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Published: 2008-03-26

Memphis-Shelby County Airport (Memphis-Shelby, TN) Lease Agreement - Memphis-Shelby County Airport Authority and Federal Express Corp.



                                 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.


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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.......................................... 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
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 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 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 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 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 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 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 10 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 Eleventh 07/01/94 Ramp 2.350 102,366 Supplemental
10 11
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 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
11 12 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 November 1, 2001
Annual Category Number of Rental Rate of Space Square Feet Per Sq. Ft. Annual Rental -------- ----------- ----------- ------------- 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
BREAKDOWN OF SPACE
Sq. Ft. Sq. Ft. ------- ------- 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
12 13 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
13 14
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
14 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 16 [ Survey of Lease Parcel 1 ] EXHIBIT "A" 2 OF 4 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 18 [ Survey of Lease Parcel 2 ] EXHIBIT "A" 4 OF 4