Ex-10.1



 





Exhibit 10.1




 





COMPOSITE LEASE AGREEMENT




dated May 21, 2007 but

effective as of January 1, 2007




by and between




MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY




and




FEDERAL EXPRESS CORPORATION




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	DEFINITIONS; INTERPRETATIVE PROVISIONS

	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Terms
	 	 	5	 
	Section 1.03 Interpretative Provisions
	 	 	5	 
	Section 1.04 Nature of the Lease; Additional Parcels
	 	 	6	 
	 
	 	 	 	 
	ARTICLE II

	THE LEASE

	 
	 	 	 	 
	Section 2.01 Grant of Leasehold
	 	 	6	 
	Section 2.02 Term
	 	 	7	 
	Section 2.03 Rent
	 	 	7	 
	Section 2.04 Net Lease
	 	 	8	 
	Section 2.05 Granting of Easements by Tenant
	 	 	8	 
	Section 2.06 Use of Premises; Compliance with Law; Licenses and
Permits; Nondiscrimination
	 	 	8	 
	Section 2.07 Ingress and Egress
	 	 	10	 
	Section 2.08 Approach Protection; Reservation of Mineral Rights
	 	 	11	 
	Section 2.09 Authority’s Right of Entry
	 	 	11	 
	Section 2.10 Renewal of Term of Agreement
	 	 	12	 
	 
	 	 	 	 
	ARTICLE III

	ALTERATIONS AND IMPROVEMENTS

	 
	 	 	 	 
	Section 3.01 Improvements
	 	 	13	 
	Section 3.02 Liens
	 	 	14	 
	 
	 	 	 	 
	ARTICLE IV

	MAINTENANCE; UTILITIES; TAXES AND ASSESSMENTS; INSURANCE

	 
	 	 	 	 
	Section 4.01 Maintenance
	 	 	15	 
	Section 4.02 Utilities
	 	 	16	 
	Section 4.03 Taxes and Assessments
	 	 	16	 
	Section 4.04 Insurance
	 	 	17	 
	 
	 	 	 	 
	ARTICLE V

	CASUALTY; CONDEMNATION; TERMINATING EVENTS

	 
	 	 	 	 
	Section 5.01 Casualty Losses
	 	 	19	 
	Section 5.02 Condemnation
	 	 	19	 
	Section 5.03 Terminating Events
	 	 	21	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE VI

	ASSIGNMENT AND SUBLETTING

	 
	 	 	 	 
	Section 6.01 Assignment and Subletting by Tenant
	 	 	21	 
	Section 6.02 Assignment by Authority
	 	 	22	 
	ARTICLE VII

	COVENANTS

	Section 7.01 Quiet Enjoyment of Premises
	 	 	22	 
	Section 7.02 Maintenance of Corporate Existence, Etc
	 	 	22	 
	Section 7.03 Estoppel Certificates
	 	 	23	 
	Section 7.04 Security Control
	 	 	23	 
	Section 7.05 Indemnification by Tenant
	 	 	23	 
	Section 7.06 Surrender of Premises
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VIII

	HAZARDOUS SUBSTANCES

	 
	 	 	 	 
	Section 8.01 Notice of Discovery of Hazardous Substances
	 	 	24	 
	Section 8.02 Permitted Activities; Compliance Program
	 	 	24	 
	Section 8.03 Indemnity
	 	 	25	 
	Section 8.04 Removal of Under- and Above-Ground Storage Tanks
	 	 	26	 
	 
	 	 	 	 
	ARTICLE IX

	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	Section 9.01 Authority’s Representations and Warranties
	 	 	26	 
	Section 9.02 Tenant’s Representations and Warranties
	 	 	27	 
	 
	 	 	 	 
	ARTICLE X

	DEFAULT; REMEDIES

	 
	 	 	 	 
	Section 10.01 Breach by Tenant
	 	 	28	 
	Section 10.02 Breach by Authority; Set-offs Against Rents
	 	 	31	 
	Section 10.03 No Personal Liability
	 	 	31	 
	 
	 	 	 	 
	ARTICLE XI

	MISCELLANEOUS

	 
	 	 	 	 
	Section 11.01 Governing Law; Consent to Jurisdiction
	 	 	32	 
	Section 11.02 Severability
	 	 	32	 
	Section 11.03 Notices
	 	 	32	 
	Section 11.04 Entire Agreement; Amendments
	 	 	33	 
	Section 11.05 Parties in Interest
	 	 	33	 
	Section 11.06 Further Assurances
	 	 	33	 






(ii)









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 11.07 Waivers
	 	 	34	 
	Section 11.08 Rights and Remedies Cumulative
	 	 	34	 
	Section 11.09 Time is of the Essence
	 	 	34	 
	Section 11.10 Costs and Attorneys’ Fees
	 	 	34	 
	Section 11.11 Counterparts; Effectiveness
	 	 	34	 
	Section 11.12 Authority May Perform Tenant’s Obligations
	 	 	34	 
	Section 11.13 Subordination of Agreement to Certain Agreements
with Federal Government; FAA Approval
	 	 	35	 
	Section 11.14 Memorandum of Lease
	 	 	35	 
	Section 11.15 Interpretation
	 	 	35	 







(iii)









 










     THIS COMPOSITE LEASE AGREEMENT (this “Agreement”), dated May 21, 2007 but effective as of
January 1, 2007 (the “Effective Date”), is made by and between MEMPHIS-SHELBY COUNTY
AIRPORT AUTHORITY, a body politic and corporate, organized and existing under and by virtue of the
laws of the State of Tennessee (the “Authority”), and FEDERAL EXPRESS CORPORATION, a
corporation organized and existing under the laws of the State of Delaware (the “Tenant”).



WITNESSETH:




     WHEREAS, Authority and Tenant are parties to a Consolidated and Restated Lease Agreement dated
as of August 1, 1979, as modified, amended and supplemented from time to time (collectively, the
“Original Lease Agreement”); and



     WHEREAS, Authority and Tenant desire to replace the Original Lease Agreement with twenty-three
lease agreements, each of which demises to Tenant a portion of the premises demised under the terms
of the Original Lease Agreement, or demises to Tenant property not previously demised under the
terms of the Original Lease Agreement, on terms that generally represent a restatement of the
Original Lease Agreement, as further amended and supplemented; for the sake of simplicity, the
parties intend this Agreement to represent each of those twenty-three lease agreements and to show
the differences among those twenty-three lease agreements by attaching as Exhibit A to this
Agreement a schedule that sets forth each parcel that Authority demises to Tenant, the portion of
the Term during which the demise of each such parcel will be in effect, and the rent that Tenant
will pay to Authority in respect of each such parcel, all as hereinafter set forth;



     NOW, THEREFORE, for and in consideration of the premises, the covenants and agreements of the
parties set forth herein and other good and valuable consideration, the receipt and sufficiency of
all of which are hereby acknowledged, the parties, intending to be legally bound, do hereby agree
as follows:



ARTICLE I

DEFINITIONS; INTERPRETATIVE PROVISIONS




     Section 1.01 Definitions. Unless the context shall clearly require otherwise, the
terms set forth in this Section shall, for all purposes of this Agreement and of any modification
or amendment hereof and of any supplement hereto, have the meanings specified herein:



     “Affiliate” means, with respect to any Person, any Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under common control
with, such Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the



 









 







management and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.



     “Airport” means the airport located in Memphis, Tennessee, known as the “Memphis
International Airport” and owned and operated by Authority.



     “Airport Master Plan” means, collectively, the Airport Master Plan Update dated
September 2000, and Airport Layout Plan (ALP), prepared for Authority and submitted to the FAA, as
modified, amended, supplemented or further updated from time to time, or any successor Master Plan
for the Airport in effect from time to time.



     “Airport Rules and Regulations” means the rules, regulations and requirements adopted
by Authority and in effect from time to time for the orderly, safe and efficient operation of the
Airport.



     “Buildings” means, collectively, (i) the buildings, structures and improvements now or
hereafter situated on the Land (but excluding those buildings, structures and improvements
described in Section 1.04(b) until the Bonds referred to therein are paid in full), (ii) any other
structure, constituting a “fixture” or real property to be constructed, or constructed, on the
Land, and (iii) all other improvements on the Land incident to the foregoing buildings and
structures that are designed for use in connection therewith and which constitute “fixtures” or
real property, including the heat plant or plants in any of the aforesaid.



     “Bonds” means, collectively, (i) the $20,105,000 Special Facilities Revenue Bonds,
Refunding Series 1997 (Federal Express Corporation) issued by Authority for the benefit of Tenant,
(ii) the $87,875,000 Special Facilities Revenue Refunding Bonds, Series 2001 (Federal Express
Corporation) issued by Authority for the benefit of Tenant, (iii) the $95,770,000 Special
Facilities Revenue Refunding Bonds, Series 2002 (Federal Express Corporation) issued by Authority
for the benefit of Tenant, and (iv) all refinancings and refundings of any of the foregoing.



     “Business Day” means a day other than a Saturday or a Sunday and that in the State of
Tennessee is neither a legal holiday nor a day on which banking institutions are authorized by law,
regulation or executive order to close.



     “CPI” means the Consumer Price Index for All Urban Consumers published by the Bureau
of Labor Statistics of the United States Department of Labor for the United States as a whole, all
items (1982-84=100) (the “CPI-U”), or any successor index established by the Bureau of
Labor Statistics for that index. If the Bureau of Labor Statistics converts the CPI-U to a
different standard reference base or otherwise revises the CPI-U, the parties will determine
adjustments in rent due in accordance with Section 2.03(a)(i) using the conversion factor, formula
or table that the Bureau of Labor Statistics develops for use in CPI conversions. If the Bureau of
Labor Statistics does not formulate such a conversion factor, formula or table, the parties will
use the conversion factor, formula or table published for CPI conversions by Prentice-Hall, Inc.
or, if in the absence of a published conversion factor, formula or table by such publisher, by any
other nationally recognized publisher of similar statistical information. If the
Bureau of Labor Statistics or any successor agency ceases publication of the CPI-U, then
another substantially comparable index will be substituted in the formula by agreement of the
parties. If



- 2 -









 







the parties cannot agree on the substitute index, then the substitute index will be
selected by a majority of a committee composed of three independent certified public accountants,
one of whom will be selected by Authority, one by Tenant, and the two so selected will select the
third.



     “Environmental Laws” means any statute, law, code, ordinance or other legal
requirement of any Governmental Authority, whether now existing or hereafter enacted or adopted,
and all rules, regulations, directives and orders issued thereunder, relating in any way to (i) the
protection of health, safety or the environment, (ii) the conservation, management or use of
natural resources and wildlife, (iii) the protection or use of surface water and groundwater, or
(iv) the management, manufacture, possession, importing, presence, use, generation, transportation,
distribution, processing, production, refinement, treatment, storage, disposal, transfer, release,
threatened release, abatement, removal, remediation or handling of, or exposure to, any Hazardous
Substances, including the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et
seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Emergency Planning and Community Right to
Know Act, 42 U.S.C. §§ 11001 et seq., the Tennessee Hazardous Waste Management Act, Tenn. Code Ann.
§§ 68-212-101 et seq., the Tennessee Hazardous Waste Management Act of 1983, Tenn. Code Ann. §§
68-212-201 et seq., the Tennessee Petroleum Underground Storage Tank Act, Tenn. Code Ann. §§
68-215-101 et seq., any analogous implementing or successor law, and any amendment, rule,
regulation, order or directive issued thereunder. “Environmental Laws” also include Airport Rules
and Regulations relating to any of the matters described in clauses (i) through (iv), but only to
the extent that those Airport Rules and Regulations do not create obligations or restrictions that
are more burdensome than other applicable Environmental Laws.



     “Event of Bankruptcy” means, as to any Person, (i) the filing of a petition for relief
as to such Person as debtor or bankrupt under 11 U.S.C. §§ 101 et seq. or similar provision of law
of any jurisdiction (except if such petition is contested by such Person and has been dismissed
within 90 days), (ii) the insolvency of such Person as finally determined by a court proceeding,
(iii) the filing by such Person of a petition or application to accomplish the same or for the
appointment of a receiver or a trustee for such Person or a substantial part of its assets, or (iv)
the commencement of any proceedings relating to such Person as a debtor under any other
reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction,
whether now in existence or hereinafter in effect, either by such Person or by another, provided
that if such proceeding is commenced by another, such Person indicates its approval of such
proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person
and has not been finally dismissed within 90 days.



