EXECUTION COPY
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FIFTEENTH SUPPLEMENTAL LEASE AGREEMENT
BY AND BETWEEN
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY
AND
FEDERAL EXPRESS CORPORATION
DATED AS OF JANUARY 1, 1997
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................................................... 6
2 Granting Leasehold............................................ 6
3 Term; Delivery and Acceptance of Possession.................. 7
4 Rental........................................................ 8
5 Hazardous Substances/Waste.................................... 8
6 Lease Agreement Still in Effect; Provisions Thereof Applicable
to this Fifteenth Supplemental Lease Agreement................ 9
7 Descriptive Headings.......................................... 9
8 Effectiveness of this Fifteenth Supplemental Lease Agreement. 10
9 Execution of Counterparts.................................... 10
10 Notary....................................................... 11
11 Leased Parcel Summary........................................ 12
12 Rental Summary............................................... 14
FIFTEENTH SUPPLEMENTAL LEASE AGREEMENT
THIS FIFTEENTH SUPPLEMENTAL LEASE AGREEMENT, made and entered into as of
the first day of January, 1997, 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 on April 7, 1981 entered into a First
Supplemental Lease Agreement dated as of April 1, 1981 (the "First Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land, buildings, and equipment to be included in the Project as
defined in the Lease Agreement all as set forth therein (such additional land,
buildings, and equipment being defined therein and hereinafter referred to as
the "1981 Federal Express Project"), all as set forth therein; and
WHEREAS, the Authority and Tenant on May 6, 1982 entered into a Second
Supplemental Lease Agreement dated as of January 1, 1982 (the "Second
Supplemental Lease Agreement") so as to provide for the lease by Tenant from
Authority of additional land to be included in this Project, all as set forth
therein; and
WHEREAS, Authority and Tenant on December 9, 1982 entered into a Third
Supplemental Lease Agreement dated as of November 1, 1982 (the "Third
Supplemental Lease
3
Agreement") so as to release certain items consisting of buildings and leased
equipment in the 1981 Federal Express Project; and
WHEREAS, Authority and Tenant on September 29, 1983 entered into a Fourth
Supplemental Lease Agreement dated as of July 1, 1983 (the "Fourth Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in the Project, all as set forth therein; and
WHEREAS, Authority and Tenant on April 23, 1984 entered into a Fifth
Supplemental Lease Agreement dated as of February 1, 1984 (the "Fifth
Supplemental Lease Agreement") so as to provide for the lease by Tenant from
Authority of additional land to be included in this Project, all as set forth
therein; and
WHEREAS, Authority and Tenant on November 19, 1984 entered into a Sixth
Supplemental Lease Agreement dated as of April 1, 1984 (the "Sixth Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in this Project, all as set forth therein; and
WHEREAS, Authority and Tenant on November 19, 1984 entered into a Seventh
Supplemental Lease Agreement dated as of June 1, 1984 (the "Seventh Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in this Project, all as set forth therein; and
WHEREAS, Authority and Tenant on November 4, 1988 entered into a Eighth
Supplemental Lease Agreement dated as of July 1, 1988, (the "Eighth Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in this Project, all as set forth therein; and
4
WHEREAS, Authority and Tenant on July 12, 1989 entered into a Ninth
Supplemental Lease Agreement dated as of June 1, 1989, (the "Ninth Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in this Project, all as set forth therein; and
WHEREAS, Authority and Tenant on October 1, 1991 entered into a Tenth
Supplemental Lease Agreement dated as of October 1, 1991, (the "Tenth
Supplemental Lease Agreement") so as to provide for the lease by Tenant from
Authority of additional land to be included in this Project, all as set forth
therein; and
WHEREAS, Authority and Tenant on July 1, 1994 entered into a Eleventh
Supplemental Lease Agreement dated July 1, 1994, (the "Eleventh Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in this Project, all as set forth therein; and
WHEREAS, Authority and Tenant on July 1, 1993 entered into a Twelfth
Supplemental Lease Agreement dated July 1, 1993, (the "Twelfth Supplemental
Lease Agreement") so as to release a certain parcel of land from the 1981
Federal Express Project as described on Exhibit 1 attached thereto; and
WHEREAS, Authority and Tenant on June 1, 1995 entered into a Thirteenth
Supplemental Lease Agreement dated June 1, 1995, (the "Thirteenth Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in this Project and so as to release a certain
parcel of land from the 1981 Federal Express Project, all as set forth therein;
and
WHEREAS, Authority and Tenant on December 1, 1995 entered into a Fourteenth
5
Supplemental Lease Agreement dated January 1, 1996, (the "Fourteenth
Supplemental Lease Agreement") so as to provide for the lease by Tenant from
Authority of additional land to be included in this Project, all as set forth
therein; and
WHEREAS, the said Consolidated and Restated Lease Agreement dated as of
August 1, 1979, together with the First through the Fourteenth 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 Fifteenth
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 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
Fifteenth Supplemental Lease Agreement which are defined in the Lease Agreement,
shall, for all purposes of this Fifteenth 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
Fifteenth Supplemental Lease Agreement, the additional land
6
designated as new Lease Parcel 21 which is located on the Memphis-Shelby
County Airport Authority property situated in Memphis, Shelby County,
Tennessee, and being more particularly described as follows:
PARCEL 21
(E. TCHULAHOMA PARKING LOT)
BEING PART OF THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY (M.S.C.A.A.)
