
Applicable to this Nineteenth Supplemental
Lease Agreement........................................ 10
7 Descriptive Headings................................... 10
8 Effectiveness of this Twentieth Supplemental
Lease Agreement........................................ 10
9 Execution of Counterparts.............................. 10
10 Summaries ............................................. 10
Notary ............................................... 12
Leased Parcel Summary.................................. 13
Rental Summary......................................... 15
TWENTIETH SUPPLEMENTAL LEASE AGREEMENT
THIS TWENTIETH SUPPLEMENTAL LEASE AGREEMENT, made and entered into
as of the 1st of April 2000, 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 September
1, 1998, have entered into nineteen 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 Nineteenth
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
Twentieth Supplemental Lease Agreement.
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
3
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 Twentieth Supplemental Lease Agreement which are defined in the Lease
Agreement, shall, for all purposes of this Twentieth 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 Twentieth Supplemental Lease Agreement, the additional
land containing approximately 13.206 acres located east of the centerline
intersection of Taxiway November and Taxilane 800 which is located on
Memphis-Shelby County Airport Authority property situated in Memphis, Shelby
County, Tennessee and being more particularly described in Exhibit A:
SECTION 3. TERM; DELIVERY AND ACCEPTANCE OF POSSESSION. The term of
this Twentieth Supplemental Lease Agreement shall commence at 12:01 A.M. on
the earlier to occur of December 1, 2000, or the date of beneficial occupancy
for the land described as the centerline intersection of Taxiway November and
Taxilane 800 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 Twentieth Supplemental Lease
4
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 Twentieth Supplemental Lease Agreement, Tenant shall pay the
Authority in advance on the first business day of each month $5,848.41 in
equal installments beginning December 1, 2000 or date of beneficial occupancy
whichever occurs first, a total rental payment of $70,180.91 per year, which
the parties hereto agree is based upon an aggregate of 575,253.36 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 of the centerline intersection of Taxiway November and Taxilane
800, 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, 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
5
of the requirements for 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
centerline intersection of Taxiway November and Taxilane 800.
The term "HAZARDOUS SUBSTANCES", as used in this Twentieth
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 Section 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. Section 1251 et seq. (33 U.S.C.
Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33
U.S.C. Section 1317, (iii) defined as a "Hazardous Waste" pursuant to Section
1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901,
et seq. (42 U.S.C Section . 6903), or (iv) defined as "Hazardous Substance"
pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601, et seq. 42 U.S.C.
Section 9601) or any other substances, (including, without limitation,
asbestos and raw materials which include 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.
6
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 supplemented hereby,
and shall be applicable to each of the provisions of this Twentieth
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 Twentieth Supplemental Lease agreement are inserted for
convenience of reference only and do not constitute a part of this Twentieth
Supplemental Lease Agreement and shall not affect the meaning, construction,
interpretation or effect of this Twentieth Supplemental Lease Agreement.
SECTION 8. EFFECTIVENESS OF THIS SUPPLEMENTAL LEASE AGREEMENT. This
Twentieth Supplemental Lease Agreement shall become effective at 12:01 a.m.
on April 1, 2000.
SECTION 9. EXECUTION OF COUNTERPARTS. This Twentieth 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
IN WITNESS WHEREOF, THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AND
FEDERAL EXPRESS CORPORATION have caused this Twentieth 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/ XXXXXXX X. XXXXX BY: /s/ XXXXX X. XXX
------------------------------ ----------------------------
TITLE: DIRECTOR OF PROPERTIES TITLE: PRESIDENT
----------------------- ----------------------------
Approved as to Form and Legality:
/s/ X. XXXXXXX XXXXX, XX.