     “Event of Default” means the occurrence of any of the events set forth in Section
10.01.



     “FAA” means the Federal Aviation Administration created by virtue of the Federal
Aviation Act of 1958, as amended, or any other federal agency administering such Act or having
similar jurisdiction over Tenant or its business from time to time.



     “GAAP” means the generally accepted accounting principles in the United States of
America, as in effect from time to time, applied on a consistent basis both as to classification of
items and amounts.



- 3 -









 





     “Governmental Authority” means any federal, state, local, municipal or foreign
government, authority, agency, regulatory authority, court or other body or entity, and any
arbitrator or other Person having authority to bind a party at law.



     “Hazardous Substances” means any substance, material, chemical, element, compound,
mixture, solution, product, fluid, pollutant or waste identified, defined in or regulated under any
Environmental Laws, including any hazardous or toxic substances, materials, chemicals, elements,
compounds, mixtures, solutions, products, fluids, pollutants or wastes (i) designated or listed in
the United States Department of Transportation Hazardous Materials Table (49 C.F.R. § 172.101) by
virtue of the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq., or designated or
listed by the Environmental Protection Agency as “hazardous substances” (40 C.F.R. Part 302), (ii)
defined, designated or listed as a “hazardous substance” by virtue of Section 311 of the Federal
Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq. (33 U.S.C. § 1321), (iii) defined,
designated or listed as a “solid waste” or a “hazardous waste” by virtue of Sections 1004 and 3001,
as applicable, of the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq. (42 U.S.C.
§ 6903), (iv) defined, designated or listed as a “hazardous substance” by virtue of Sections 101 or
102 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601
et seq. (42 U.S.C. § 9601), (v) defined, designated or listed as a “toxic pollutant” by virtue of
Section 307(a) of the Federal Water Pollution Control Act (33 U.S.C. § 1317(a)), (vi) defined,
designated or listed as a “hazardous air pollutant” by virtue of Section 112 of the Clean Air Act,
42 U.S.C. §§ 7401 et seq. (42 U.S.C. §§ 7412), (vii) defined, designated or listed as a “chemical
substance,” a “mixture” or a “toxic substance” by virtue of Section 3 of the Toxic Substances
Control Act, 15 U.S.C. §§ 2601 et seq. (15 U.S.C. § 2602), or (viii) any other substances,
materials, chemicals, elements, compounds, mixtures, solutions, products, fluids, pollutants or
wastes (including asbestos, polychlorinated biphenyls (“PCBs”), PCB-containing materials,
petroleum, petroleum products, and raw materials that include hazardous, toxic or regulated
constituents), the use, discharge, application, release, spill, leak, emission, escape, leach,
disposal or removal of which is restricted, prohibited, regulated or penalized by any Environmental
Law.



     “Lien” means, with respect to any asset or property, any mortgage, deed of trust, lien
(whether a Statutory Lien or otherwise), pledge, assignment, hypothecation, easement, encumbrance,
charge, reservation, restriction or security interest in, on or of such asset or property or any
claim to, or right of refusal with respect to such asset or property.



     “Person” means any legal person, including any individual, corporation, estate,
partnership, limited liability company, joint venture, association, joint stock company, trust or
statutory trust (including any beneficiary thereof), unincorporated organization, or Governmental
Authority, or any other entity of whatever nature.



     “Proceeding” means any suit in equity, action at law or other judicial or
administrative proceeding by or before any Governmental Authority.



     “Special Facility Lease” means the Special Facility Lease Agreement dated as of August
1, 1979 between Authority and Tenant, as modified, amended and supplemented from time to time in
accordance with its terms.



- 4 -









 





     “Statutory Lien” means any tax lien, mechanics’ or materialmen’s lien and other lien
for work, labor or materials, and any other lien that may attach by operation of law.



     “Use Agreement” means the Airport Use and Lease Agreement dated as of July 1, 1999
between Authority and Tenant, as the same may be modified, amended, supplemented, restated or
amended and restated from time to time in accordance with the provisions thereof.



     Section 1.02 Other Terms. Other terms may be defined elsewhere in the text of this
Agreement and, unless otherwise indicated, shall have such meanings throughout this Agreement. As
used in the Agreement, each of the following capitalized terms shall have the meaning ascribed to
it in the Section set forth opposite such term:



	 	 	 
	Term	 	Section
	Agreement

	 	Preamble
	ASTs

	 	Section 8.02(a)
	Authority

	 	Preamble
	Effective Date

	 	Preamble
	Initial Term

	 	Section 2.02
	Land

	 	Section 2.01
	Navigable Airspace Regulation

	 	Section 3.01(a)
	Net Award

	 	Section 5.02(e)
	Net Proceeds

	 	Section 5.01(c)
	Original Lease Agreement

	 	Recitals
	Permitted Activities

	 	Section 8.02(a)
	Permitted Materials

	 	Section 8.02(a)
	Premises

	 	Section 2.01
	Rent Adjustment Date

	 	Section 2.03(a)(i)
	Tenant

	 	Preamble
	Term

	 	Section 2.02
	Terminating Event

	 	Section 5.03
	USTs

	 	Section 8.02(a)






     Section 1.03 Interpretative Provisions. For purposes of this Agreement, unless the
context otherwise requires: (i) the words “this Agreement,” “hereof,” “herein,” “hereunder” and
words of similar import refer to this Agreement as a whole and not to any particular provision of
this Agreement; (ii) references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Agreement and references to any subsection, paragraph, clause
or other subdivision within any Section or definition refer to such subsection, paragraph, clause
or other subdivision of such Section or definition; (iii) all Exhibits attached or to be attached
hereto, and all other agreements and instruments referred to herein, are hereby incorporated by
reference into this Agreement, as
fully as if copied herein verbatim; (iv) the term “including” means “including without
limitation”; (v) except as otherwise expressly provided herein, references to any law or regulation
refer to that law or regulation as amended from time to time and include any successor law or
regulation; (vi) references to any Person include that Person’s successors and assigns; (vii)
descriptive headings of Articles and Sections herein, and the Table of Contents annexed hereto, are
inserted or annexed for purposes of reference only and shall not otherwise affect the meaning,
construction, interpretation or effect of any provision hereof; and



- 5 -









 







(viii) the masculine, feminine
or neuter gender and the singular or plural number shall be deemed to include the others whenever
the context so requires.



     Section 1.04 Nature of the Lease; Additional Parcels. (a) Although executed and
delivered as a composite instrument for convenience, the parties acknowledge and agree that this
Agreement constitutes a separate lease and agreement between Authority and Tenant with respect to
each of the separate parcels described in Exhibit A, and all provisions of this Agreement
shall be applicable separately to each such parcel with the same effect as if the parties had
executed and delivered a separate lease agreement for that parcel. Notwithstanding the composite
nature of this Agreement or any provision herein to the contrary, an Event of Default occurring in
respect of any individual parcel described in Exhibit A will constitute an Event of Default
in respect of all parcels described in Exhibit A.



     (b) The parties acknowledge and agree that the Buildings that are subject to the Special
Facility Lease will only become subject to this Agreement, and the Term established with respect to
those Buildings will only commence, at such time as the payment in full and the retirement of all
Bonds issued to finance the construction, installation, renovation, remodeling, acquisition or
purchase of such Buildings shall have occurred, and, until such Bonds have been paid in full and
retired, the Special Facility Lease will continue to govern Tenant’s lease of such Buildings from
Authority.



     (c) The parties have also prepared this Agreement and Exhibit A to facilitate
Authority’s future lease to Tenant of additional parcels of both unimproved and improved real
property, and they intend to accomplish any lease of such additional parcels by executing one or
more amendments to this Agreement from time to time that modify Exhibit A by adding thereto
the following information for each such parcel: the number of such parcel; the use or location of
such parcel; the effective date on which such parcel shall become subject to this Agreement and on
which the Term established for such parcel shall begin; the total number of square feet for such
parcel; the initial rate per square foot per annum for which such parcel shall be leased hereunder
and the monthly and annual rent due for such parcel; and any variances from the procedures set
forth in Section 2.03(a) in the date or dates upon which or the manner in which the rent for such
parcel shall be subject to adjustment.



     (d) The parties acknowledge and agree that, effective as of the date on which this Agreement
becomes effective with respect to each separate parcel described in Exhibit A as set forth
in that Exhibit, this Agreement will supersede any lease then in effect between Authority and
Tenant with respect to that parcel.



ARTICLE II

THE LEASE




     Section 2.01 Grant of Leasehold. Authority hereby separately demises and leases to
Tenant, and Tenant hereby separately takes and hires from Authority, for and during the Term and
upon the terms and subject to the conditions set forth herein, to have and to hold for said Term,
(i) each parcel of land situated and being in the City of Memphis, Tennessee, within the limits of
the Airport, as more particularly described on Exhibit A (as the same may be amended and in
effect from time to time in accordance with the provisions hereof and as contemplated by Section
1.04(c)), together with any site improvements thereon and all rights-of-way, accretions,



- 6 -









 







easements,
tenements, hereditaments and appurtenances, rights, privileges and immunities thereunto belonging
or pertaining (all of the foregoing being collectively defined and referred to herein as the
“Land”), and (ii) the Buildings. For purposes of this Agreement, the Land and the
Buildings are collectively referred to herein as the “Premises”.



     Section 2.02 Term. Except as otherwise provided for a particular parcel described
under the column entitled “Effective Date” in Exhibit A hereto and unless terminated
earlier as provided herein, this Agreement shall be effective for a period commencing at 12:01
a.m., Memphis time, on the Effective Date and expiring at 11:59 p.m., Memphis time, on December 31,
2036 (the “Initial Term”; the Initial Term, together with any extension thereof in
accordance with Section 2.10, shall be referred to herein as the “Term”). Authority shall
deliver to Tenant sole and exclusive possession of the Premises (as then existing) on the
commencement of the Term, subject, however, to Authority’s right-of-entry set forth in Section
2.09.



     Section 2.03 Rent. (a) During the Term, Tenant shall pay rent to Authority for the
Premises in the amounts, at the times and in the manner set forth in this Section.




     (i) The initial annual rent for each parcel designated as the Premises in this
Agreement shall be the amount corresponding to that parcel in the column entitled “Current
Rate” (and, if applicable, any notes thereto) in Exhibit A and shall be payable
monthly on the first day of each month during the Term in equal installments, the first such
installment of rent for that parcel being due on the date corresponding to that parcel in
the column entitled “Effective Date” in Exhibit A; provided, however, that the
initial annual rental rate for certain parcels designated as the Premises shall increase
July 1, 2008, as provided in Exhibit A; and provided, further, that, except as
otherwise provided in Exhibit A, the annual rental rate for each parcel with respect
to which this Agreement is then in effect shall increase July 1, 2013, and on the same month
and day every five years thereafter for the remainder of the Term (July 1, 2013, and each
subsequent date on which the rental rate for the Premises is subject to increase being
referred to herein as a “Rent Adjustment Date”) by an amount equal to the product of
(A) the annual rental rate corresponding to that parcel and in effect immediately prior to
the applicable Rent Adjustment Date and (B) the lesser of 13% or the percentage the
CPI has increased, if
any, from the month of May of the year five years preceding the applicable Rent
Adjustment Date through the month of May of the year in which the applicable Rent Adjustment
Date occurs, and Tenant shall pay the increased rental rate for the Premises from the
applicable Rent Adjustment Date until such rate is thereafter increased in accordance with
this paragraph; and




     (ii) all amounts specified herein as additional rent, which amounts, if not otherwise
provided herein, shall be payable within 30 days after receipt by Tenant of an invoice or
demand therefor from Authority.



