EX-10.3





 Exhibit 10.3 
  





 
  
  

THIRTEENTH AMENDMENT 

to the 
 COMPOSITE LEASE
AGREEMENT 
 By and Between 

MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY 

and 
 FEDERAL EXPRESS
CORPORATION 
 Effective as of July 26, 2021 
  

 
  













 



 
  

 THIRTEENTH AMENDMENT 

TO THE COMPOSITE LEASE AGREEMENT 

This THIRTEENTH Amendment is made and entered into as of the     26th     day of
            July            , 2021, by and between MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY (herein referred to as
“Authority” or “Sponsor”), 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” or “Contractor”), a
corporation duly organized and existing under the laws of the State of Delaware. 
 W I T N E S S E T H: 

WHEREAS Authority and Tenant executed a “Composite Lease Agreement”, effective January 1, 2007 which was modified by First
Amendment effective September 1, 2008; a Second Amendment effective June 1, 2009; a Third Amendment effective July 1, 2009; a Fourth Amendment effective 15, 2011; a Fifth Amendment effective January 1, 2013; a Sixth Amendment
effective July 1, 2014; a Seventh Amendment effective April 1, 2016; an Eighth Amendment effective April 1, 2017; a Ninth Amendment effective September 1, 2017; a Tenth Amendment effective May 1, 2018; an Eleventh Amendment
effective December 1, 2018; and by Twelfth Amendment effective October 1, 2019; collectively referred to herein as the “Composite Lease Agreement”; and 

WHEREAS Authority and Tenant intended the Composite Lease Agreement to represent each of 29 separate lease agreements between the parties
(later increased to 35) and showed the differences among the 29 leases (later increased to 35) 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 add a total of 109,051 square feet, identified as Ramp Access Area, more
particularly identified as Parcel 36 and named in “EXHIBIT B”, which is attached hereto and incorporated by reference, thereby creating an annual increase of $ 24,471.04 for the rental cost of this land (Parcel 36), effective on the
substantial completion, expected on or around May 1, 2022. 

  

					
	 Federal Express Corporation
 Composite Lease

Amendment #13
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 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 THIRTEENTH Amendment that are defined in the Composite Lease Agreement, the Special Facility Ground Lease Agreement and the Special Facility Lease Agreement shall have the respective meanings given
to them in each agreement for all purposes of this THIRTEENTH Amendment. 
 SECTION 2.     Modification of
Composite Lease and Applicable Rent. The parties amend the Composite Lease Agreement to reflect the addition of Parcel 36 as described in the attached property listing as shown on “EXHIBIT B”. As of the Effective Date, the
parties incorporate the attached surveys and legal descriptions of Parcel 36 to be part of “EXHIBIT B” to the Composite Lease Agreement, and the parties substitute the 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 on the earlier of the Parcel 36 “Substantial Completion Date” (as defined in
Section 3(c) below), Tenant’s annual rent will be increased by an amount equal to the product achieved by multiplying the area of Parcel 36 by $0.2244 as follows: 

 

													
	 Location
	  	Sq. Ft	 	  	Rate	 	  	Annual Rent	 
	 Ramp Access Area
	  	 	109,051	 	  	$	0.2244	 	  	$	24,471.04	 

 (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. 

  

					
	 Federal Express Corporation
 Composite Lease

Amendment #13
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 SECTION 3.    Improvements by Tenant 

(a)     Effective on             July
26            , 2021, Authority hereby grants to Tenant for use by Tenant and its servants, agents, employees and independent contractors working on or in connection with Tenant’s
alterations of the improvements located on Parcel 36, making it suitable for Tenant’s use (“Tenant’s Work”), all necessary or appropriate rights of reasonable access, ingress and egress to and from Parcel 36, and the right to do
all such other things as may be incidental to Tenant’s Work. 
 (b)     Tenant shall obtain, at Tenant’s sole
expense, all certificates and approvals relating to Tenant’s Work. Tenant shall make, at least, all improvements to Parcel 36 as listed below at no cost to Authority. 

(c)     The Substantial Completion Date shall be defined as that date on which Tenant has commenced beneficial use of
Parcel 36. Tenant’s Work and related activity during the period before the Substantial Completion Date shall not be considered the commencement of beneficial use of the premises by Tenant. However, the terms and conditions of the Composite
Lease, including, without limitation, the commercial liability insurance provisions, shall apply to and be effective during such period of occupancy or access to the premises by Tenant, except for Tenant’s obligation to pay rent as provided in
Section 2. Tenant’s obligation to provide for builder’s risk coverage covering the premises and improvements on Parcel 36 shall commence on             July
26            ,2021 and will be required until the Substantial Completion Date of improvements to Parcel 36. 

SECTION 4.     Improvements by Authority Prior to May 1, 2021 Authority shall not make any improvements to
Parcel 36 as shown on “EXHIBIT B”. As part of its work under this Section, Tenant shall (i) remain in compliance with all applicable Environmental Laws and (ii) undertake, in compliance with the rules and regulations of any
Governmental Authority having jurisdiction over the Parcel 36, all required cleanup activities with respect to environmental conditions caused by, arising out of, or resulting from its use of Parcel 36. 

SECTION 5.     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. 

  

					
	 Federal Express Corporation
 Composite Lease

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 SECTION 6.     Effective Dates of this THIRTEENTH
Amendment. This THIRTEENTH Amendment shall become effective as of             July 26, 2021            . 

EXHIBIT “A” and EXHIBIT “B”, attached hereto, shall be incorporated herein by reference. 

The remainder of page is intentionally left blank. 

Signature page to follow. 

  

					
	 Federal Express Corporation
 Composite Lease

Amendment #13
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 IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute
this THIRTEENTH Amendment to the Composite Lease Agreement.  
  

									
	MEMPHIS-SHELBY COUNTY	 		 		 	
	AIRPORT AUTHORITY	 		 	FEDERAL EXPRESS CORPORATION
					
	By:	 	 /s/ Scott A. Brockman
	 		 	By:	 	 /s/ R. Scott Peterson

	President and Chief Executive Officer	 		 	Title: Managing Director—Properties
					
		 		 		 	Date:	 	 July 18, 2021


  

					
	Approved as to Content:	 	
			
	By:	 	 /s/ Forrest B. Artz
	 	
	Vice President of Finance and Administration/CFO	 	
	Date: July 26, 2021	 	
		
	Approved as to Form and Legality:	 	
		
	 /s/ Amber Floyd
	 	
	General Counsel	 	
		
	Reviewed and Approved:	 	
		
	 /s/ Jason McBride
	 	
	Director of Properties	 	
	Date: July 26, 2021	 	

 Omitted Exhibits 
 Exhibit
A and Exhibit B to this exhibit, which are described under “Witnesseth” and in Sections 2 and 4 above, have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained
therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of Exhibit A and Exhibit B to the Securities and Exchange Commission or its staff upon request. 

  

					
	 Federal Express Corporation
 Composite Lease

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