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EXHIBIT 10.1    
  


EXECUTION COPY  






TWENTY-THIRD SUPPLEMENTAL LEASE AGREEMENT  


 by and between  


 MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY  


 and  


 FEDERAL EXPRESS CORPORATION  


 Dated as of March 1, 2002  


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 Thereof Applicable to this Twenty-Second Supplemental Lease Agreement	
 	

7
	

7	
 	

Descriptive Headings	
 	

7
	

8	
 	

Effectiveness of this Twenty-Second Lease Agreement	
 	

8
	

9	
 	

Execution of Counterparts	
 	

8
	

10	
 	

Summaries	
 	

8
	

 	
 	

Notary	
 	

10
	

 	
 	

Leased Parcel Summary	
 	

11
	

 	
 	

Rental Summary	
 	

13








   TWENTY-THIRD SUPPLEMENTAL LEASE AGREEMENT  


        THIS TWENTY-THIRD SUPPLEMENTAL LEASE AGREEMENT, made and entered into as of the 1ST of
March 2002, 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 15, 2001, have entered into Twenty Two 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-Second 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-Third 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-Third Supplemental Lease Agreement which are defined in the Lease Agreement, shall, for all purposes of this Twenty-Third
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-Third Supplemental Lease Agreement, the additional land containing approximately 6 acres located on the Graber parcel, approximately 19.6 acres located on the 12/02 West Ramp
expansion and approximately 44 acres on the A380 Ramp area. 


        SECTION
3.    Term; Delivery and Acceptance of Possession.    The term of this Twenty-Third
Supplemental Lease Agreement shall commence at 12:01 A.M. on March 1, 2002, 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-Third 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-Third Supplemental Lease Agreement, Tenant shall
pay to the Authority in advance on the first business day of each month $1,793.18 in equal installments beginning March 1, 2002 or date of beneficial occupancy of Parcel 23 (Graber), whichever
occurs first, a total rental payment of $21,518.17 per year, which the parties hereto agree is based upon an aggregate of 261,460.18 square feet of area at an annual rental rate of ($0.0823) per
square foot. Tenant will begin rental payments for Parcel 12/02 West Ramp Expansion to the Authority in advance on the first day of each month in the amount of $8,708.04 in equal installments
beginning December 1, 2002 or date of beneficial occupancy, whichever occurs first, a total of rental payments of $104,496.54 per year, which
the parties hereto agree is based upon an aggregate of 856,529 square feet of the area at an annual rental rate of ($0.1220) per square foot. 


        Tenant
will begin rental payments for Parcel A380 Ramp to the Authority in advance of the first day of each month in the amount of $19,316.73 in equal installments beginning
December 31, 2006 or date of beneficial occupancy whichever occurs first, at total rental payment of $231,800.73 per year, which the parties hereto agree is based upon an aggregate of 1,900,006
square feet of the area at an annual rental rate of ($0.1220) per square feet. 


        The
rental rate for all parcels will increase subject to terms and conditions of the consolidated and restated lease agreement dated August 1, 1979. 


5





 

        SECTION
5.    Hazardous Substances/Waste.    Tenant agrees to take the Graber 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 12/02 West Ramp Expansion and A380 Ramp, 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 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 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-Third Supplemental Lease Agreement, shall mean any hazardous or toxic substances,
materials or wastes, including, but not 


6





 

limited
to, those substances, materials, and wastes (i) listed in the United States Department of Transportation Hazardous Materials Table (49 CFR § 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. § 1251 et seq. (33 U.S.C. § 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. § 1317,
(iii) defined as a "Hazardous Waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (42 U.S.C. §
6903), or (iv) defined as "Hazardous Substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.§ 9601,
et seq. 42 U.S.C. § 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 Twenty-Third 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-Third Supplemental Lease Agreement are inserted for convenience of reference only and do not constitute a part of this Twenty-Third Supplemental Lease Agreement and shall not affect the 


7





 

meaning,
construction, interpretation or effect of this Twenty-Third Supplemental Lease Agreement. 


        SECTION
8.    Effectiveness of this Supplemental Lease Agreement.    This Twenty-Third
Supplemental Lease Agreement shall become effective at 12:01 a.m. on March 1, 2002. 



        SECTION
9.    Execution of Counterparts.    This Twenty-Third 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. 