     (b) The initial annual rental rate for any parcel that is brought within the scope of this
Agreement in the manner reflected in Section 1.04(c) after January 1, 2007, and before July 1,
2013, will be $0.1906 per square foot in the case of unimproved real estate, and $0.2383 per square
foot in the case of improved real estate, and those rates shall be subject to increase on July 1,
2013, and every five years thereafter during that portion of the Term applicable to such parcel,
determined as provided in Section 2.03(a)(i). The initial annual rental rate for any parcel that
is



- 7 -









 







brought within the scope of this Agreement in the manner reflected in Section 1.04(c) on or
after July 1, 2013, will be the annual rental rate then charged by Authority for unimproved or
improved real estate at the Airport, as applicable.



     (c) Each rent payable hereunder shall be paid to, or upon the order of, Authority at its
office at the Airport, or at such other place as Authority may designate in writing to Tenant, in
such lawful currency of the United States of America which at the time of payment is legal tender
for public and private debts. In the event Tenant shall fail to make any payments required by this
Section, the item or items so in default shall continue as an obligation of Tenant until the amount
in default shall have been fully paid, and Tenant agrees to pay the same, with interest thereon at
the maximum legal rate then in effect in the State of Tennessee, from the date when the same is due
hereunder until the same shall be paid in full; provided that, except as is otherwise specifically
provided herein, in the case of payments required by Section 2.03(a)(ii), such interest shall not
begin to accrue until 30 days after receipt by Tenant of the invoice or demand from Authority
therefor.



     (d) Each payment of rent will be allocated over the one-month period beginning on the first
day of each month, and will accrue ratably to each day within such month. Rent allocated in
accordance with this subsection (together with any additional rent provided in Section 2.03(a)(ii))
will represent and be the amount of rent for which Tenant becomes liable on account of the use of
the applicable parcel.



     Section 2.04 Net Lease. This Agreement shall be deemed and construed to be a “net
lease,” and Tenant hereby agrees that the rent provided in Section 2.03 shall be an absolute net
return to Authority, free from any expenses, taxes, charges and surcharges with respect to the
Premises or the income therefrom and, except as otherwise provided in Section 10.02(b), without any
set-off, counterclaim or recoupment whatsoever, whether arising out of any breach of any obligation
of Authority hereunder or by reason of any indebtedness or liability at any time owing by Authority
to Tenant or otherwise. Nothing contained in this Section shall be construed to release Authority
from the performance of any of its obligations set forth herein, and in the event Authority should
fail to perform any such obligations, Tenant may institute such action against Authority as
Tenant may deem necessary to compel performance or recover its damages for non-performance or may
perform such obligations to the extent provided in Section 10.02(b).



     Section 2.05 Granting of Easements by Tenant. Unless an Event of Default shall have
occurred and be continuing, (i) Tenant may at any time or times, with the prior written consent of
Authority, grant easements, licenses, rights-of-way and other rights or privileges in the nature of
easements for the Term with respect to the Premises, and Tenant may revoke or release such
easements, licenses, rights-of-way and other rights or privileges granted by Tenant, all with or
without consideration and upon such terms and conditions as Tenant shall determine, and (ii) any
payment or other consideration received by Tenant for any such grant or release shall be and remain
the property of Tenant; provided, however, if an Event of Default shall have occurred and be
continuing, or in the event of the termination of this Agreement, all rights then existing in favor
of Tenant with respect to any such grant shall inure to the benefit of and be exercisable solely by
Authority.



     Section 2.06 Use of Premises; Compliance with Law; Licenses and Permits;
Nondiscrimination. (a) During the Term and subject to the provisions of Section 2.06(b),



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Tenant may use and occupy the Premises for any lawful purpose in air or space commerce permitted by
the Airport Master Plan, including the construction, furnishing and operation of an air cargo
facility thereon for (i) receiving, storing and delivering parcels and other merchandise, (ii)
storing, repairing, maintaining and servicing aircraft, vehicles and other equipment used by Tenant
in conducting such business operations, and (iii) storing and handling of aircraft fuel, motor
fuels and lubricants necessary for the conduct of Tenant’s business operations described in clauses
(i) and (ii); provided, however, that Tenant’s use and occupancy of the Premises shall be subject
to and not violate (A) any exclusive rights, privileges or concessions heretofore or hereafter
granted by Authority which are of a type and nature customarily granted by operators of airports
similar to the Airport, and (B) the Airport Rules and Regulations. Tenant shall also have the
right to use the Premises for other purposes reasonably related or incidental to Tenant’s business
operations described above, including those rights, licenses and privileges set forth in the Use
Agreement. Authority makes no warranty, either express or implied, as to the condition of the
Premises, or that the Premises will be suitable for Tenant’s needs and purposes or to the business
contemplated to be carried on by Tenant.



     (b) Tenant will promptly comply with all laws, statutes, regulations, ordinances and rulings
of all Governmental Authorities having jurisdiction over the Airport or the Premises that are
applicable to its use and operation of the Premises. Without limiting the generality of the
foregoing, Tenant shall at all times use and occupy the Premises in strict compliance with any and
all rules and regulations that may be imposed by the FAA with respect to the Premises or the
operations thereof or the Airport and the operations thereof. Tenant will also comply, by
appropriate repair, improvement, replacement, operation or maintenance procedures, with all other
valid statutes, ordinances, laws, judgments, decrees, regulations, directions or requirements of
any Governmental Authority now or hereafter applicable to, or having jurisdiction over, the
Premises, including the Airport Rules and Regulations, as in the manner of use or condition of the
same; provided Tenant may, in good faith and with due diligence, but subject to the
provisions of Section 3.02(b), contest any of the foregoing laws, rules, regulations or other
governmental requirements.



     (c) Tenant will, at its expense, obtain and at all times observe and keep in full force and
effect all licenses and permits necessary to its use and occupancy of the Premises.



     (d) Tenant shall not discriminate in its operation of the Premises against any Person based
upon race, creed, color, sex or national origin, or use the Premises in support of any policy which
discriminates against any Person based upon race, creed, color, sex or national origin.



     (e) Tenant will not discriminate against any employee or applicant for employment because of
race, color, national origin, sex, color or religion. The parties will take affirmative action to
insure that applicants are employed and that the employees are treated during employment without
regard to their race, color, national origin, sex or religion. Such action shall include the
following: employment, referral for employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoffs or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The parties agree to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions of this
non-discrimination clause.



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     (f) Tenant, in offering any services to the public, shall not discriminate nor permit
discrimination against any Person or group of Persons, on the ground of race, color or national
origin. Authority shall have the right to take such action as the United States may direct to
enforce this covenant.



     (g) The parties further acknowledge that they recognize and will comply with Executive Order
11246 and with the Civil Rights Act of 1964, and with Part 379 of the FAA Regulations.



     (h) Tenant, for itself and its successors in interest and assigns, hereby covenants and agrees
as a covenant running with the land that in the event facilities are constructed, maintained, or
otherwise operated on the Premises for a purpose for which a Department of Transportation program
or activity is extended or for another purpose involving the provision of similar services or
benefits, Tenant shall maintain and operate such facilities and services in compliance with all
other requirements imposed pursuant to 49 C.F.R. Part 21.



     (i) Tenant, for itself and its successors in interest and assigns, also hereby covenants and
agrees as a covenant running with the land that (i) no person on the grounds of race, color, creed,
sex, handicap or national origin shall be excluded from participation in, denied the benefits of,
or otherwise subjected to discrimination in the use of the Premises or in the construction of any
improvements on, over, or under the Premises and the furnishing of services thereon, and (ii)
Tenant shall use the Premises in compliance with all other requirements imposed by or pursuant to
14 C.F.R. Part 152, Title VI of the Civil Rights Act of 1964, as amended, and 49 C.F.R. Part 21.



     (j) Tenant acknowledges that the provisions of 49 C.F.R. Part 23 and such other similar
regulations as may be hereafter adopted may be applicable to Tenant’s activities hereunder unless
exempted by said regulations, and hereby agrees to comply with the FAA and the U.S. Department of
Transportation in reference thereto. These requirements may include
compliance with “disadvantaged business enterprise” (within the meaning of 49 C.F.R. Part 23)
goals, the keeping of certain records of good faith compliance which would be subject to review by
Governmental Authorities having jurisdiction in the premises, the submission of various reports to
such Governmental Authorities and, if so directed, the contracting of specified percentages of
goods and services to disadvantaged business enterprises.



     (k) In the event of breach of any of the foregoing nondiscrimination covenants, Authority
shall have the right to terminate this Agreement and to re-enter and repossess said Land and the
facilities thereon, and hold the same as if this Agreement had never been made or issued. This
provision shall not be effective until the procedures of 49 C.F.R. Part 21 are followed and
completed, including exercise or expiration of appeal rights.



     Section 2.07 Ingress and Egress. (a) Tenant, its employees, customers, guests,
contractors, suppliers of materials, furnishers of services and invitees shall have the
non-exclusive right of ingress to and egress from the Premises and such other portions of the
Airport to or from which such Persons shall reasonably require ingress and egress in such manner
and at such locations as Authority may designate from time to time; provided, however, that such
right of ingress and egress shall be subject to the Airport Rules and Regulations.



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     (b) Authority shall at all times furnish Tenant means of access suitable to the nature of
Tenant’s business and operation from the Land and to the public streets and thoroughfares and to
the Airport runways. The access road, or roads, and taxiways need not be the same throughout the
Term so long as Authority provides Tenant with a suitable access road or roads and taxiways.



     (c) The use of any Airport roadways or taxiways shall be subject to the Airport Rules and
Regulations as in effect from time to time for the safe and efficient operation of the Airport.
Authority may, at any time, temporarily or permanently, close or consent to or request the closing
of any such roadway or taxiway and any other area at the Airport now or hereafter used as such, so
long as a reasonable alternative means of ingress and egress remains available to Tenant, its
employees, customers, guests, contractors, suppliers of materials, furnishers of services and
invitees.



     Section 2.08 Approach Protection; Reservation of Mineral Rights. (a) Authority
reserves the right to take such action as may be necessary to protect the aerial approaches to the
Airport against obstruction in accordance with applicable standards or requirements, together with
the right to prevent Tenant, or any other Person, from erecting, or permitting there to be erected,
any building or other structure on the Airport which would conflict with such standards or
requirements.



     (b) Authority reserves all rights with respect to all Minerals in, on or under the Land;
provided, however, that Tenant shall not engage in any mining activities in, on or under the Land
during the Term. As used herein, “Minerals” means any or all oil, gas, coal, phosphate, sodium,
sulfur, iron, titanium, gold, silver, bauxite, bauxite clay, diaspore, boehmite, laterite,
gibbsite, alumina, all ores of aluminum, and all other mineral substances and ore deposits, whether
solid, gaseous or liquid; provided that Minerals shall not include any of the foregoing substances
and
deposits when used in apron or road or building construction in furtherance of Tenant’s
permitted activities on the Premises and not for sale to others.



     Section 2.09 Authority’s Right of Entry. (a) Authority and its contractors,
consultants, agents, employees and representatives shall have the right during the Term to enter
into or upon the Premises, or any part thereof, during normal business hours upon reasonable notice
to Tenant (and in emergencies at all times without any notice to Tenant) (i) to examine and inspect
the same, (ii) for any purpose related to Authority’s rights or obligations or Tenant’s obligations
hereunder (including to observe Tenant’s performance of its obligations hereunder, to do any act or
thing which Authority may be obligated or have the right to do hereunder or otherwise, and to
insure the proper maintenance of the Premises in the event Tenant shall fail to perform its
obligations under Section 4.01), (iii) to serve or post or keep posted thereon notices provided by
any law or rules or regulations of any Governmental Authority having jurisdiction over the Premises
or the Airport which Authority deems to be necessary for the protection of Authority or the
Premises, (iv) upon the occurrence and continuance of an Event of Default, to exhibit the Premises
to prospective tenants thereof for the purpose of examining same, (v) to conduct such
investigations and tests for the purpose of ascertaining whether Tenant is in compliance with or
has complied with its obligations arising under the terms of Article VIII and to determine whether
any environmental condition is present in, on, under or about the Premises (and in connection
therewith, Authority and its contractors, consultants, agents and employees may also conduct such
environmental assessment activities (including collecting soil samples, installing



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soil borings and
installing and maintaining groundwater monitoring wells) on, under or about the Premises), and (vi)
for all other lawful purposes.



