Exhibit 10.1


 


EXECUTION COPY


 


 




 





TWENTY- SIXTH SUPPLEMENTAL LEASE AGREEMENT


 


by and between


 


MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY


 


 


and


 


FEDERAL EXPRESS CORPORATION


 


Dated as of September 1, 2005


 


 


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

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Lease Agreement Still in Effect; Provisions There of Applicable to
  this Twenty-Sixth Supplemental Lease Agreement

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Descriptive Headings 

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Effectiveness of this Twenty-Sixth Lease Agreement

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Execution of Counterparts

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Summaries

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary 

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leased Parcel Summary

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Rental Summary 

  	
   

  	
  12

  



 

















 


TWENTY-SIXTH SUPPLEMENTAL LEASE AGREEMENT


 


THIS TWENTY-SIXTH SUPPLEMENTAL LEASE
AGREEMENT, made and entered into as of the 1st of
September 2005, 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 April 1,
2005, have entered into Twenty Five 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-Fifth
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 add certain property currently leased to Tenant on a
month-to-month basis referred to as AMR Combs-North Complex and certain land
associated therewith containing approximately 850,996 square feet;and


 


WHEREAS, Authority and Tenant have also agreed to add additional land
containing approximately 22,651 square feet; and


 


3

















 


WHEREAS, Authority and Tenant have also agreed
to add additional unimproved land containing approximately 465,874 square feet.


 


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–Sixth Supplemental Lease
Agreement which are defined in the Lease Agreement, shall, for all purposes of
this Twenty-Sixth 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-Sixth Supplemental Lease Agreement, the additional lands described in Exhibit “A”
attached hereto and containing approximately 873,647 square feet or 20.0562
acres, and described in Exhibit “B” attached hereto containing
approximately 465,874 square feet or 10.695 acres.


 


SECTION 3.           Term; Delivery and Acceptance of Possession.   The
term of this Twenty-Sixth Supplemental Lease Agreement shall commence as
outlined in Section 4 for the land described in Exhibits “A” and  “B” and shall expire at such time as the
Consolidated and Restated Lease Agreement dated August 1, 1979 shall
expire, to-wit:  August 31, 2012 or
upon such earlier termination, extension or otherwise as provided therein.


 


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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-Sixth
Supplemental Lease Agreement, Tenant shall pay to the Authority in advance on
the first business day of each month equal rental installments as follows:


 


	
  Beginning September 1, 2005

  	
   

  	
  Monthly Rental

  	
   

  	
  Annual Rental

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  873,647 sq.
  ft.

  	
   

  	
  $

  	
  24,172.50

  	
   

  	
  $

  	
  290,070.00

  	
   

  
								



 


The rental rate shall be adjusted upward by
fifteen (15%) for this leased area on February 1, 2008.


 


	
  Beginning January 1, 2007

  	
   

  	
  Monthly Rental

  	
   

  	
  Annual Rental

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  465,874 sq.
  ft.

  	
   

  	
  $

  	
  6,696.94

  	
   

  	
  $

  	
  80,363.30

  	
   

  
								



 


The rental rate shall be adjusted upward by
twenty-five (25%) every five (5) years in accordance with the Base Lease
Agreement.


 


SECTION 5.           Hazardous Substances/Waste.   Tenant agrees to take the above parcels
included in this Supplement 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 Exhibits “A” & “B”, and those “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


 


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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 Exhibits “A” & “B”.


 


The term “Hazardous Substances”,
as used in this Twenty-Sixth 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 § 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


 


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“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-Sixth 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-Sixth Supplemental Lease
Agreement are inserted for convenience of reference only and do not constitute
a part of this Twenty-Sixth Supplemental Lease Agreement and shall not
affect  meaning, construction,
interpretation or effect of this Twenty-Sixth Supplemental Lease Agreement.


 


SECTION 8.           Effectiveness of this Supplemental Lease Agreement.   This
Twenty-Sixth Supplemental Lease Agreement shall become effective as described
in Section 4.


 


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


 


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IN
WITNESS WHEREOF, THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AND FEDERAL
EXPRESS CORPORATION have caused this Twenty-Sixth 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 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/ GRAHAM R. SMITH

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TITLE: Project Coordinator

  	
   

  	
  TITLE:

  	
  Vice President, Properties and Facilities

  
									



 


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(STATE OF TENNESSEE)


(COUNTY OF SHELBY)


 


On
this 30th day of January, 2006 before me appeared Larry 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

  	
   

  
	
   

  	
   

  
	
  September 19,
  2007

  	
  /s/ SHAWNITA
  L. NEELY

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
  (seal)

  	
   

  



 


 


(STATE OF TENNESSEE)


(COUNTY OF SHELBY)


 


On
this 24th day of January, 2006 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

  	
   

  
	
   

  	
   

  
	
  September 19,
  2007

  	
  /s/ MARILYN
  JONES

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
  (seal)

  	
   

  



 


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[Attachments]


 


 


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