8









   
        IN WITNESS WHEREOF, THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AND FEDERAL EXPRESS CORPORATION have caused this Twenty-Third 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/  PAT STANFILL      
	
 	

BY:	

/s/  LARRY D. COX      

	TITLE: Executive Assistant	 	TITLE:	President and CEO
	

Approved as to Form and Legality:	
 	

 	

 
	

/s/  R. GRATTAN BROWN, JR.      
 R. Grattan Brown, Jr., Attorney	
 	

 	

 
	

WITNESS:	
 	
FEDERAL EXPRESS CORPORATION

A DELAWARE CORPORATION
	

/s/  GLORIA E. OWENS      
	
 	

BY:	

/s/  GRAHAM R. SMITH      

	TITLE: Project Coordinator	 	TITLE:	Vice President




9





 


	(STATE OF TENNESSEE	 	)	 	 
	(COUNTY OF SHELBY	 	)	 	 





        On
this 10th day of October, 2001, before me appeared Larry D. Cox, 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 



	

January 20, 2004	

/s/  PAT STANFILL      
Notary Public





(seal)




	(STATE OF TENNESSEE	 	)	 	 
	(COUNTY OF SHELBY	 	)	 	 





        On
this 30th day of September, 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 



	

August 13, 2003	

/s/  GLORIA E. OWENS      
Notary Public





(seal)



10






   FEDERAL EXPRESS LEASED PARCELS SUMMARY  



	PARCEL LEASE
 
	 	ACRES
	 	SQUARE FEET
	 	AGREEMENT
	 	EFFECTIVE

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 Ramp	 	2.350	 	102,366	 	Eleventh Supplemental	 	07/01/94




11





 


	PARCEL LEASE
 
	 	ACRES
	 	SQUARE FEET
	 	AGREEMENT
	 	EFFECTIVE

DATE

	PREVIOUS SUPPLEMENT
	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 Expansion	 	19.917	 	867,583	 	Nineteenth Supplemental	 	09/01/98
	Centerline November	 	13.206	 	575,253.36	 	Twentieth Supplemental	 	12/01/00
	Taxilane 700	 	4.706	 	204,975	 	Twenty-First Supplemental	 	05/15/00
	Taxilane 700 Extension	 	3.052	 	132,951	 	Twenty-Second Supplemental	 	03/15/01
	West Ramp Aircraft/GSE Expansion	 	8.408	 	366,242	 	Twenty-Second Supplemental	 	03/15/01
	
THIS SUPPLEMENT
	

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
	
OPTIONS
	

22B (South)	
 	

3.310	
 	

144,200	
 	

Option, Expires 5/31/04	
 	

 
	29	 	3.85	 	167,706	 	Option, Month/Month	 	 




12





 


	PARCEL LEASE
 
	 	ACRES
	 	SQUARE FEET
	 	AGREEMENT
	 	EFFECTIVE

DATE

	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
March 1, 2002 



	Category Of Space
 
	 	Number of

Square Feet
	 	Annual

Rental Rate

Per Sq. Ft.
	 	Annual Rental

	Parcel 23 (Graber)	 	261,460.18	 	0.0823	 	$	21,518.17
	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	 	—	 	$	1,200,000.00
	 	 	
	 	
	 	

	 	 	22,899,362.05	 	5.0566	 	$	4,793,460.83




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
	
Unimproved Ground	
 	

Parcel 1	
 	

130,900	
 	

 
	 	 	Parcel 2	 	50,000	 	 
	 	 	Parcel 3	 	192,400	 	 
	 	 	Parcel 4	 	32,540	 	 
	 	 	Parcel 6	 	89,700	 	 




13





 
BREAKDOWN OF SPACE  



	 
	 	 
	 	Sq. Ft.
	 	Sq. Ft.

	 	 	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	 	 
	 	 	 	 	 	 	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




14





 
BREAKDOWN OF SPACE  



	 
	 	 
	 	Sq. Ft.
	 	Sq. Ft.

