EXHIBIT 10.25
EXECUTION COPY
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TWENTY-FOURTH SUPPLEMENTAL LEASE AGREEMENT
BY AND BETWEEN
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY
AND
FEDERAL EXPRESS CORPORATION
DATED AS OF MAY 1, 2003
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 ......................................... 4
2 Granting Leasehold .................................. 4
3 Term; Delivery and Acceptance of Possession ......... 4
4 Rental .............................................. 5
5 Hazardous Substances/Waste .......................... 6
6 Lease Agreement Still in Effect; Provisions There of
Applicable to this Twenty-Fourth Supplemental Lease
Agreement ........................................... 7
7 Descriptive Headings ................................ 7
8 Effectiveness of this Twenty-Fourth Lease Agreement 8
9 Execution of Counterparts ........................... 8
10 Summaries ........................................... 8
Notary .............................................. 10
Leased Parcel Summary ............................... 11
Rental Summary ...................................... 13
TWENTY-FOURTH
SUPPLEMENTAL LEASE AGREEMENT
THIS TWENTY-FOURTH
SUPPLEMENTAL LEASE AGREEMENT, made and entered into as
of the 1ST of May 2003, 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 March 1, 2002, have
entered into Twenty Three
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-Third
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-Fourth
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
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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-Fourth
Supplemental Lease Agreement which are defined in the Lease
Agreement, shall, for all purposes of this Twenty-Fourth
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-Fourth
Supplemental Lease Agreement, the additional land containing
approximately 4.089 acres or 178,097 square feet acres located on the West Ramp
(A) Expansion.
SECTION 3. TERM; DELIVERY AND ACCEPTANCE OF POSSESSION. The term of this
Twenty-Fourth Supplemental Lease Agreement shall commence at 12:01 A.M. on May
1, 2003, 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-Fourth 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.
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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-Fourth
Supplemental Lease Agreement, Tenant shall pay to the Authority in advance on
the first business day of each month $2,263.32 in equal installments beginning
date of beneficial occupancy or December 31, 2003, whichever occurs first, a
total rental payment of $27,159.79 per year, which the parties hereto agree is
based upon an aggregate of 178,097 square feet of area at an annual rental rate
of ($0.1525) per square foot.
The rental rate for all parcels will increase subject to terms and
conditions of the consolidated and restated lease agreement dated August 1,
1979.
SECTION 5. HAZARDOUS SUBSTANCES/WASTE. Tenant agrees to take the West Ramp
Expansion (A) parcel in an "as is" condition as it relates to Hazardous
Substances/Waste material that may be located at the site.
Tenant, at its own expense, may arrange for a Phase I 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", as the
West Ramp Expansion (A) "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 of 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 of
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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 property described in Exhibit
"A".
The term "HAZARDOUS SUBSTANCES", as used in this Twenty-Fourth 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.
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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 Twenty-Fourth 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-Fourth Supplemental Lease Agreement are inserted for convenience
of reference only and do not constitute a part of this Twenty-Fourth
Supplemental Lease Agreement and shall not affect the meaning, construction,
interpretation or effect of this Twenty-Fourth Supplemental Lease Agreement.
SECTION 8. EFFECTIVENESS OF THIS SUPPLEMENTAL LEASE AGREEMENT. This
Twenty-Fourth Supplemental Lease Agreement shall become effective at 12:01 a.m.
on May 1, 2003.
SECTION 9. EXECUTION OF COUNTERPARTS. This Twenty-Fourth 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.
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IN WITNESS WHEREOF, THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AND
FEDERAL EXPRESS CORPORATION have caused this Twenty-Fourth 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.
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X. Xxxxxxx Xxxxx, Xx., Attorney
WITNESS: FEDERAL EXPRESS CORPORATION
A Delaware Corporation
/s/ XXXXXXX XXXXX BY: /s/ XXXXX XXXXXXX, XX.