-----------------------------
X. Xxxxxxx Xxxxx, Xx.,
Attorney for Authority
WITNESS: FEDERAL EXPRESS CORPORATION
/s/ XXXXXX XXXXX BY: /s/ XXXXXX X. XXXXX
------------------------------ ----------------------------
TITLE: PROJECT COORDINATOR TITLE: VP
----------------------- ----------------------------
Approved
Legal Department
/s/ X.X. XXXXX 000331
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8
(STATE OF TENNESSEE)
(COUNTY OF SHELBY )
On this 31st day of March, 2000, before me appeared Xxxxx X. Xxx to
me personally known, who, being by me duly sworn (or affirmed), did say that
he is the President 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/ XXXXX X. XXXXX
----------------------- -------------------------
Notary Public
(seal)
(STATE OF TENNESSEE)
(COUNTY OF SHELBY )
On this 31st day of March, 2000, before me appeared Xxxxxx X. Xxxxx
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 Authority by himself as such Vice President.
MY COMMISSION EXPIRES
------------------------ /s/ XXXXXXX XXXXX
--------------------
Notary Public
(seal)
9
FEDERAL EXPRESS LEASED PARCELS SUMMARY
PARCEL EFFECTIVE
LEASE ACRES SQUARE FEET AGREEMENT DATE
-------- ----- ----------- --------- ---------
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
Ramp 2.350 102,366 Eleventh 07/01/94
Supplemental
10
PARCEL EFFECTIVE
LEASE ACRES SQUARE FEET AGREEMENT DATE
-------- ----- ----------- --------- ---------
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
THIS SUPPLEMENT
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CENTERLINE 13.206 575,253.36 TWENTIETH 11/01/2000
NOVEMBER SUPPLEMENTAL
OPTIONS
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22B (South) 3.310 144,200 Option, Expires 5/31/99
29 3.85 167,706 Option, Expires 9/30/2001
ASSIGNMENTS
-----------
23 5.923 258,008 Xxxxxx Assignment,
Expires 12/31/2000
Invoice FEC
Final Increase 1/l/96
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
11
RENTAL - FEDERAL EXPRESS
Effective November 1, 2000
Annual
Category Number of Rental Rate
of Space Square Feet Per Sq. Ft. Annual Rental
-------- ----------- ----------- -------------
Xxxx. X-000 1,240 1.5258 $ 1,891.99
Unimproved Ground 7,486,757.36 0.1220 913,384.39
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 ------ 1,200,000.00
------------ 4.97 ------------
21,933,729.27 $4,686,033.61
BREAKDOWN OF SPACE
Sq. Ft. Sq. Ft.
------- -------
Xxxx. X-000 Xxxxxx 0 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
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
----------
7,486,757.36
Improved Apron Parcel 1 850,250
-------------- Parcel 2 226,900
Parcel 7 577,540
Parcel 9 253,600
Parcel 27 487,512
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2,395,802.00
12
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
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 18,9338
Parcel 21 833,476
Parcel 22A 140,000
---------
9,694,700.00
Former IRS Facility 2,255,137.24 2,255,137.24
------------------- ------------
TOTAL: 21,933,729.27
13
EXHIBIT "A" 1 of 3
[ Survey of leased premises ]
EXHIBIT "A" 2 of 3
Lease Parcel
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, South 85 degrees 42
minutes 38 seconds East a distance of 400.00' to a point, said point being
the TRUE POINT OF BEGINNING; thence departing from and perpendicular to said
centerline, North 04 degrees 17 minutes 22 seconds East a distance of 50.00'
to a point on the north edge of pavement of said Taxilane 800; thence along
said north edge of pavement of Taxilane 800, South 85 degrees 42 minutes 38
seconds East a distance of 527.30' to a point being 200.00' west of the
existing west edge of pavement of the "FedEx Ramp 1999 Project" lease; thence
along a line being parallel with and 200.00' west of said existing west edge
of pavement of the "FedEx Ramp 1999 Project" lease, North 04 degrees 17
minutes 22 seconds East a distance of 399.00' to a point; thence along a line
being parrallwl with and 449.00' north of said centerline of Taxilane 800,
South 85 degrees 42 minutes 38 seconds East a distance of 506.06' to a point
on the existing west edge of pavement, said point being common with a west
line of the Part 1.34 project, Part II lease; thence along said west edge of
pavement and common with said west line of the Part 1.34 project, Part II