     (b) Without limiting the generality of the foregoing, Authority, by its officers, employees,
agents, representatives and contractors and furnishers of utilities and other services, shall have
the right for its own benefit, for the benefit of Tenant or for the benefit of Persons other than
Tenant at the Airport, to maintain existing and future utility, mechanical, electrical and other
systems and to enter upon the Premises at all reasonable times to make such repairs, replacements
or alterations thereto as may, in the opinion of Authority, be necessary or desirable and, from
time to time, to construct or install such systems over, in or under the Land for access to other
parts of the Airport not otherwise conveniently accessible, provided that the maintenance,
construction and installation of such systems does not unreasonably interfere with the operations
of Tenant upon the Premises.



     (c) In the event that Authority has constructed, or hereafter voluntarily and not at the
request of Tenant constructs, upon the Premises or elsewhere at the Airport, conduits, ducts and
pipes for use in common by aircraft operators (including Tenant) for the installation of wires,
cables, pneumatic tubes or similar communications connections, Tenant may use such conduits, ducts
and pipes for the purposes for which they are provided if and to the extent that space therein is
available, and subject to the Airport Rules and Regulations promulgated by Authority without
payment of any rent, charge or fee for the use of such conduits, ducts and pipes (other than for
any fees and charges of general applicability imposed on all users of such conduits, ducts and
pipes, other than Authority itself), provided that Tenant shall pay the cost of pulling or
installing its wires, cables, pneumatic tubes and similar communications connections through or in
such conduits, ducts and pipes and the costs of installing brackets or any incidental equipment
or facilities not provided by Authority, and any other cost in connection with the foregoing
installation, and provided, further, that Tenant shall be responsible for any damage to the
conduits, ducts and pipes or to facilities installed therein caused by its acts or omissions or
those of its offices, employees or contractors.



     (d) Authority shall have the right at its expense to audit those books and accounts of Tenant
pertaining to the operations of Tenant as a result of which fees and charges are owing by Tenant to
Authority.



     Section 2.10 Renewal of Term of Agreement. If and upon the condition that Tenant
shall have complied with and performed the conditions, covenants and agreements hereof to be
observed and performed by it without any default having occurred under Section 10.01 during the
Initial Term (or during the first renewal term of the Initial Term if this Agreement shall have
been extended for the first renewal term of the Initial Term as provided in this Section), then
Tenant shall have, and is hereby granted, options to extend this Agreement upon the expiration of
the Initial Term for two consecutive periods, the first beginning January 1, 2037, and ending
December 31, 2046, and the second beginning January 1, 2047, and ending December 31, 2058, upon the
conditions and provisions hereof. Each such option shall be exercised by Tenant in writing
delivered to Authority not less than four and not earlier than six months prior to the expiration
of the Initial Term, or prior to the expiration of the first renewal term of the Initial Term, as
applicable.



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ARTICLE III

ALTERATIONS AND IMPROVEMENTS




     Section 3.01 Improvements. (a) Authority shall have no obligation to renew, repair
or replace any inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary Buildings
included in the Premises. Tenant shall have the right during the Term, at its expense, (i) to
repair, improve, remodel and renovate such Buildings and other improvements on the Premises, wholly
within the boundary lines thereof, in accordance with plans and specifications approved in advance
by Authority, which consent will not be unreasonably withheld, conditioned or delayed, and in
compliance with all applicable requirements of the FAA (including its regulation entitled “Objects
Affecting Navigable Airspace,” 14 C.F.R. Part 77 (the “Navigable Airspace Regulation”)),
all applicable building codes and all applicable federal, state or local laws, rules and
regulations, and (ii) to install its own furnishings, equipment, machinery and other personal
property in the Premises (which shall not become part of the Premises) or to attach fixtures or
structures on the Premises. So long as no Event of Default shall have occurred and be continuing,
Tenant may remove at its own expense from time to time, including upon the expiration of the Term
and within a reasonable period of time thereafter, any of its furnishings, equipment, machinery,
other personal property or trade fixtures added by it which do not constitute part of the Premises;
provided, however, that such removal shall be accomplished so as to leave the Premises, except for
ordinary wear and tear, in substantially the same condition as it was before Tenant’s furnishings,
equipment, machinery or fixtures were added to it, and that Tenant shall promptly repair at its
expense any damage to the Premises caused by such removal. If Tenant fails or neglects to so
remove all or any portion of such property upon or prior to the expiration of the Term, Authority,
at its sole option, may either remove and dispose of such property and charge the cost of such
removal and disposal to Tenant, which cost Tenant hereby agrees to pay, or consider the same to be
abandoned and take title thereto without any consideration therefor to Tenant. Except as provided
in the immediately preceding sentence, all furnishings, equipment, machinery and other personal
property installed by Tenant pursuant to this Section shall remain the sole property of Tenant in
which Authority shall have no interest, and shall be subject to any landlord’s lien as may now or
hereafter be provided by the laws of the State of Tennessee, as the same may be amended from time
to time.



     (b) Without limiting the generality of Section 3.01(a), Tenant shall have the right to
install, maintain and operate in or upon the Premises such aviation radio, communications,
meteorological and aerial navigation equipment and facilities as may be necessary or convenient in
its opinion for its operations at the Premises, subject to the prior written consent (which consent
shall not be unreasonably withheld) of Authority as to the location, manner or installation and
type thereof. Such equipment and facilities may be located without additional charge or fee in or
upon the Premises, or, upon payment of the applicable rent for such location, at any other
locations on the Airport, as may be requested by Tenant and consented to by Authority, which
consent shall not be unreasonably withheld. Also without limiting the generality of the foregoing
provisions of this Section, Tenant shall have the right to install and operate upon the Premises
advertising signs representing its business, which signs shall be substantially uniform in size,
general nature and location with those of other companies engaged in air and space commerce at the
Airport; provided that Tenant shall comply with all rules and regulations of the FAA or other
Governmental Authorities having jurisdiction over the Airport (including the Airport Rules and
Regulations) as to the lighting, height and other features of such signs. The number, size, design
and location of all such signs shall be subject to the prior



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approval of Authority, which approval
shall not be unreasonably withheld. Upon the expiration of the Term, Tenant, if requested by
Authority, shall also obliterate or paint out any and all advertising signs, posts and similar
devices placed by Tenant on the Premises. In the event of Tenant’s failure so to obliterate or
paint out each and every sign, poster and similar device so requested by Authority, Authority may
perform such necessary work and Tenant shall pay the cost thereof upon demand to Authority.



     (c) Tenant hereby covenants that it will not conduct or permit to be conducted any activity on
the Premises, or construct any building, structure or improvement or create any natural object on
the Premises, which would interfere with or be a hazard to the flight of aircraft either to or from
the Airport, or interfere with air navigation and communication facilities serving the Airport.
Tenant may make interior alterations (structural or otherwise), minor exterior alterations and
changes, decorations and minor additions to the Premises without Authority’s prior written consent
as long as it does not materially change previously approved structural improvements or violate the
terms and conditions of the Navigable Airspace Regulation. All repairs, improvements and
alterations made by or at the direction or for the benefit of Tenant on or to the Premises shall be
performed in a good and workmanlike manner and in compliance with all applicable building codes and
zoning laws and requirements of the FAA.



     (d) Tenant shall also have the right during the Term, at its sole cost and expense and subject
to Authority’s and the FAA’s prior written consent, to expand or modify Tenant’s air
cargo operation facility, offices, aircraft parking apron, and aircraft fueling stations, and
other related facilities located on the Premises.



     (e) Tenant shall also have the right during the Term to make at its expense improvements,
alterations or modifications of the Premises, which shall become part of the Premises; provided
that such improvements, alterations or modifications are all deemed necessary or beneficial by
Tenant for the use of the Premises, do not impair the Premises or adversely affect the structural
integrity thereof, do not diminish the rental value or operating efficiency thereof, and are made
wholly within the boundary lines of the Premises, in accordance with plans and specifications
approved in advance by Authority, which consent will not be unreasonably withheld, conditioned or
delayed, and in compliance with all applicable requirements of the FAA (including the Navigable
Airspace Regulation), all applicable building codes and all applicable federal, state or local
laws, rules and regulations.



     (f) Upon the expiration of the Term, by lapse of time or otherwise, the Premises, as
constituted at the time, shall be and thereafter remain the property of Authority without
requirement of the payment of any compensation or consideration by it.



     Section 3.02 Liens. (a) Tenant covenants that during the Term, it will not create,
or permit there to be created or to remain, and it will promptly discharge, any Statutory Lien on
the Premises that arises by virtue of, or in connection with, any activity that Tenant or any of
its employees, agents, contractors or other invitees conduct on the Premises, and that it will pay
or cause there to be paid in full, as and when the same shall become due and payable, all costs,
charges and expenses that may become due for or purport to be due for any labor, services,
materials, supplies, utilities, furnishings, machinery or equipment alleged to have been furnished
or to be furnished to or for Tenant in, upon or about the Premises. Tenant will cause any



- 14 -









 







Statutory Lien securing the payment of the foregoing sums, and any other Liens, upon the Premises
or the interests of Tenant or Authority therein to be fully discharged and released at the time the
performance of any obligation secured by any such Lien matures or becomes due.



     (b) Tenant may, in good faith and with due diligence, contest any Statutory Lien filed or
established against the Premises, or contest any rule, law, regulation or other requirement of any
Governmental Authority referred to in Section 2.06(b) even though such contest may result in the
imposition of a Lien or charge against the Premises, and in such events may permit the items so
contested and such Lien or charge to remain undischarged and unsatisfied during the period of such
contest and appeal therefrom, (i) if Tenant shall effectively prevent or stay the execution,
foreclosure or enforcement of such Lien or charge, and (ii) if and so long as such contest or
appeal shall prevent or stay the execution or enforcement or foreclosure of such Lien or charge;
provided, however, that if such Lien or charge is so stayed and such stay thereafter expires, then
Tenant shall forthwith pay and discharge such Lien or charge or comply with such governmental
requirement, as applicable.



ARTICLE IV

MAINTENANCE; UTILITIES; TAXES AND ASSESSMENTS; INSURANCE




     Section 4.01 Maintenance. (a) During the Term, Tenant, at its expense, (i) will maintain or cause there to be
maintained, and will keep or cause there to be kept, the Premises in good condition and in as
reasonably safe condition as its operations permit, and (ii) will make, or cause there to be made,
all necessary and proper repairs, renewals, replacements and substitutions thereof (A) resulting
from or required by ordinary wear and tear, or want of care, on the part of Tenant or other cause,
or (B) required to keep, place and maintain the Premises in good and efficient operating condition.
Tenant will not commit or allow any waste with respect to the Premises, and will not remove, or
permit the removal of, any fixtures at any time constituting part of the Premises; provided that in
accordance with Section 3.01(a), Tenant may remove such fixtures constituting a part of the
Premises as are necessarily required upon the repair, renewal or replacement of the Premises as
aforesaid, and the fixtures substituted therefor shall constitute part of the Premises.



     (b) Tenant will at its own cost and expense provide and maintain all obstruction lights if
required and similar devices, fire protection and safety equipment, and all other equipment of
every kind and nature required by any laws, rules, regulations and requirements of any Governmental
Authority having jurisdiction over the Premises or the Airport, including the Airport Rules and
Regulations.



     (c) During the Term, Tenant shall be responsible for providing its own security with respect
to the Premises, and the same shall be at Tenant’s expense.



     (d) Tenant shall, upon reasonable advance notice from Authority, promptly remove or repair any
and all structures not authorized by this Agreement or which may, by reason of use or neglect,
become unsound, unsafe or hazardous, and in the case of Tenant’s failure to remove or repair the
same, Authority may remove or repair such structures without liability to Tenant or others for
damages, and Tenant shall pay the cost of such removal or repair to Authority as additional rent
hereunder.