-------------------------- ----------------------------------------
TITLE: Project Coordinator TITLE: Managing Director, Real Estate and
Airport Development
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(STATE OF TENNESSEE)
(COUNTY OF SHELBY)
On this ______day of __________________, 2003 before me appeared
___________, 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
_______________
Notary Public
(seal)
STATE OF TENNESSEE)
COUNTY OF SHELBY)
On this 20th day of May, 2003 before me appeared Xxxxx Xxxxxxx, Xx., to me
personally known, who, being by me duly sworn (or affirmed), did say that he is
a Managing Director, Real Estate, of Federal Express Corporation, the within
named Lessee, and that he as such Managing Director, Real Estate, 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 Managing
Director, Real Estate.
MY COMMISSION EXPIRES
August 13, 2003 /s/ XXXXXXX XXXXX
-------------------
Notary Public
(seal)
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FEDERAL EXPRESS LEASED PARCELS SUMMARY
PARCEL EFFECTIVE
LEASE ACRES SQUARE FEET AGREEMENT DATE
------ ----- ----------- --------- ---------
BASE-LEASE
REVISED 9 128.469 CONSOLIDATED & RESTATED 08/01/79
10 1.612 70,200 CONSOLIDATED & RESTATED 08/01/79
11 1.044 45,359 CONSOLIDATED & RESTATED 08/01/79
PREVIOUS SUPPLEMENTS
12 2.707 117,915 FIRST SUPPLEMENTAL 04/01/81
13 6.860 298,830 SECOND SUPPLEMENTAL 01/01/82
14 14.586 635,377 FOURTH SUPPLEMENTAL 07/01/83
15 12.689 552,723 FOURTH SUPPLEMENTAL 07/01/83
REV 16 18.281 (19.685) 796,312 FIFTH SUPPLEMENTAL 02/01/84
REV 17 119.616 (124.992) 5,210,477 SIXTH SUPPLEMENTAL 04/01/84
18 2.717 118,353 SIXTH SUPPLEMENTAL 04/01/84
19 41.606 1,812,352 SEVENTH SUPPLEMENTAL 06/01/84
25 0.435 18,933 EIGHTH SUPPLEMENTAL 07/01/88
20 11.275 491,127 NINTH SUPPLEMENTAL 06/01/89
27 11.192 487,512 TENTH SUPPLEMENTAL 10/01/91
27 A (WEST) 4.058 176,777 ELEVENTH SUPPLEMENTAL 07/01/94
27 B (WEST) 5.706 248,533 ELEVENTH SUPPLEMENTAL 07/01/94
SOUTHWEST 2.350 102,366 ELEVENTH SUPPLEMENTAL 07/01/94
RAMP
10
PARCEL EFFECTIVE
LEASE ACRES SQUARE FEET AGREEMENT DATE
------ ----- ----------- --------- ---------
32 (REMOVED) 22.972 1,000,681 TWELFTH SUPPLEMENTAL 07/01/93
33 8.998 391,942 THIRTEENTH SUPPLEMENTAL 06/01/95
36 3.050 132,837 THIRTEENTH SUPPLEMENTAL 06/01/95
HANGAR 8 (REMOVED) 36,946.33 THIRTEENTH SUPPLEMENTAL 06/01/95
34 9.951 433,461 FOURTEENTH SUPPLEMENTAL 01/01/96
21 19.134 833,476 FIFTEENTH SUPPLEMENTAL 01/01/97
22A (NORTH) 3.214 140,000 SIXTEENTH SUPPLEMENTAL 04/01/97
37 2.692 117,283 SEVENTEENTH SUPPLEMENTAL 05/01/97
38 2.523 109,921 EIGHTEENTH SUPPLEMENTAL 07/01/97
39 8.366 364,430 EIGHTEENTH SUPPLEMENTAL 07/01/97
WEST RAMP 19.917 867,583 NINETEENTH EXPANSION 09/01/98
EXPANSION
CENTERLINE 13.206 575,253.36 TWENTIETH SUPPLEMENTAL 12/01/00
NOVEMBER
TAXILANE 700 4.706 204,975 TWENTY-FIRST SUPPLEMENTAL 05/15/00
TAXILANE 700 3.052 132,951 TWENTY-SECOND SUPPLEMENTAL 03/15/01
EXTENSION
WEST RAMP 8.408 366,242 TWENTY-SECOND SUPPLEMENTAL 03/15/01
AIRCRAFT/GSE EXPANSION
23 (XXXXXX) 6.0023 261,460.18 TWENTY-THIRD SUPPLEMENTAL 03/01/02
12/02 WEST RAMP 19.66 856,529 12/01/02
A380 RAMP 43.6181 1,900,006 12/31/06
THIS SUPPLEMENT
West Ramp 4.089 178,097 TWENTY-FOURTH SUPPLEMENT 05/01/03
EXPANSION (A)
11