PROPERTY SITUATED IN MEMPHIS, SHELBY COUNTY, TENNESSEE AND BEING ALL OF
REVISED PARCEL 21 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
Commencing at a iron pin in the west line of Tchulahoma Road (106' R.O.W.)
at the intersection of said west line with the projected centerline of
Runway 27; thence run N 88DEG. 01'00"W with said centerline, 875.48' and
N 1DEG. 59'00"E perpendicular to said centerline, 2111.31' to the point of
beginning in the east line of said Tchulahoma Road for a northwest corner
of an "18.427" acre tract recorded under Instrument No. P7-2839, Shelby
County Register's Office (S.C.R.O.) and the southeast corner of this
parcel; thence run N 33DEG. 24'36"W with the east line of said Tchulahoma
Road, 57.95' to a point of curvature; thence run northwestwardly with said
east line and with a curve to the right having a radius of 1379.39', along
the arc, (central angle = 35DEG. 05'25", long chord bearing =N 15DEG.
51'53"W, long chord distance = 831.66') an arc distance of 844.80' to the
point of tangency; thence run N 1DEG. 40'50"E continuing with said east
line, 304.98' to a point for the southwest corner of a "20" acre tract and
the northwest corner of this parcel; thence run S 88 16'58"E with the
south line of said "20" acre tract, 796.68' to an iron pipe found for a
northwest corner of said "18.427" acre tract and the northeast corner of
this parcel; thence run S 1DEG. 34'23"W with a west line of said "18.427"
acre tract, 1130.45' to an iron pipe found for an interior corner of said
"18.427" acre tract and the southeast corner of this parcel; thence run
N 89DEG. 55'20"W with a north line of said "18.427" acre tract, 514.98'
to the point of beginning containing 19.134 acres or 833,476 square feet,
more or less.
SECTION 3. TERM; DELIVERY AND ACCEPTANCE OF POSSESSION. The terms of this
Fifteenth Supplemental Lease Agreement shall commence on 12:01 A.M. on January
1, 1997, for the land described as Parcel 21 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
deliver to Tenant sole and exclusive possession of that portion of the land,
leased hereby as of the date commencement of the term hereof, subject however,
to Authority's right-of-entry set forth in Section 21 of the Lease Agreement.
7
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 supplement lease agreements), during the term of this Fifteenth
Supplemental Lease Agreement, Tenant shall pay to the Authority in advance on
the first business day of each month $6,778.94 in equal installments beginning
January 1, 1997, a total rental payment of $81,347.26 per year, which the
parties hereto agree is based upon an aggregate of 833,476 square feet of area
at an annual rental rate of ($0.0976) per square foot.
SECTION 5. HAZARDOUS SUBSTANCES/WASTE. Since earlier studies have
identified the possibility that underground hazardous materials may be present
in the northwest portion of Parcel 21, Tenant, at its own expense, agrees to
arrange for a Phase 1 Environmental Survey on the land described as Parcel 21 by
a reputable environmental consultant to determine the existence of Hazardous
Substances. In the event that Hazard Substances are uncovered during excavation
for the construction of a parking lot, and such Hazardous Substances, as defined
herein, shall require special handling and disposal, then Authority shall grant
to Tenant a rent credit equal to the reasonable documented costs paid by Tenant
for the removal and disposal of Hazardous Substance(s) associated with Lease
Parcel 21 exclusively.