lease, South 01 degrees 56 minutes 39 seconds West a distance of 46.11' to a
point of curvature; thence continuing along said west line of the Part 1.34
project, Part II lease in a southwesterly direction along the arc of a curve
to the right having a radius of 22.50' (Long Chord = South 48 degrees 07
minutes 01 seconds West, 32.46') an arc distance of 36.26' to a point on the
existing north edge of pavement of the "FedEx Ramp 1999 Project" being a
north line of the FedEx Ramp 1999 lease parcel; thence along said north edge
of pavement and said north line of the FedEx Ramp 1999 lease parcel, North 85
degrees 42 minutes 38 seconds West a distance of 285.47" to a point on the
existing west edge of pavement; thence along said west edge of pavement,
crossing said Taxilane 800 and continuing along said west edge of pavement
being a west line of said FedEx Ramp 1999 project lease, South 04 degrees 17
minutes 22 seconds West a distance of 782.16' to a point on a north edge of
pavement being a north line of said FedEx Ramp 1999 project lease; thence
along said north edge of pavement being a north line of said FedEx Ramp 1999
project lease, North 85 degrees 42 minutes 38 seconds West a distance of
47.32' to a point on the west edge of pavement being a west line of said
FedEx 1999 Ramp project lease; thence along said west edge of pavement being
a west line of said FedEx 1999 Ramp project lease, South 04 degrees 17
minutes 22 seconds West a distance of 53.33' to a point on the south edge of
pavement being a south line of said FedeEx Ramp 1999 project lease; thence
along said south edge of pavement being said south line of the FedEx Ramp
1999 project lease, South 85 degrees 42 minutes 38 seconds East a distance of
352.33' to a point on the west edge of pavement being a west line of said Fed
Ex Ramp 1999 project lease; thence along said west edge of pavement being
said west line of the FedEx Ramp 1999 project, South 04 degrees 17 minutes 22
seconds West a distance of 210.00' to a point; thence departing from said
west line of the FedEx Ramp 1999 project along a line being 666.00' south of
and parallel with said center line of Taxilane 800, North 85 degrees 42
minutes 38 seconds West a distance of 223.80' to a point; thence North 04
degrees 17 minutes 22 seconds East a distance of 136.00' to a point; thence
along a line being 530.00' south of and parallel with said centerline of
Taxilane 800, North 85 degrees 42 minutes 38 seconds West a distance of
283.51' to a point; thence North 04 degrees 17 minutes 22 seconds East a
distance of 125.49' to a point; thence along a line being 405.00' south of
and parallel with said centerline of Taxilane 800, North 85 degrees 42
minutes 38 seconds West a distance of 500.00' to a point; thence South 04
degrees 17 minutes 22 seconds West a distance of 25.00' to a point; thence
along a line being 430.00' south of and parallel with said centerline of
Taxilane 800, North 85 degrees 42 minutes 38 seconds West a distance of
50.00' to a point; thence North 04 degrees 17 minutes 22 seconds East a
distance of 25.00' to a point; thence along a line being 405.00' south of and
parallel with said centerline of Taxilane 800, North 85 degrees 42 minutes 38
seconds West a distance of 175.00' to a point being 200.00' east of said
centerline of Taxiway November; thence along a line being 200.00' east of and
parallel with said centerline of Taxiway November, North 04 degrees 17
minutes 22 seconds East a distance of 329.50' to a point on the existing
south edge of pavement of said Taxilane 800; thence along said edge of
pavement of Taxilane 800, South 85 degrees 42 minutes 38 seconds East a
distance of 175.00' to a point on an existing east edge of pavement of said
Taxilane 800; thence along said east edge of pavement of Taxilane 800, North
04 degrees 17 minutes 22 seconds East a distance of 25.00' to a point on the
south edge of pavement of said Taxilane
EXHIBIT "A" 3 of 3
800; thence along said edge of pavement of Taxilane 800, South 85 degrees 42
minutes 38 seconds East a distance of 25.00' to a point; thence departing
from said south edge of pavement of Taxilane 800 perpendicular to said
centerline of Taxilane 800, North 04 degrees 17 minutes 22 seconds East a
distance of 50.00' to the TRUE POINT OF BEGINNING.
Said parcel of land containing 575,255 square feet, or 13.206 Acres, more or
less.
