EX-101 INSTANCE DOCUMENT

Exhibit 10.5

FIFTH AMENDMENT

to the

COMPOSITE LEASE AGREEMENT

By and Between

MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY

and

FEDERAL EXPRESS CORPORATION

Effective as of January 1, 2013

FIFTH AMENDMENT

TO THE COMPOSITE LEASE AGREEMENT

This Fifth Amendment, effective the 1st day of January 2013, is made and entered into by and between MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY (herein referred to as “Authority”), a body politic and corporate, organized and existing under the laws of the State of Tennessee, and FEDERAL EXPRESS CORPORATION (herein 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 (Authority and Tenant are collectively referred to as “Parties”).

W I T N E S S E T H:

WHEREAS Authority and Tenant executed an instrument entitled “Composite Lease Agreement” with an effective date of January 1, 2007 (that instrument, as previously amended by First Amendment to the Composite Lease Agreement intended to be effective as of September 1, 2008, by Second Amendment to the Composite Lease Agreement intended to be effective as of June 1, 2009, by Third Amendment to the Composite Lease Agreement intended to be effective as of July 1, 2009, and by Fourth Amendment to the Composite Lease Agreement intended to be effective as of December 15, 2011, being herein called the “Composite Lease Agreement”); and

WHEREAS Authority and Tenant intended the Composite Lease Agreement to represent each of 23 separate lease agreements between the Parties (later increased to 25) and showed the differences among the 23 (later 25 leases) by attaching to the Composite Lease Agreement as Exhibit A, a schedule that identified each parcel of real property Authority leased to Tenant, the portion of the Term (as defined in the Composite Lease Agreement) during which the lease of each parcel will be in effect, and the rent that Tenant pays to Authority for each parcel; and

WHEREAS the Parties wish to amend the Composite Lease Agreement to enlarge Parcels 2 and 3 identified in the Composite Lease Agreement, which enlargements will add approximately 47,088 square feet of unimproved property to the premises demised to Tenant by virtue of the Composite Lease Agreement.

NOW, THEREFORE, for and in consideration of the 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 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 Fifth Amendment that are defined in the Composite Lease Agreement shall have the respective meanings given to them in the Composite Lease Agreement for all purposes of this Fifth Amendment.

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SECTION 2. Modification of Composite Lease and Applicable Rent. Effective as of January 1, 2013, the Parties add the unimproved property identified as Tract 1 and described in the attached Exhibit 1 to the Parcel 2 Legal Description included as part of Exhibit A to the Composite Lease Agreement, and add the unimproved property identified as Tract 2 and described in the attached Exhibit 2 to the Parcel 3 Legal Description included as part of Exhibit A of the Composite Lease Agreement. The effect of the foregoing additions will be to add 44,344 square feet of unimproved property to Parcel 2 and to add 2,744 square feet of unimproved property to Parcel 3. The additional areas added to Parcels 2 and 3 by virtue of the foregoing are depicted on the attached Exhibit 3. At any time on or after January 1, 2013, Tenant may take possession of those additional areas and use and improve them subject to the terms and conditions of the Composite Lease Agreement.

The Parties also substitute the rent table attached to this Amendment for the table included as part of Exhibit “A” to the Composite Lease Agreement. The substitution of that table will accomplish the following:

(a) Effective as of November 1, 2013, the annual rent for Parcel 2 will increase by an amount equal to the product achieved by multiplying 44,344 square feet by the annual rental rate that the Authority then charges for unimproved property at the Airport and the annual rent for Parcel 3 will increase by an amount equal to the product achieved by multiplying 2,744 square feet by that annual rental rate. As a result, assuming that, on the July 1, 2013 Rent Adjustment Date, the annual rental rate that the Authority charges for unimproved property at the Airport increases by thirteen percent (13%), the combined annual rent payable for Parcels 2 and 3 will increase as of November 1, 2013, by $10,142.76, which annual increase will be payable in monthly installments of $845.23 per month.

b) The rent, as adjusted in accordance with the foregoing, will continue to be subject to adjustment in accordance with the terms of Section 2.03(a)(i) of the Composite Lease Agreement.

SECTION 3. Remainder of Composite Lease in Effect. All other terms, provisions, conditions, covenants and agreements of the Composite Lease shall continue in full force and effect.

SECTION 4. Effective Dates of this Fifth Amendment. This Fifth Amendment becomes effective as of January 1, 2013, and the rent increase becomes effective November 1, 2013.

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Fifth Amendment to the Composite Lease Agreement.

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Approved as to Form and Legality:

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EXHIBIT 1

FIFTH AMENDMENT

TO THE COMPOSITE LEASE

TRACT 1

Property Description to be added to Parcel 2 Legal Description

Being 1.018 acres of land contained entirely within Memphis-Shelby County Airport Authority (MSCAA) property located in the City of Memphis, Shelby County, Tennessee, and being more particularly described by metes and bounds as follows:

Tract 1:

Commencing at the centerline intersection of Taxiway November and Taxilane 800; thence along the existing centerline of Taxilane 800 South 85° 42’ 35” East, a distance of 174.91 feet to a point; thence leaving said existing centerline perpendicularly North 04° 17’ 25” East, a distance of 430.21 feet to a point (said point being the southwest corner of DECO 6 Ramp Lease Area 2A – Twenty-Sixth Supplemental Lease Agreement); thence along the west line of said Lease Area 2A North 04° 13’ 57” East, a distance of 574.26 feet to the northwest corner of said DECO 6 Ramp Lease Area 2A; thence along the north line of said DECO 6 Ramp Lease Area 2A South 85° 42’ 43” East, a distance of 97.09 feet to the TRUE POINT OF BEGINNING; thence along the west edge of the proposed ramp North 04° 17’ 17” East, a distance of 56.95 feet to a point; thence continuing along said west edge of proposed ramp North 31° 51’ 47” East, a distance of 25.55 feet to a point; thence continuing along said west edge of proposed ramp North 58° 08’ 13” West, a distance of 13.42 feet to a point; thence continuing along said west edge of proposed ramp North 31° 51’ 47” East, a distance of 16.87 feet to a point; thence continuing along said west edge of proposed ramp South 58° 08’ 13” East, a distance of 13.42 feet to a point; thence continuing along said west edge of proposed ramp North 31° 51’ 47” East, a distance of 95.97 feet to a point, said point being the northwest corner of the proposed ramp expansion; thence along the proposed north edge of ramp South 85° 42’ 43” East, a distance of 161.67 feet to a point, said point being on the west line of the “AMR North Complex Lease Agreement” by and between MSCAA and the Federal Express Corporation dated as of January 13, 1999; thence along said west line of the of the area as described in the “AMR North Complex Lease Agreement” South 23° 36’ 15” East, a distance of 132.46 feet to a point, said point being the intersection of “AMR North Complex” west line with the north line of the DECO 6 Ramp Lease Area 2A; thence along the north line of the DECO 6 Ramp Lease Area 2A South 04° 17’ 17” West, a distance of 62.55 feet to a point; thence continuing along said north line North 85° 42’ 43” West, a distance of 285.00 feet to the POINT OF BEGINNING and containing 1.018 acres.

EXHIBIT 2

FIFTH AMENDMENT

TO THE COMPOSITE LEASE

TRACT 2

Property Description to be added to Parcel 3 Legal Description

Being 0.063 acres of land contained entirely within Memphis-Shelby County Airport Authority (MSCAA) property located in the City of Memphis, Shelby County, Tennessee, and being more particularly described by metes and bounds as follows:

Tract 2:

Commencing at the centerline intersection of Taxiway November and Taxilane 800; thence along the existing centerline of Taxilane 800 South 85° 42’ 35” East, a distance of 174.91 feet to a point; thence leaving said existing centerline perpendicularly North 04° 17’ 25” East, a distance of 430.21 feet to the TRUE POINT OF BEGINNING (said point being the southwest corner of DECO 6 Ramp Lease Area 2A); thence along the north edge of existing lease agreement #23 South 66° 31’ 16” West, a distance 12.87 feet to a point; thence continuing along said north line North 85° 41’ 13” West, a distance of 48.59 feet to a point; thence leaving said north line along proposed west asphalt edge North 04° 13’ 06” East, a distance of 46.36 feet to a point; thence along the north edge of proposed asphalt South 85° 41’ 13” East, a distance of 60.00 feet to a point, said point being on the west line of said DECO 6 Ramp Lease Area 2A; thence along said west line of said DECO 6 Ramp Lease Area 2A South 04° 13’ 55” West, a distance of 40.47 feet to the POINT OF BEGINNING and containing 0.063 acres.

EXHIBIT 3

FIFTH AMENDMENT

TO THE COMPOSITE LEASE

[DIAGRAM]

EXHIBIT A to the Composite Lease Agreement as amended by the Fifth Amendment dated January 1, 2013

FEDERAL EXPRESS CORPORATION

2003 CORPORATE AVENUE-B3

MEMPHIS, TN 38132

Note 1:

Note 2: In accordance with the Second Amendment to the Composite Lease Agreement, Parcel 10 will not be part of the demised premises between May 1, 2010, and December 31, 2011, and no rent will be payable with respect to that Parcel during that time period.

Note 3: Refer to Section 2.03(a)(i) of the Composite Lease Agreement for a further description of the rent adjustment summarized in this column.

Note 4: The Effective Date is subject to the operation and effect of Section 1.04(b) of the Composite Lease Agreement. When the Effective Date occurs, the rent for Parcel 18A will be calculated based upon a rental rate of $1.26 per square foot of building footprint area.

Note 5: The Effective Date is subject to the operation and effect of Section 1.04(b) of the Composite Lease Agreement. When the Effective Date occurs, the rent for Parcel 24 will be calculated based upon a rental rate of $1.26 per square foot of building footprint area.

Note 6: For Parcels 6, 7, and 8, the monthly rent for each is an amount previously agreed upon by the Parties, and is not calculated on any applicable current rate.

Note 7: Section 2.03(a)(i) of the Composite Lease Agreement will govern the escalation of the rent for Parcel 6 beginning July 1, 2018.

Note 8: In accordance with the terms of the 4th Amendment to the Composite Lease, rent for Parcel 25 began to accrue March 1, 2012 at the rate of $0.1906

Note 9: In accordance with the terms of the 5th Amendment to the Composite Lease, rent for the unimproved property that the 5th Amendment adds to Parcels 2 and 3 will begin to accrue on November 1, 2013 at the July 1, 2013 rental rate for unimproved property. (See Notes 3 and 7)