	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
	
 	

 

	12/02 West Ramp Expansion	 	856,529	 	12/01/02	 	 
	A380 Ramp	 	1,900,006	 	12/31/06	 	 
	 	 	 	 	 	 	2,756,535
	

 	
 	
TOTAL:	
 	

 	
 	

25,655,892.45




15






[Pickering Firm, Inc. letterhead]  


PAGE
ONE 


JANUARY
2, 2002 


LEGAL
DESCRIPTION 


BEING
A LEGAL DESCRIPTION OF PART OF THE MEMPHIS AND SHELBY COUNTY AIRPORT AUTHORITY PROPERTY, SAID PART TO BE KNOWN FOR THE PURPOSES OF THIS DESCRIPTION AS THE SUBJECT-LEASE PROPERTY, ALL BEING
SITUATED IN MEMPHIS, SHELBY COUNTY, TENNESSEE AND SAID SUBJECT-LEASE PROPERTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: 


BEGINNING
AT THE REFERENCED POINT OF BEGINNING FOR PARCEL "G" SHOWN ON THE "LEASE AREA SURVEY" PERFORMED BY TOLES AND ASSOCIATES DATED JANUARY 13, 1999, SAID POINT OF BEGINNING FOR PARCEL G" BEING
DESCRIBED AS A POINT LYING NORTH 17 DEGREES 35 MINUTES 11 SECONDS WEST—3234.61 FEET FROM AIRPORT (MEMPHIS INTERNATIONAL AIRPORT) CONTROL POINT NUMBER 12 ON SAID TOLES AND ASSOCIATES
SURVEY; THENCE ALONG THE PERIMETER OF SAID TOLES LEASE SURVEY THE FOLLOWING METES AND BOUNDS: SOUTH 87 DEGREES 53 MINUTES 30 SECONDS EAST—143.76 FEET; THENCE NORTH 65 DEGREES 49 MINUTES 29
SECONDS EAST—208.39 FEET; THENCE SOUTH 87 DEGREES 54 MINUTES 56 SECONDS EAST ALONG SAID TOLES LEASE SURVEY AND THE EASTWARDLY PROJECTION THEREOF-412.17 FEET; THENCE SOUTH 01 DEGREES 55
MINUTES 14 SECONDS WEST—19.31 FEET; THENCE SOUTH 88 DEGREES 04 MINUTES 46 SECONDS EAST—20.00 FEET; THENCE SOUTH 01 DEGREES 55 MINUTES 14 SECONDS WEST—40.00 FEET;
THENCE SOUTH 88 DEGREES 04 MINUTES 46 SECONDS EAST—20.00 FEET; THENCE SOUTH 01 DEGREES 55 MINUTES 14 SECONDS WEST- 20.71 FEET; THENCE SOUTH 88 DEGREES 01 MINUTES 41 SECONDS
EAST—39.20 FEET; THENCE SOUTH 01 DEGREES 56 MINUTES 39 SECONDS WEST—25.00 FEET TO THE NORTHERLY LINE OF AN EXISTING LEASE AREA SURVEYED BY ALLEN AND HOSHALL; THENCE ALONG THE
PERIMETER OF SAID ALLEN AND HOSHALL SURVEY THE FOLLOWING METES AND BOUNDS: NORTH 88 DEGREES 03 MINUTES 21 SECONDS WEST—200.00 FEET; THENCE SOUTH 01 DEGREES 56 MINUTES 39 SECONDS
WEST—467.58 FEET TO THE NORTHERLY LINE OF AN EXISTING LEASE AREA SURVEYED BY ALLEN AND HOSHALL; THENCE ALONG THE PERIMETER OF SAID ALLEN AND HOSHALL SURVEY THE FOLLOWING METES AND BOUNDS:
NORTH 85 DEGREES 42 MINUTES 38
SECONDS WEST—FEET TO THE EASTERLY LINE OF AN EXISTING LEASE AREA SURVEYED BY FISHER AND ARNOLD; THENCE ALONG THE PERIMETER OF SAID FISHER AND ARNOLD SURVEY THE FOLLOWING METES AND BOUNDS:
NORTH 04 DEGREES 17 MINUTES 22 SECONDS EAST—74.94 FEET; THENCE NORTH 85 DEGREES 42 MINUTES 38 SECONDS WEST—299.97 FEET; THENCE SOUTH 04 DEGREES 17 MINUTES 22 SECONDS
WEST—473.94 FEET TO THE NORTHERLY LINE OF AN EXISTING LEASE AREA SURVEYED BY ALLEN AND HOSHALL; THENCE ALONG THE PERIMETER OF SAID ALLEN AND HOSHALL SURVEY THE FOLLOWING METES AND BOUNDS:
NORTH 85 DEGREES 42 MINUTES 38 SECONDS WEST—250.43 FEET; THENCE SOUTH 04 DEGREES 17 MINUTES 22 SECONDS WEST—100.00 FEET; THENCE NORTH 85 DEGREES 42 MINUTES 38 SECONDS
WEST—25.00 FEET; THENCE SOUTH 04 DEGREES 17 MINUTES 22 SECONDS WEST—25.00 FEET; THENCE NORTH 85 DEGREES 42 MINUTES 38 SECONDS WEST ALONG SAID NORTHERLY LINE AND ALONG THE
WESTWARDLY PROJECTION THEREOF—440.21 FEET; THENCE NORTH 02 DEGREES 28 MINUTES 51 SECONDS EAST—225.15 FEET; THENCE NORTH 85 DEGREES 43 MINUTES 39 SECONDS WEST—222.72
FEET; THENCE NORTH 32 DEGREES 43 MINUTES 09 SECONDS EAST—319.35 FEET; THENCE SOUTH 85 DEGREES 42 MINUTES 38 SECONDS EAST—142.70 FEET; THENCE SOUTH 04 DEGREES 17 MINUTES 22
SECONDS WEST—0.50 FEET; THENCE SOUTH 85 DEGREES 39 MINUTES 14 SECONDS EAST—160.21 FEET; THENCE NORTH 66 DEGREES 32 MINUTES 48 SECONDS EAST—337.93 FEET; THENCE NORTH
04 DEGREES 20 MINUTES 46 SECONDS EAST—192.85 FEET; THENCE NORTH 33 DEGREES 43 MINUTES 54 SECONDS EAST—270.31 FEET TO THE SAID PERIMETER OF SAID 