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     (e) Tenant shall not perform, or permit any other Person under its control to perform, any
work on the Premises relating to any repairs, revisions or alterations thereof unless Tenant shall
have first obtained any required permits or authorizations from any Governmental Authority having
jurisdiction over the Premises or the Airport, and all such work shall be done in a good and
workmanlike manner and in compliance with the laws, statutes, regulations, ordinances and rulings
of any Governmental Authority having jurisdiction over the Premises or the Airport, including the
Airport Rules and Regulations and all applicable building, zoning and other laws, ordinances and
governmental regulations and requirements, and in accordance with the requirements, rules and
regulations of all insurers of the Premises. Authority agrees to join in the application for any
required permit and authorization whenever application by it is required for such permit or
authorization, and Tenant shall, as additional rent hereunder, indemnify and reimburse Authority
for all costs and expenses which may hereafter be incurred by Authority in connection therewith.



     (f) Tenant shall at all times keep the Premises, together with all property of Tenant located
in or on the Premises, in an orderly condition and appearance.



     Section 4.02 Utilities. During the Term, the supply and the maintenance of all utilities to the Premises shall be
the sole responsibility and at the expense of Tenant, and in connection therewith Tenant shall pay,
as and when the same shall become due, (i) all utility installation, service, maintenance and other
fees and charges incurred in providing and furnishing necessary electric, gas, water, heat, sewage,
telephone and other utilities to the Premises in connection with the operation, maintenance, use,
occupancy and repair and upkeep of the Premises, and (ii) all sewer fees, sanitation fees and
similar fees and charges payable by the occupant of the Premises.



     Section 4.03 Taxes and Assessments. (a) Tenant shall pay or cause there to be paid,
prior to their becoming delinquent, unless they are being diligently contested in good faith by
appropriate proceedings, any and all taxes, assessments and other governmental levies and charges
of any kind whatsoever, including ad valorem taxes, that are at any time during the Term lawfully
levied upon, assessed against or imposed in respect of this Agreement, the leasehold interest
created hereby, the Land, any reversionary interest of Authority in the Land and the Premises, any
taxable possessory rights which Tenant may have in or to the Premises by reason of its occupancy
thereof, the Premises, the financing thereof, or any machinery, equipment or other property
installed or brought by Tenant therein or thereon, and all assessments and charges lawfully made by
any Governmental Authority for public improvements and interest thereon that may be secured by Lien
on the Premises; provided, that with respect to special assessments or other governmental charges
that may lawfully be paid in installments over a period of years, Tenant shall be obligated to pay
only such installments and interest thereon, if any, as are required to be paid during the Term.



     (b) Tenant shall have the right, at its expense, to diligently contest in good faith by
appropriate proceedings the amount or validity of any tax, assessment or other charge which Tenant
is obligated to pay in accordance with the provisions of Section 4.03(a); and in the event of any
such contest, Tenant shall not be compelled (unless applicable law shall otherwise require) to pay
such taxes, assessments or other charges until such contest shall have been finally determined and
all applicable appeal periods have expired. Authority shall not be required to join in any
Proceedings under this subsection unless any law now or hereafter in effect shall require that such
Proceedings be brought by or in the name of Authority or any owner of the



- 16 -









 







Premises along with
Tenant, in which event Authority shall join in any such Proceedings or permit the same to be
brought in its name, and Tenant will reimburse Authority, as additional rent hereunder, for any and
all costs and expenses thus incurred by Authority. Authority will cooperate fully with Tenant in
any such contest, including the provision of necessary information and the execution and
preparation of any and all documents which may be reasonably required to enable Tenant to maintain
such Proceedings, and will give Tenant immediately after receipt by Authority notice of the
assessment of any such taxes or assessments and copies of all tax bills relating to the Premises
that are received by Authority. Authority shall not be subject to any liability for the payment of
costs or expenses in connection with such Proceedings, and Tenant shall indemnify Authority and
save it harmless from and against all such costs and expenses.



     (c) If any of the foregoing taxes, assessments or governmental charges are billed or mailed
directly to Tenant, Tenant will pay the same, and in any such event will deliver to Authority
receipt evidencing such payment. If any of said taxes, assessments or governmental charges are
billed to Authority, Authority will submit the same to Tenant for payment by it in accordance with
the immediately preceding sentence.



     Section 4.04 Insurance. (a) Throughout the Term, Tenant shall procure and maintain,
or cause there to be procured and maintained, in full force and effect from insurers of sound and
adequate responsibility: (i) a commercial general liability insurance policy or policies covering
the entire Premises (including any elevators and escalators therein, and any sidewalks, streets or
other public ways adjoining the Premises), in form reasonably acceptable to Authority providing
protection of Authority and its officers, agents, servants and employees, and insuring said parties
against all direct or contingent loss or liability for damages for bodily injury or death or damage
to property, including loss of use thereof, occurring on or in any way related to the Premises or
occasioned by reason of the occupancy by or the operations of Tenant upon, in or around the
Premises, with a combined single limit of $20,000,000 for each occurrence of bodily injury or death
or damage to property (or such greater amount as Authority may require in accordance with Section
4.04(e) or as Tenant may elect to provide); (ii) a policy of special form property insurance issued
with respect to the Premises insuring against damage or loss sustained by virtue of fire,
vandalism, malicious mischief and other risks formerly covered under “all risk” insurance, in a
form reasonably acceptable to Authority and in an amount not less than 100% of the full insurable
value (i.e., actual replacement cost less cost of land excavation, foundations and footings) of the
Premises, but subject to such deductibles as Tenant may reasonably establish that are reasonably
acceptable to Authority considering Tenant’s financial condition and the insurance practices of
similarly situated multi-national corporations; (iii) a policy of rental insurance from loss of
rental income due to fire, earthquake or boiler damage or destruction to all or any part of the
Premises for the period of time that is reasonably required with the exercise of due diligence and
dispatch to restore the damaged or destroyed Premises to tenantability; (iv) a policy of workers’
compensation insurance as required by applicable law; (v) a policy of employer’s liability
insurance of $1,000,000; and (vi) a policy of aircraft liability insurance (owned and non-owned),
including passenger liability insurance, with a combined single limit of $20,000,000 for each
occurrence, covering bodily injury or death or damage to property (or such greater amount as
Authority may require in accordance with Section 4.04(e) or as Tenant may elect to provide);
provided, that Tenant may be a self-insurer as to workers’ compensation insurance if permitted by
law. All of the foregoing insurance may be procured and maintained as part of or in conjunction
with any other policy or policies carried by Tenant.



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     (b) In the event Tenant shall remodel or renovate, or restore any damage to, the Premises,
Tenant shall keep, or cause the contractor(s) performing such remodeling, renovation or restoration
to keep, the improvements being remodeled, renovated or restored insured under builder’s risk
insurance (or similar insurance) in such amount as Tenant in its reasonable business judgment shall
determine to be adequate and which Authority shall have approved, which approval will not be
unreasonably withheld, conditioned or delayed. Such insurance shall name Authority as an
additional insured thereunder. In the event of any recovery under such insurance the proceeds
thereof shall be paid to Authority and applied to the payment of the costs of such remodeling,
renovation or restoration.



     (c) Upon or prior to the commencement of the Term, Tenant shall furnish to Authority (i)
policies or certificates of the insurers showing the amount and type of the insurance then in
effect that is required to be procured and maintained, or caused to be procured and maintained, by
it hereunder and stating the date and term of the policies evidencing such insurance and, with
respect to the insurance required by Section 4.04(a), that the policy and
policies of such insurance insures Tenant against the liability of Tenant under Section 7.05,
to the extent Tenant’s liability thereunder is insurable, and (ii) certificates that the insurance
so procured and maintained by Tenant complies with the requirements hereof as to amount, type and
parties insured thereunder. Certificates evidencing any renewal, replacement or extension of any
or all of the insurance required hereunder, or of renewals, replacements or extensions of such
renewals, replacements or extensions, shall be delivered by Tenant to Authority not less than five
Business Days prior to the expiration of any policy of insurance renewed, replaced or extended by
the insurance represented by any such certificate.



     (d) The provisions of this Agreement as to insurance required to be procured and maintained
shall not limit or prohibit, or be construed as limiting or prohibiting, Authority or Tenant from
obtaining any other or greater insurance with respect to the Premises or the use and occupancy
thereof that either or both of them may wish to carry, but in the event Authority or Tenant, as
applicable, shall procure or maintain any such insurance not required by this Agreement, the cost
thereof shall be at the expense of the party procuring or maintaining the same.



     (e) Authority shall review the amounts and types of insurance set forth in Section 4.04(a)
from time to time and may adjust such amounts and types of insurance if it reasonably determines
such adjustments are necessary to protect its interests and if it makes the adjusted insurance
requirements applicable to all similar Airport users. Tenant shall obtain such additional
insurance within 90 days after its receipt of demand therefor from Authority.



     (f) All policies of insurance required to be procured and maintained under this Section shall
(i) be issued by carriers authorized to do business in the State of Tennessee and reasonably
acceptable to Authority, (ii) be in form and content reasonably satisfactory to Authority, (iii)
name Authority as an additional insured as its interest may appear in the case of the insurance
described in clauses (i), (ii) and (vi) of Section 4.04(a), and (iv) contain an endorsement
prohibiting cancellation, failure to renew, reduction in amount of insurance or change in coverage
without first giving Authority not less than 30 days’ prior written notice thereof.



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ARTICLE V

CASUALTY; CONDEMNATION; TERMINATING EVENTS




     Section 5.01 Casualty Losses. (a) Subject to Section 5.01(b), if the Premises are
damaged by fire or other casualty, Tenant will, at its expense, promptly repair, rebuild or restore
the property damaged or destroyed to substantially the same condition as existed prior to the event
causing such damage or destruction, with such changes, alterations and modifications (including the
substitution and addition of other property exclusive of Land) as Tenant may desire and as will not
impair the operating unity or production capability or the revenue-producing capability of the
Premises or the character of the Premises as an aviation facility. Authority agrees to apply to
the payment of the costs of such repair, rebuilding or restoration the Net Proceeds of any
insurance received by it with respect to such damage or destruction (and any balance of such Net
Proceeds remaining after payment of all costs of such repair, rebuilding or restoration shall
remain the property of Authority). In the event the amount of such Net Proceeds, if any, received
by Authority is not
sufficient to pay in full the costs of repair, rebuilding or restoration, regardless of the
amount of the claim for loss, Tenant will pay such excess costs and will not, by reason of its
payment thereof or any other costs of repair, rebuilding or restoration of the Premises, be
entitled to any reimbursement from Authority or any abatement or diminution of the rent payable
under Section 2.03. No denial of coverage or refusal by an insurer to pay under an insurance
policy maintained by Tenant pursuant to Section 4.04(a)(iii) arising out of or relating to any
actual or alleged delay by Tenant or its contractors or subcontractors in restoring the damaged or
destroyed Premises in accordance with such policy shall entitle Tenant to any abatement or
diminution of the rent payable under Section 2.03.



     (b) In the event the damage to or destruction of the Premises arising out of or resulting from
fire or other casualty is so extensive as to render all or a substantial part of the Premises
unsuitable for the use intended by Tenant, Tenant may elect either that the Premises shall or shall
not be rebuilt and shall promptly notify Authority in writing of such election. If Tenant elects
to rebuild the Premises, Tenant and Authority shall proceed in accordance with the provisions of
Section 5.01(a). If Tenant elects not to rebuild the Premises, all Net Proceeds, if any, of
insurance received by Authority resulting from claims for such losses shall be held by Authority,
and Tenant shall pay to Authority that amount reasonably estimated by Authority as the cost of
clearing the Land, removing all debris therefrom resulting from such fire or other casualty and
stabilizing the Premises. Upon the making by Tenant of such payments to Authority, this Agreement
shall thereupon cease and terminate, and the parties hereto shall be released and discharged of and
from all further obligations hereunder, without prejudice, however, to any claims which may have
accrued prior thereto in favor of either party against the other.



     (c) For purposes of this Section, “Net Proceeds” means the gross proceeds of insurance
less any expenses (including attorneys’ fees and expenses) incurred in the collection of such gross
proceeds.



