Twenty-Fourth Supplemental Lease Agreement between Memphis-Shelby County Airport Authority and Federal Express Corporation (May 1, 2003)

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Summary

This agreement is a supplement to a long-term lease between the Memphis-Shelby County Airport Authority and Federal Express Corporation. It grants FedEx the right to lease an additional 4.089 acres of land at the airport's West Ramp for use and improvements, starting May 1, 2003, and ending with the main lease's expiration in August 2012. FedEx will pay monthly rent for the new parcel and is responsible for handling any hazardous substances found, with rent credits available for remediation costs. The agreement amends and incorporates terms from the original lease.

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EX-10.25 3 a2114486zex-10_25.txt EXHIBIT 10.25 EXHIBIT 10.25 EXECUTION COPY ================================================================================ 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. ================================================================================ 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 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 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. 4 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 5 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. 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 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. 7 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/ RICHARD V. WHITE BY: /s/ LARRY D. COX - ----------------------------- ---------------------------------------- TITLE: Director of Properties TITLE: President Approved as to Form and Legality: /s/ R. GRATTAN BROWN, JR. - ------------------------------- R. Grattan Brown, Jr., Attorney WITNESS: FEDERAL EXPRESS CORPORATION A Delaware Corporation /s/ MARILYN JONES BY: /s/ WILEY JOHNSON, JR. - -------------------------- ---------------------------------------- TITLE: Project Coordinator TITLE: Managing Director, Real Estate and Airport Development 8 (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 Wiley Johnson, Jr., 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/ MARILYN JONES ------------------- Notary Public (seal) 9 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 (GRABER) 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 (Graber) 261,460.18 0.0823 $ 21,518.17 Bldg. T-376 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. ------- ------- Graber Parcel 23 261,460.18 261,460.18 BLDG. T-376 Parcel 4 1,240 1,240
12 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 ---------- 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 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 ------------
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
14 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.