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PAGE
TWO 


TOLES
SURVEY; THENCE SOUTH 23 DEGREES 34 MINUTES 43 SECONDS EAST ALONG SAID TOLES SURVEY—15.08 FEET; THENCE SOUTH 44 DEGREES 48 MINUTES 55 SECONDS EAST (LEAVING SAID TOLES
SURVEY)—55.41 FEET; THENCE SOUTH 33 DEGREES 43 MINUTES 54 SECONDS WEST—233.59 FEET; THENCE SOUTH 04 DEGREES 20 MINUTES 46 SECONDS WEST—140.90 FEET; THENCE NORTH 66
DEGREES 24 MINUTES 13 SECONDS EAST—140.12 FEET; THENCE NORTH 04 DEGREES 17 MINUTES 22 SECONDS EAST—7.36 FEET; THENCE NORTH 85 DEGREES 42 MINUTES 38 SECONDS
WEST—6.50 FEET; THENCE NORTH 04 DEGREES 17 MINUTES 22 SECONDS EAST—4.50 FEET; THENCE SOUTH 85 DEGREES 42 MINUTES 38 SECONDS EAST—6.50 FEET; THENCE NORTH 04 DEGREES
17 MINUTES 22 SECONDS EAST—142.13 FEET; THENCE SOUTH 85 DEGREES 42 MINUTES 02 SECONDS EAST—89.39 FEET; THENCE NORTH 04 DEGREES 02 MINUTES 23 SECONDS EAST—233.31
FEET TO SAID PERIMETER OF TOLES SURVEY; THENCE NORTH 66 DEGREES 51 MINUTES 42
SECONDS EAST ALONG SAID TOLES SURVEY—35.36 FEET; THENCE SOUTH 02 DEGREES 33 MINUTES 48 SECONDS EAST (LEAVING SAID TOLES SURVEY)—186.79 FEET TO THE POINT OF BEGINNING. 



CONTAINING
856,529 SQUARE FEET OR 19.663 ACRES, MORE OR LESS. 


BEARINGS
ARE RELATIVE TO AIRPORT GRID NORTH. 


(Seal) 


/s/
JOHN R. ARMSTRONG 


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Real Estate Appraisers—Land Surveyors  


 DESCRIPTION OF A 43.6181 ACRE TRACT  


 July 31, 2002  


Description
of a 43.6181 acre tract located on the north side of Winchester Road, east side of the Fed-Ex lease area known as Hangar 11 and 12, south of Taxiway "A", and vest
of the MSCAA Maintenance Facility. 