     Section 5.02 Condemnation. (a) In the event the whole or substantially the whole of
the Premises shall be condemned or taken as a result of or in anticipation of the lawful exercise
of the power of condemnation or eminent domain, this Agreement shall terminate on the date title to
the Premises or such portion thereof transfers to and vests in the Governmental Authority
condemning or taking the same, and the parties hereto shall be released and discharged of and



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from
all further obligations hereunder, without prejudice, however, to any claims which may have accrued
prior thereto in favor of either party against the other. The Net Award of both Authority and
Tenant in the event of any such condemnation shall be paid to Authority and Tenant in the
respective proportions (i) that Authority’s award for its interest in the Premises bears to the
gross award of both Authority and Tenant and (ii) that Tenant’s award for its interest in the
Premises bears to the gross award of both Authority and Tenant.



     (b) In the event that less than the whole or substantially the whole of the Premises shall be
condemned or taken as a result of or in anticipation of the lawful exercise of the power of
condemnation or eminent domain, Tenant may elect to terminate this Agreement or to continue the
same; provided, however, that Tenant may not terminate this Agreement unless Tenant reasonably and
in good faith shall determine that as a result of such partial taking the
Premises shall thereafter no longer be suitable for its operations therein and the same cannot
be restored within the proceeds of the Net Award of both Tenant and Authority (less the value of
the Land taken) so as to be suitable for such operations. Tenant shall promptly give written
notice of its election to Authority. If Tenant terminates this Agreement, (i) upon receipt by
Authority of such notice this Agreement shall forthwith cease and terminate, and the parties hereto
shall be released and discharged of and from all further obligations hereunder, without prejudice,
however, to any claims which may have accrued prior thereto in favor of either party against the
other, and (ii) the entire Net Award of both Tenant and Authority shall be paid to Authority. If
Tenant elects not to terminate this Agreement, (A) this Agreement shall continue without any
abatement or diminution of the rents payable under Section 2.03(a)(ii) but with a diminution of the
rents payable under Section 2.03(a)(i) in the amount of such rents properly allocable to the
property so taken, and (B) the Net Award of both Tenant and Authority shall be applied by Tenant to
the extent necessary to remedy any damage resulting from such taking (such as supplying new means
of access to the Premises, etc.), and any further balance then remaining shall be paid to
Authority.



     (c) In the event that the use, for a limited period of time, of all or part of the Premises
shall be taken as a result of or in anticipation of the lawful exercise of the power of
condemnation or eminent domain by any Governmental Authority for any public use or purpose, then,
subject to the provisions of Section 5.03, (i) this Agreement shall not thereby be terminated and
shall continue, but the rents payable under Section 2.03(a)(i) shall be proportionately abated for
the period such use is so taken and Tenant shall not be obligated for the amount of the rents so
abated which would otherwise have accrued under Section 2.03(a)(i) if such taking for a limited
period had not occurred, and (ii) the entire Net Award for such taking shall be paid to Authority.



     (d) Authority, as owner of the Land, shall collect, adjust and receive all moneys which may be
awarded or receivable as a result of any condemnation or taking as described in this Section, and
may compromise any and all claims arising from such condemnation or taking; provided that the
amounts awarded or received as a result of such taking shall be applied in accordance with the
preceding provisions of this Section.



     (e) For purposes of this Section, “Net Award” means (i) the amount awarded or received
as damages, compensation, or otherwise by reason of the taking of the Premises, or any part
thereof, or of the use thereof, as a result of or in anticipation of the exercise of the power of
condemnation or eminent domain, less the costs and expenses (including reasonable attorneys’



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fees)
expended or incurred in or about or in anticipation of Proceedings for condemnation of the Premises
or any part thereof or of the use thereof, and (ii) the Land taken or condemned, exclusive of any
building, structure or other fixture thereon, shall be valued at its fair market value as certified
by an independent appraiser satisfactory to both Authority and Tenant.



     Section 5.03 Terminating Events. In case by reason of any Terminating Event either
party shall be rendered unable, in whole or in part, to carry out any of its obligations hereunder
(other than Tenant’s obligation to make the rent payments required by Section 2.03 and other than
for any event that would constitute an Event of Default under clauses (iii), (iv) and (v) of
Section 10.01(a)), then except as is otherwise expressly provided herein, if such party shall give
notice and full particulars of such
Terminating Event in writing to the other party within a reasonable time after the occurrence
of the event or cause relied upon, such obligation of the party giving such notice (other than its
obligation to make the rent payments required by Section 2.03 and other than for any event that
would constitute an Event of Default under clauses (iii), (iv) and (v) of Section 10.01(a)) shall
be suspended so far as they are affected by such Terminating Event during the continuance of the
inability then claimed, which shall include a reasonable time for the removal of the effect
thereof, but for no longer period, and such party shall endeavor to remove or overcome such
inability with all reasonable dispatch. As used herein, “Terminating Event” means acts of
God, strikes, lockouts or other industrial disturbances, acts of the public enemy, orders of any
kind of the Government of the United States of America, of the State of Tennessee or any civil or
military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires,
hurricanes, storms, floods, washouts, droughts, arrests, restraining of government and people,
civil disturbances, explosions, partial or entire failure of utilities, shortages of labor,
material, supplies or transportation, or any other cause not reasonably within the control of the
party claiming such inability. The parties understand and agree that the settlement of existing or
impending strikes, lockouts or other industrial disturbances shall be entirely within the
discretion of the party or the parties having the power to make such settlement and having the
difficulty and that the foregoing requirements that any Terminating Event shall be reasonably
beyond the control of the party and shall be remedied with all reasonable dispatch shall be deemed
to be fulfilled even though such existing or impending strikes, lockouts and other industrial
disturbances may not be settled and could have been settled by acceding to the demands of the
opposing Person or Persons. If any of the foregoing acts or activities included within the
definition of “Terminating Events” shall continue for more than a year, of if the use of all or
part of the Premises shall be taken for a limited period which exceeds one year, or if the FAA or
the Civil Aeronautics Board or any other federal or state regulatory body having jurisdiction fails
to permit Tenant to operate at the Airport, then upon 30 days’ prior written notice by Tenant to
Authority, this Agreement shall forthwith terminate and the parties hereto shall be released and
discharged of and from all further obligations hereunder, without prejudice, however, to any claims
which may have accrued prior thereto in favor of either party against the other.



ARTICLE VI

ASSIGNMENT AND SUBLETTING




     Section 6.01 Assignment and Subletting by Tenant. Tenant shall not mortgage, pledge,
transfer or otherwise encumber or alienate its interest hereunder or in the Premises, in whole or
in part, or suffer to exist any Lien thereon without Authority’s prior written consent. Without
the prior written consent of Authority, Tenant shall not assign this Agreement or its interest



- 21 -









 







hereunder, in whole or in part, or sublet the Premises or any part thereof, and shall not permit
any transfer thereof by operation of law; provided, however, that (i) Tenant without such prior
written consent (but with reasonable advance notice to Authority) may sublet the Premises or any
part thereof, and may assign this Agreement, to one or more of Tenant’s Affiliates, and (ii) in the
event Tenant shall be a party to a merger with or into another corporation or corporations or to a
consolidation with another corporation or corporations permitted by Section 7.02, the corporation
so formed as the result of such merger or consolidation shall succeed to Tenant’s rights hereunder
subject to all of the terms, provisions and conditions hereof. In the event of any assignment of
this Agreement or subletting of the Premises, in whole or in part, in accordance with this Section,
(A) no such
assignment or subletting shall release or relieve Tenant from being primarily liable for any
of its responsibilities and liabilities hereunder, and in the event of any such assignment or
subletting, Tenant shall continue to be primarily liable for the faithful performance and
observance of all of the terms and conditions hereof to be performed or observed by it, (B) in the
case of an assignment, the assignee shall assume the obligations of Tenant hereunder to the extent
of the interest assigned and, in the case of a sublease, the subtenant shall acknowledge that its
sublease is subordinate to the operation and effect of this Agreement, and (C) Tenant shall, within
30 days after the delivery thereof, furnish or cause to be furnished to Authority a correct and
complete copy of such assignment and sublease, as applicable.



     Section 6.02 Assignment by Authority. Authority shall have the right from time to
time, without restriction or qualification, to pledge or assign, or both, this Agreement, in whole
or in part, or to pledge or assign, or both, any of the rents accruing hereunder. In the event of
any such pledge or assignment, or both, (i) Tenant agrees, from and after notice thereof to it, to
make all payments of such rents as may be specified in such notice, and (ii) the assignee shall
possess, enjoy, may exercise and be subrogated to all rights of Authority hereunder to the extent
such possession, enjoyment, exercise and subrogation are necessary to ensure Tenant’s compliance
with the terms and provisions hereof.



ARTICLE VII

COVENANTS




     Section 7.01 Quiet Enjoyment of Premises. Authority hereby covenants that so long as
Tenant pays the rent and other sums and charges reserved and agreed to be paid by Tenant hereunder,
and faithfully observes the covenants, conditions and agreements set forth herein to be observed by
Tenant, (i) Tenant shall freely, peaceably and quietly have and enjoy the Premises and every part
thereof and all of its other rights hereunder during the Term without hindrance from Authority, and
(ii) Authority will defend Tenant’s right to such peaceful and quiet possession.



     Section 7.02 Maintenance of Corporate Existence, Etc. Tenant will maintain its
corporate existence and good standing under the laws of the State of Delaware and its due
authorization to transact business within the State of Tennessee as a foreign corporation under the
laws of the State of Tennessee. Tenant further agrees that it will not, nor will it permit any
consolidated subsidiary to, merge or consolidate or dissolve or sell all or substantially all of
its assets or enter into any analogous reorganization or transaction with any other Person, except
that (i) any consolidated subsidiary may merge into or consolidate with or sell all or
substantially all of its assets to Tenant, providing that Tenant shall be continuing and surviving
corporation,



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(ii) any consolidated subsidiary may merge with or into any other consolidated
subsidiary, and (iii) any consolidated subsidiary may be liquidated or dissolved or sold; provided
that Tenant may, without violating the covenants set forth in this Section, consolidate with, or
merge into, one or more entities, or permit one or more other entities to consolidate with or merge
into Tenant, or otherwise transfer to another entity all or substantially all of its assets as an
entirety and thereafter dissolve, but only if the surviving, resulting or
transferee entity, as applicable, (A) if not Tenant, assumes, in writing satisfactory in form
and substance to Authority, and agrees to perform all of the obligations of Tenant hereunder, (B)
qualifies to transact business in the State of Tennessee, and (C) if such entity shall not be
organized and existing under the laws of the United States of America or any state or territory
thereof or the District of Columbia, furnishes to Authority an irrevocable consent to service of
process in, and to the jurisdiction of the courts of, the State of Tennessee with respect to any
Proceeding brought by Authority to enforce this Agreement.



     Section 7.03 Estoppel Certificates. Each party shall, at any time and from time to
time upon not less than 30 calendar days’ prior written request by the other party, execute,
acknowledge and deliver to such other party a statement in writing certifying (i) that this
Agreement is in full force and effect and has not been modified or amended (or if modified or
amended, a description of same), (ii) that no defaults have occurred and are continuing and no
existing condition has occurred with respect to which the giving of notice or the lapse of time
would constitute a default, and (iii) the dates to which the rent and other charges due hereunder
have been paid in advance. Each party agrees that any such statement delivered pursuant to this
Section may be relied upon by either party or by any third party.



     Section 7.04 Security Control. Tenant agrees to control, at its expense, all Persons
and vehicles entering any Airport restricted area (including aircraft movement area) through its
leased space in accordance with the Memphis International Airport Security Program in compliance
with 49 C.F.R. Parts 1520, 1540 and 1542, and any other applicable federal laws now or hereafter in
effect.