OPTIONS
22B (South) 3.310 144,200 Option, Expires 5/31/04
29 3.85 167,706 Option, Month/Month
ASSIGNMENTS
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
RENTAL - FEDERAL EXPRESS
Effective July 01, 2003
Annual
Category Number of Rental Rate
of Space Square Feet Per Sq. Ft. Annual Rental
-------- ----------- ----------- -------------
Parcel 23 (Xxxxxx) 261,460.18 0.0823 $ 21,518.17
Xxxx. X-000 1,240.00 1.9072 $ 2,364.93
Unimproved Ground 9,047,454.36 0.1525 $ 1,379,736.79
Improved Apron 2,395,802.00 0.1906 $ 456,639.86
Hangar Property 72,092.67 1.4113 $ 101,744.39
Hangar Office 28,000.00 2.2889 $ 64,089.20
International Park 9,694,700.00 0.2672 $ 2,590,423.84
Former IRS Facility 2,255,137.24 -- $ 1,200,000.00
------------- --------- --------------
23,755,886.45 6.3 $ 5,816,517.18
BREAKDOWN OF SPACE
Sq. Ft. Sq. Ft.
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Xxxxxx Parcel 23 261,460.18
261,460.18
XXXX. X-000 Xxxxxx 0 1,240
1,240
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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
Taxilane 700 204,975
Taxilane 700 Extension 132,951
West Ramp Aircraft/GSE Expansion 366,242
12/02 West Ramp Expansion 856,529
9,047,454.36
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
Sq. Ft. Sq. Ft.
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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
13
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
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9,694,700.00
FORMER IRS FACILITY 2,255,137.24 2,255,137.24
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Areas Added DBO Square Feet DBO
--------------- ----------- ---
West Ramp Expansion (A) 178,097 12/31/03
A380 Ramp 1,900,006 12/31/06
2,078,103
TOTAL: 25,833,989.45
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Exhibit "A"
[Survey]
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 the centerline of said Taxiway November, South 04 degrees 17
minutes 22 seconds West a distance of 404.00' to a point; thence departing from
and perpendicular to said centerline, South 85 degrees 42 minutes 38 seconds
East a distance of 375.00' to a point; thence along a line being 375.00' east of
and parallel with said centerline, South 04 degrees 17 minutes 22 seconds West a
distance of 25.00' to the TRUE POINT OF BEGINNING; thence perpendicular to said
centerline, South 85 degrees 42 minutes 38 seconds East a distance of 50.00' to
a point; thence along a line being 425.00' east of and parallel with said
centerline, North 04 degrees 17 minutes 22 seconds East a distance of 25.00' to
a point; thence perpendicular to said centerline, South 85 degrees 42 minutes 38
seconds East a distance of 225.00' to a point; thence along a line being 650.00'
east of and parallel with said centerline, South 04 degrees 17 minutes 22
seconds West a distance of 652.17' to a point; thence perpendicular to said
centerline, North 85 degrees 42 minutes 38 seconds West a distance of 275.00' to
a point; thence along a line being 375.00' east of and parallel with said
centerline, North 04 degrees 17 minutes 22 seconds East a distance of 627.17' to
said TRUE POINT OF BEGINNING.
Said parcel of land containing 178,097 square feet or 4.089 Acres, more or less.