Beginning
at a set iron pin located in the north right-of-way of Winchester Road being 3.59 feet east of the southeast corner of the MSCAA property as recorded in Instrument KF
4024 also being the southeast corner of Lot 1 of Wayside Subdivision as recorded in Plat Book 16, Page 61, thence northwestwardly along the north right-of-way line of
Winchester Road (99 feet wide), North 85 degrees 19 minutes 41 seconds West, passing the southeast corner of the Memphis-Shelby County Airport Authority
property as previously described at 3.59 feet but in all 77.14 feet to an angle point being a point of curve along the east right-of-way for Morris Road as recorded in Plat
Book 16, Page 61 in the Register's Office of Shelby County, thence continuing along the north line of Winchester, North 85 degrees 45 minutes 02 seconds West, a distance of 107.78 feet
to an angle point being the end of a curve along the west right-of-way line of Morris Road, thence continuing along said north line of Winchester Road, North 85 degrees 50
minutes 15 seconds West, a distance of 479.66 feet to an angle point, thence along said north line, North 85 degrees 40 minutes 54 seconds West, a distance of 814.69 feet to an angle point,
thence continuing along said line, North 84 degrees 40 minutes 49 seconds West, a distance of 261.48 feet to the southwest corner of this tract, also being the southeast corner of the
Fed-Ex Lease Area for Hangar 11 & 12, thence northeastwardly along the west line of this tract, also being an east line of the Fed-Ex Hangar 11 & 12
lease area, North 4 degrees 40 minutes 00 seconds East, a call and measure of 623.21 feet to an angle point, thence continuing along the afore described line, North 49 degrees 40 minutes 56
seconds East, a call and measure of 301.48 feet to an angle point, thence along said line, North 40 degrees 19 minutes 04 seconds West, a call of 418.36 feet but a measure of 417.17 feet to the
northeast corner of the Fed-Ex Hangar 11 & 12 lease area and the northwest corner of this tract, thence southeastwardly along the north line of this 43.6181 acre tract, South
85 degrees 43 minutes 01 second East, being 191.0 feet south and parallel to the centerline of Taxiway "A", a distance of 1598.83 feet to a set iron pin being the northeast corner of said
tract, 


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thence
southeastwardly along said east line, South 44 degrees 04 minutes 43 seconds East, being approximately 10 feet southwest and parallel to the south edge of a service road leading to the MSCAA
Grounds Maintenance Facility as located on March 17 2002, a distance of 258.02 feet to a set iron pin being an angle point, thence southwestwardly along an said east line, South 02 degrees 54
minutes 36 seconds West, and following the general alignment of a chain link fence as located on March 17, 2002, a distance of 965.44 feet to the point of beginning and containing by
calculation 43.6181 acres or 1,900,006 square feet. 



However,
the area of the above tract contains the dedicated right-of-way of Morris Road as recorded in Plat Book 16, Page 61 in the Register's Office of Shelby County,
Tennessee. The area of the Morris Road right-of-way is approximately 32,986 square feet. 


       




/s/
VAN E. BOALS            Public Land Surveyor, TN License No. 613 



Van
E. Boals 


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MEMPHIS INTERNATIONAL AIRPORT

MEMPHIS, TENNESSEE

LEASE AREA

NORTH CENTRAL AIRPORT PROPERTY

PARCEL A  


 July 20, 1970  


        A 6 tract of land in the north central portion of the Memphis International Airport property being more particularly described as follows; 




Beginning
at a point, said point being the southeast corner of the Tennessee Air National Guard property, 129.42 feet north of the centerline of K. W. Sparnkel Avenue; thence
N 30°03' W along the east property line of the Tennessee Air National Guard property a distance of 453.16 feet to a point; thence N 84°30' E a distance of 444.17
feet to a point, said point being in the west line of B Street East; thence S 5°39' E along the west line of B Street East a distance of 587.73 feet to a point, said
point being the intersection of the west line of B Street East and the north line of K. W. Sparnkel Avenue; thence S 88° 25' W along the north line of
K. W. Sparnkel Avenue a distance of 471.07 feet to a point; thence N 3°0' W along a line a distance of 102.92 ft. to the point of beginning. 




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EXHIBIT 10.1