     Section 7.05 Indemnification by Tenant. Tenant shall fully indemnify and save and
hold Authority and its agents, officers, employees and representatives harmless from and against
any and all claims, demands, costs, expenses or damages by or on behalf of any Person arising out
of, resulting from or relating to the Premises or Tenant’s use and occupancy of the Premises,
including any claims or demands arising out of (i) any condition of the Premises, (ii) any breach
or default on the part of Tenant in the performance of any of its obligations hereunder, (iii) any
fault or act of negligence of Tenant or its agents, contractors, servants, employees, licensees or
invitees, or (iv) any accident to or injury or death of any Person or loss of or damage to any
property occurring in or about the Premises; provided, that Tenant shall not be liable for any
injury or damage or loss resulting from the fault or negligence of Authority or its agents,
officers, commissioners, employees or representatives; and provided, further, that Authority shall
give Tenant prompt and reasonable notice of any such claims or actions, and upon notice from
Authority, Tenant shall defend it in any such Proceedings and shall have the right to investigate
and compromise the same; provided, that if Authority and its commissioners, officers, agents and
employees, or any of the foregoing, are made a party to any Proceeding arising out of any of the
events or occurrences contemplated by this Section, they may be entitled to appear, defend or
otherwise take part at their election and by counsel selected by them, so long as such action by
them does not limit or make void any liability of any insurer of Authority or Tenant in respect of



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the claim or matter in question. Tenant’s liability for indemnification to Authority under this
Section shall be effective only to
the extent of any loss that may be sustained by Authority in excess of the proceeds received
by Authority from any insurance carried with respect to the loss sustained. Authority in no way
intends to bind itself hereby in respect of its governmental function, nor does it bargain or agree
to convey or transfer its police powers or such other powers or functions hereunder.



     Section 7.06 Surrender of Premises. Upon the termination or expiration of the Term,
Tenant shall vacate the Premises and surrender possession thereof peaceably and promptly to
Authority and, except as provided in Section 5.01 and Section 5.02 upon damage by casualty or
condemnation, in good working order and condition, reasonable wear and tear excepted, and in a
state of repair consistent with prudent use and conscientious maintenance thereof.



ARTICLE VIII

HAZARDOUS SUBSTANCES




     Section 8.01 Notice of Discovery of Hazardous Substances. If Authority or Tenant
discovers any Hazardous Substances existing on, under or about the Premises in violation of any
Environmental Law, it will promptly notify the other party of the details of such Hazardous
Substances and will provide to the other party any and all reports, data, laboratory analyses and
other documents or written materials related to such discovery and the presence of Hazardous
Substances on, under or about the Premises, except for privileged attorney/client communications
and attorney work product. Promptly following Tenant’s receipt of any notice, notice of violation,
information request, claim, complaint, demand letter or administrative inquiry related to or
arising out of any environmental condition on or about the Premises or related to or arising out of
Tenant’s compliance or failure to comply with any Environmental Law applicable to the Premises,
Tenant shall also notify Authority of that notice, request, claim, complaint, demand or inquiry.



     Section 8.02 Permitted Activities; Compliance Program. (a) Tenant hereby agrees that
during the Term (i) no activity will be conducted on the Premises by Tenant, its agents, employees,
sublessees, invitees or any other party entering the Premises with the consent or knowledge of
Tenant that will produce any Hazardous Substance, except for such activities that are part of the
ordinary course of Tenant’s business activities (the “Permitted Activities”), provided such
Permitted Activities are conducted in accordance with all Environmental Laws; (ii) the Premises
will not be used by Tenant, its agents, employees, sublessees, invitees or any other party entering
the Premises with the consent or knowledge of Tenant in any manner for the storage of any Hazardous
Substances except for the storage of such materials that are used in the ordinary course of
Tenant’s business (the “Permitted Materials”), provided such Permitted Materials are
properly stored in a manner and location in compliance with all Environmental Laws; (iii) no
portion of the Premises will be used by Tenant, its agents, employees, sublessees, invitees or any
other party entering the Premises with the consent or knowledge of Tenant as a landfill or dump;
(iv) Tenant shall have the express right to install and remove, from time to time, underground
storage tanks (“USTs”) or aboveground storage tanks (“ASTs”) and associated
equipment; (v) Tenant will not allow any surface or subsurface condition to exist or to come into
existence that constitutes, or with the passage of time may
constitute, a public or private nuisance; and (vi) Tenant will not permit any Hazardous
Substances to be brought onto, stored, processed, disposed of on, released, discharged from
(including ground water



- 24 -









 







contamination) or otherwise handled on the Premises, except for the
Permitted Materials described above and Hazardous Substances that Tenant transports for its
customers in the ordinary course of its business, and, if so brought or found located thereon, the
same shall be handled in compliance with all applicable Environmental Laws, and, if released into
the environment in violation of any of the foregoing restrictions, the same shall be immediately
removed and cleaned up by Tenant at its expense in accordance with all applicable Environmental
Laws. The requirement set forth in clause (v) does not obligate Tenant to remediate, or take any
other action with respect to, any surface or subsurface condition, the existence of which is not
attributable to the activities that Tenant conducts on the Premises or on any adjacent property
that Authority leases to Tenant.



     (b) Tenant further agrees to develop, implement and maintain such spill prevention and
countermeasure plans as may be required by any Environmental Laws and to develop, implement and
maintain an environmental compliance program for its operations that is consistent with prevailing
standards of Tenant’s industry.



     Section 8.03 Indemnity. Tenant will exonerate, hold harmless, indemnify, pay and
protect, defend and save Authority, its commissioners, officers, employees, agents, successors and
assigns from and against any claims (including third party claims whether for bodily injury or real
or personal property damage or otherwise), actions, administrative proceedings (including informal
proceedings), judgments, damages, punitive damages, penalties, fines, costs, response costs,
assessments, liabilities (including sums paid in settlement of claims), interest or losses
(including reasonable attorneys’ fees and expenses (including such fees and expenses incurred in
enforcing this Agreement), reasonable consultant fees, and reasonable expert fees) that may be
asserted against or sustained by any indemnified Person by reason of, or in connection with, (i)
the release, spill, leak, emission, escape, leach, disposal or discharge by Tenant or any of its
employees, agents, contractors or other invitees of any Hazardous Substances into the air, soil,
groundwater or surface water occurring at, on, about, under or within any part of the Premises or
occurring elsewhere in connection with the transportation of Hazardous Substances to or from the
Premises, or (ii) the migration of Hazardous Substances, the presence of which is attributable to a
release, spill, leak, emission, escape, leach, disposal or discharge by Tenant or any of its
employees, agents, contractors or other invitees of any Hazardous Substances into the air, soil,
groundwater or surface water occurring at, on, about, near, under or within any part of the
Premises or occurring elsewhere in connection with the transportation of Hazardous Substances to or
from the Premises. The indemnification provided in this Section shall specifically apply to and
include claims or actions brought by or on behalf of employees of Tenant against Authority or any
other Person indemnified hereunder. The indemnification provided herein shall specifically cover
costs (including capital, operating and maintenance costs) and response costs incurred in
connection with any investigation or monitoring of site conditions, any cleanup, containment,
remediation, removal or restoration work required or performed by any Governmental Authority or
performed by any other Person in response to an order or other requirement by such Governmental
Authority. Tenant’s obligation to indemnify and hold harmless Authority and the other indemnified
Persons set forth in this Section shall survive the expiration of the Term and the termination of
Tenant’s occupancy, in whole or in part, of the
Premises with respect to claims, actions, administrative proceedings, judgments, damages,
punitive damages, penalties, fines, costs, response costs, assessments, liabilities, interest or
losses (including reasonable attorneys’ fees and expenses, reasonable consultant fees, and
reasonable expert fees) arising from, or in connection with, releases, spills, leaks, emissions,
escapes,



- 25 -









 







leaching, disposals or discharges occurring prior to the expiration of Term or the earlier
termination of Tenant’s occupancy of the Premises. In making the foregoing indemnity, Tenant does
not undertake any obligation with respect to subterranean migration of Hazardous Substances to, on
or under the Premises from sites on which Tenant has not operated.



     Section 8.04 Removal of Under- and Above-Ground Storage Tanks. Upon the expiration of
the Term for any reason, Tenant, at its own expense, shall (i) remove and dispose of all USTs and
ASTs that Tenant installed, or caused to be installed, on the Premises 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 Premises all required cleanup activities
with respect to environmental conditions caused by, arising out of or resulting from Tenant’s
activities on the Premises.



ARTICLE IX

REPRESENTATIONS AND WARRANTIES




     Section 9.01 Authority’s Representations and Warranties. As an inducement for Tenant
to enter into this Agreement, Authority hereby represents and warrants to Tenant that:



     (a) Authority is a body politic and corporate duly organized and validly existing in good
standing under the laws of the State of Tennessee and has the full corporate power, authority and
legal right to own its properties and to conduct its business as such properties are presently
owned and such business is presently conducted, and to execute and deliver this Agreement and
perform its obligations hereunder.



     (b) Authority has the corporate power, authority and legal right to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement by Authority have been duly
authorized by all necessary corporate action on the part of Authority.



     (c) This Agreement has been duly executed and delivered by Authority and constitutes a legal,
valid and binding obligation of Authority, enforceable against Authority in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter affecting
the enforcement of creditors’ rights in general and general principles of equity (whether applied
in a Proceeding at law or in equity).



     (d) The execution and delivery of this Agreement by Authority, the performance by Authority of
its obligations hereunder and the consummation of the transactions contemplated hereby, do not and
will not (i) violate, contravene or conflict with the charter or bylaws of Tenant or any law,
order, rule or regulation applicable to Authority of any Governmental Authority having jurisdiction
over Authority, or (ii) result in a breach of any of the material
terms and provisions of, constitute (with or without the giving of notice or the lapse of time
or both) a material default under, or result in the creation or imposition of any Lien upon any of
Authority’s properties pursuant to, any indenture, contract, lease, mortgage, deed of trust or
other instrument or agreement to which Authority is a party or by which Authority is bound.



     (e) There are no Proceedings or investigations pending or, to the knowledge of Authority,
threatened against Authority before any court, regulatory body, administrative agency



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or other
tribunal or Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this Agreement, or (iii)
seeking any determination or ruling that, in the reasonable judgment of Authority, would materially
and adversely affect the performance by Authority of its obligations hereunder or would materially
and adversely affect the validity or enforceability of this Agreement.



     (f) All authorizations, consents, order or approvals of or registrations or declarations with
any Governmental Authority required to be obtained, effected or given by Authority in connection
with the execution and delivery of this Agreement by Authority, the performance by Authority of its
obligations hereunder, and the consummation of the transactions contemplated hereby, have been duly
obtained, effected or given and are in full force and effect.



     Section 9.02 Tenant’s Representations and Warranties. As an inducement for Authority
to enter into this Agreement, Tenant hereby represents and warrants to Authority that:



     (a) Tenant is a corporation duly organized and validly existing in good standing under the
laws of the State of Delaware and has the full corporate power, authority and legal right to own
its properties and to conduct its business as such properties are presently owned and such business
is presently conducted, and to execute and deliver this Agreement and perform its obligations
hereunder.



     (b) Tenant has the corporate power, authority and legal right to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement by Tenant have been duly
authorized by all necessary corporate action on the part of Tenant.



     (c) This Agreement has been duly executed and delivered by Tenant and constitutes a legal,
valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or hereafter affecting the enforcement
of creditors’ rights in general and general principles of equity (whether applied in a Proceeding
at law or in equity).



     (d) The execution and delivery of this Agreement by Tenant, the performance by Tenant of its
obligations hereunder and the consummation of the transactions contemplated hereby, do not and will
not (i) violate, contravene or conflict with the certificate of incorporation or bylaws of Tenant
or any law, order, rule or regulation applicable to Tenant of any Governmental Authority having
jurisdiction over Tenant, or (ii) result in a breach of any of the material terms and provisions
of, constitute (with or without the giving of notice or the lapse of time or both) a material
default under, or result in the creation or imposition of any Lien upon
any of Tenant’s properties pursuant to, any indenture, contract, lease, mortgage, deed of
trust or other instrument or agreement to which Tenant is a party or by which Tenant is bound.