The term "HAZARDOUS SUBSTANCES," as used in this Fifteenth Supplemental
Lease Agreement, shall mean (i) any hazardous or toxic substances, materials or
wastes, including, but not limited to, those substances, materials, and wastes
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
8
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.
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 Fifteenth 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 Fifteenth Supplemental Lease Agreement are inserted for convenience of
reference only and do not constitute a part of this Fifteenth Supplemental Lease
Agreement and shall not affect the meaning, construction, interpretation or
effect of this Fifteenth Supplemental Lease Agreement.
SECTION 8. EFFECTIVENESS OF THIS SUPPLEMENTAL LEASE AGREEMENT. This
Fifteenth Supplemental Lease Agreement shall become effective at 12:01 a.m. on
January 1, 1997.
9
SECTION 9. EXECUTION OF COUNTERPARTS. This Fifteenth 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.
IN WITNESS WHEREOF, THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AND FEDERAL
EXPRESS CORPORATION have caused this Fifteenth Supplemental Lease Agreement to
be duly executed in their respective behalfs, as of the day and date first above
written.
WITNESS: MEMPHIS-SHELBY COUNTY AIRPORT
AUTHORITY
/s/ X. X. [illegible] BY: /s/ XXXXX X. XXX
-------------------------------- ---------------------------------
Title: DIRECTOR OF PROPERTIES TITLE: PRESIDENT
------------------------- -------------------------------
Approved as to Form and Legality:
/s/ R. XXXXXXX XXXXX XX.
---------------------------------------------
X. Xxxxxxx Xxxxx, Xx., Attorney for Authority
WITNESS: FEDERAL EXPRESS CORPORATION
/s/ XXX XXXX BY: /s/ XXXXXX X. XXXXX
----------------------- ------------------------------
Title: Project Coord. TITLE: Vice President
---------------- ---------------------------
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(STATE OF TENNESSEE )
(COUNTY OF SHELBY )
On this 4th day of October, 1996, 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
Feb. 23, 2000 /s/ XXX XXXXXXXX
-------------------------------- ------------------------------
Notary Public
(seal)
STATE OF TENNESSEE )
COUNTY OF SHELBY )
On this 26 day of Sept., 1996, 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 Corporation by himself as such Vice President.
MY COMMISSION EXPIRES
10-1-96 /S/ XXXXXX X. XXXXX
--------------------- ---------------------------------------
Notary Public
(seal)
11
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
32 (removed) 22.972 1,000,681 Twelfth 07/01/93
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
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PARCEL EFFECTIVE
LEASE ACRES SQUARE FEET AGREEMENT DATE
----- ----- ----------- --------- ---------
Southwest
Ramp 2.350 102,366 Eleventh 07/01/94
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
THIS SUPPLEMENT
21 19.134 833,476 Fifteenth 01/01/97
Supplemental
OPTIONS
22 3.521 153,394 Option, Expires 5/31/99
29 3.85 167,706 Option, Expires 9/30/96
ASSIGNMENTS
23 5.923 258,008 Xxxxxx Assignment,
Expires 12/31/2000
Invoice FEC
Next Increase 1/1/2001
24 9.964 434,030 Southwide Assignment
Expires 5/14/2013
Invoice FEC
Next Increase 5/15/98
26 9.532 415,213 BICO Assignment,
Expires 7/31/2021
Invoice FEC
Next Increase 8/01/96
28 10.68 465,221 Equitable Life Assignment
Expires 5/14/2013
Invoice FEC
Next Increase 5/15/98
13
RENTAL - FEDERAL EXPRESS
Effective January 1, 1997
Annual
Category Number of Rental Rate
of Space Square Feet Per Sq. Ft. Annual Rental
-------- ----------- ------------ -------------
Xxxx. X-000 1,240 1.221 $ 1,514.04
Unimproved Ground 6,285,758 0.098 616,004.28
Improved Apron 2,395,802 0.122 292,287.84
Hangar Property 72,092.67 0.903 65,099.68
Hangar Office 28,000 1.465 41,020.00
International Park 8,721,224 0.171 1,491,329.30
Former IRS Facility 2,255,137.24 1,200,000.00
------------- ------ -------------
19,755,253.91 $.1422 $3,707,255.14
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 21 833,476
-------
6,285,758
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
14
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
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
------
8,721,224
Former IRS Facility 2,255,137.24 2,255,137.24
------------------- ------------ ------------
TOTAL: 19,755,253.91
15