     (e) There are no Proceedings or investigations pending or, to the knowledge of Tenant,
threatened against Tenant before any court, regulatory body, administrative agency or other
tribunal or Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this Agreement, or (iii)
seeking any determination or ruling that, in the reasonable judgment of Tenant, would



- 27 -









 







materially
and adversely affect the performance by Tenant of its obligations hereunder or would materially and
adversely affect the validity or enforceability of this Agreement.



     (f) All authorizations, consents, order or approvals of or registrations or declarations with
any Governmental Authority required to be obtained, effected or given by Tenant in connection with
the execution and delivery of this Agreement by Tenant, the performance by Tenant of its
obligations hereunder, and the consummation of the transactions contemplated hereby, have been duly
obtained, effected or given and are in full force and effect.



ARTICLE X

DEFAULT; REMEDIES




     Section 10.01 Breach by Tenant. (a) Tenant shall be in default hereunder if during
the term (or any renewal term) of this Agreement:




     (i) Tenant shall fail to pay when due and owing any installment of rent or any other
sums specified hereunder and such failure shall continue for 30 days;




     (ii) Tenant shall fail to observe or perform any other covenant, agreement or
obligation to be performed or observed by Tenant hereunder, and such failure shall not be
cured within 30 days after Authority shall have given Tenant written notice specifying the
nature of Tenant’s default or delinquency or within such longer period of time following the
delivery of that notice as is reasonably necessary to correct such failure if Tenant has
instituted appropriate corrective action and is diligently pursuing the same;




     (iii) Tenant’s interest in this Agreement shall be mortgaged, pledged, or otherwise
encumbered or transferred, in whole or in part, voluntarily or involuntarily or by operation
of law, or Tenant shall assign or sublet such interest, in whole or in part, except as
permitted by Section 7.02;




     (iv) Tenant shall dissolve or sell all or substantially all of its assets except as
permitted by Section 7.02;




     (v) an Event of Bankruptcy shall occur with respect to Tenant;




     (vi) Tenant shall abandon or vacate the Premises; or




     (vii) Tenant shall default in the prompt and complete observance or performance of any
covenant, agreement or obligation to be observed or performed by
Tenant in accordance with any other lease or similar agreement with Authority, whether
now existing or hereafter arising, and such default shall continue to exist after any
applicable cure period therefor set forth in such lease or other agreement shall have
expired.



     (b) Upon the occurrence of an Event of Default by Tenant:




     (i) (A) Authority shall have the right, at its sole option, at the time Tenant shall be
in default hereunder or at any time thereafter while such Event of Default shall continue,
give Tenant written notice of intention to terminate this Agreement on a date



- 28 -









 







specified in
such notice, which date shall not be earlier than 10 days after such notice is given, and if
all defaults have not been cured on the date so specified, Tenant’s rights to possession of
the Premises shall cease, and with or without re-entry by Authority, this Agreement and the
Term shall thereupon cease, and Authority may then re-enter and take possession of the
Premises as of Authority’s former estate, and Tenant shall forthwith surrender possession of
the Premises as provided in Section 7.06; provided that Tenant shall be, and shall remain,
liable for all rent accrued hereunder to the date such termination becomes effective and for
all other sums then owing by Tenant hereunder; and provided, further, that notwithstanding
the termination of this Agreement and the terms hereof or any re-entry by Authority upon
such termination as provided above, Tenant shall nevertheless pay to Authority as liquidated
damages for the default by Tenant the reasonable costs of alterations incurred by Authority
in re-letting the Premises, or the reasonable costs to Authority necessary to place the
Premises in condition for re-letting, which costs shall be paid by Tenant to Authority
immediately upon notice to Tenant that such alterations have been completed and the amount
of such costs. Any rent, income, receipts, profits or other moneys received or derived by
Authority from any re-renting or re-leasing or other use of the Premises after the
termination hereof as provided above shall be the sole and exclusive property of Authority
and Tenant shall have no rights therein.




          (B) The acceptance by Authority from Tenant of any rent after the termination of this
Agreement as provided in subparagraph (A) shall not reinstate this Agreement or the Term.




          (C) Neither notice to pay rent or to deliver up possession of the Premises given
pursuant to law, nor any Proceeding taken by Authority, nor the failure by Tenant for any
period of time to pay any of the rents herein reserved, shall of itself operate to
terminate this Agreement, and no termination of this Agreement on account of default by
Tenant shall be or become effective, either by operation of law or by the action of
Authority or of Tenant, or otherwise, except only in the manner expressly provided in
subparagraph (A). Tenant covenants and agrees that no surrender of the Premises or of this
Agreement or any termination of this Agreement shall be valid in any manner or for any
purpose whatsoever unless of such surrender or termination has been given by Authority as
expressly provided in subparagraph (A).




     (ii) As an alternative remedy, Authority may elect not to terminate this Agreement and
the Term as provided in paragraph (i), in which event Tenant agrees to and shall remain
liable for the payment of all rents reserved herein and the performance
of all conditions set forth herein, and shall pay such rents at the same time and in
the same manner as provided in Section 2.03, notwithstanding any entry or re-entry by
Authority as provided in this paragraph or any Proceeding in unlawful detainer or otherwise,
brought by Authority for the purpose of effecting such entry or re-entry or obtaining
possession of the Premises. Authority may, without terminating this Agreement and the Term,
after giving Tenant 10 days’ written notice, re-enter the Premises and take possession
thereof pursuant to legal proceedings or pursuant to any other notice required by law, and
shall use reasonable diligence to re-let the Premises, or any part or parts thereof, for
such period or periods and upon such term or terms and at such reasonable rental rentals and
upon such other conditions as Authority may deem



- 29 -









 







advisable, with the right to make
alterations and repairs to the Premises. Tenant agrees that this Agreement constitutes full
and sufficient notice of the right of Authority to re-rent the Premises in the event of such
re-entry, without effecting a surrender or termination of this Agreement and the Term, and
further agrees that no acts of Authority in effecting such re-renting or re-leasing shall
constitute a surrender or termination of this Agreement and the Term irrespective of the
period for which such re-leasing or re-renting is made or the terms and conditions of such
re-leasing or re-renting or otherwise, but that, on the contrary, in the event of any
default by Tenant set forth in Section 10.01, the right to terminate this Agreement shall
vest in Authority, to be effected in the sole and exclusive manner provided in paragraph
(i). Tenant shall remain liable for all rents reserved herein, and no re-entry shall
relieve it of its obligations hereunder to pay such rents or to perform any other of its
obligations hereunder, all of which shall survive such re-entry and whether or not the
Premises or any part thereof has been re-let, but Tenant shall receive a credit against such
rent in the amount of the proceeds, if any, of such re-letting after deducting from such
proceeds all of Authority’s expenses in and in connection with such re-letting, including
all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, expenses of
employees, removal costs, alteration costs and expenses of preparation for re-letting, and
any amounts collected pursuant to action taken under this paragraph shall be paid to
Authority unless all sums then owing hereunder by Tenant to Authority shall have been paid
in full, in which case such amounts shall be paid to Tenant if and so long as this Agreement
or the Term shall not have been terminated.




     (iii) (A) If Authority elects not to terminate this Agreement as provided in paragraph
(ii), it may at any time thereafter while Tenant is in default hereunder, elect to proceed
in the manner set forth in paragraph (i).




          (B) If, under any of the foregoing provisions of this subsection, Authority shall have
the right to re-enter and take possession of the Premises, Authority may enter and expel
Tenant and those Persons claiming through or under Tenant and remove their property and
effects (forcibly, if necessary), without being guilty of any manner of trespass and without
any liability therefor and without prejudice to any remedies of Authority in the event of
default by Tenant, and without liability for any interruption of the conduct of the affairs
of Tenant or those Persons claiming through or under Tenant which may result from such
entry. Authority may remove all of Tenant’s property whatsoever situated upon the Premises
and place such property in storage in any warehouse or other suitable place in Memphis,
Tennessee, for the account of and at the expense of Tenant, and Tenant hereby exempts and
agrees to hold harmless Authority
from any costs, loss or damage whatsoever arising or occasioned by any such entry upon
and retaking of the Premises and the removal and storage of such property by Authority or
its duly authorized agents in accordance with the provisions hereof. Tenant hereby waives
any and all claims for damages caused or which may be caused by Authority in re-entering and
taking possession of the Premises as provided herein and all claims for damages to or loss
of any property belonging to Tenant that may be in or upon the Premises.




          (C) Tenant hereby waives, surrenders and gives up all right or privilege which Tenant
may or might have under or by reason of any applicable law,



- 30 -









 







regulation or ruling now or
hereafter in effect to redeem, occupy or re-occupy the Premises after having been
dispossessed or ejected therefrom by the process of law or the provisions of this Agreement.




     (iv) Authority may, at its option, declare all installments of rent payable under
Section 2.03 for the remainder of the Term to be immediately due and payable, whereupon the
same shall become immediately due and payable.




     (v) Authority may take whatever action at law or in equity may appear necessary or
desirable to collect the rent then due or thereafter to become due, or to enforce
performance and observance of any obligation, agreement or covenant of Tenant hereunder.



     Section 10.02 Breach by Authority; Set-offs Against Rents. (a) Tenant shall have the
right to terminate this Agreement by the delivery of written notice to Authority at least 30 days
in advance of the effective date of termination specified in Tenant’s notice if one or more of the
following events occur: (i) any court of competent jurisdiction shall issue an injunction that
materially restricts the use of the Airport for airport purposes and that is not dismissed within
30 days or such additional period of time as is reasonably necessary to dismiss such injunction if
Authority has diligently contested such injunction in good faith through appropriate proceedings;
(ii) Authority shall fail to observe or perform any covenant, agreement or obligation to be
performed or observed by Authority hereunder, and such failure shall not be cured within 30 days
after Tenant shall have given Authority written notice specifying the nature of Authority’s default
or delinquency or within such longer period of time following the delivery of that notice as is
reasonably necessary to correct such failure if Authority has instituted appropriate corrective
action and is diligently pursuing the same; (iii) the United States of America or any authorized
agency thereof or any other Governmental Authority having jurisdiction in the premises shall assume
the operation, control or use of the Airport facilities, or any substantial part or parts of those
facilities in such a manner as to restrict for a period of 30 days or more Tenant’s operations
hereunder; or (iv) the Airport shall be abandoned for aviation uses.



     (b) If Authority shall fail to keep or perform any of its obligations as provided herein, then
Tenant, upon the continuance of such failure on the part of Authority for 30 days after written
notice to Authority of such failure and without waiving or releasing Authority from any such
obligation, as an additional but not exclusive remedy, may (but shall not be obligated to do so)
perform any of such obligations. If, and to the extent, the cost of performing any such
obligation is not chargeable hereunder to Tenant as additional rent or as moneys owing by
Tenant to Authority, then all sums expended by Tenant in performing any such obligation of
Authority hereunder, may be set-off by Tenant against the rents owing by Tenant to Authority under
Section 2.03(a); provided that Tenant, in making such set-off, shall file with Authority evidence
of the giving of the aforesaid notice to Authority, the failure by Authority to remedy the failure
to which such notice pertained and the cost to Tenant of remedying the same.



     Section 10.03 No Personal Liability. No Commissioner of Authority and no officer or
employee thereof shall be individually or personally liable in any way hereunder, but nothing set
forth herein shall relieve such Commissioner, officer or employee from the performance of any duty
provided or required by law.



- 31 -









 





ARTICLE XI

MISCELLANEOUS




     Section 11.01 Governing Law; Consent to Jurisdiction. This Agreement and the rights
and obligations of the parties hereunder shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Tennessee, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of Tennessee or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of Tennessee. Any legal action or proceeding with respect to this Agreement may be brought in the
courts of the State of Tennessee in Shelby County, or of the United States for the Western District
of Tennessee and, by execution and delivery of this Agreement, each party hereby irrevocably
accepts for itself and in respect of its property, generally and unconditionally, the nonexclusive
jurisdiction of such courts. Each party irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the venue of any such
proceeding brought in such court and any claim that any such proceeding brought in any such court
has been brought in an inconvenient forum.



     Section 11.02 Severability. If a court of competent jurisdiction determines that any
provision of this Agreement is invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this
Agreement.



     Section 11.03 Notices. Unless otherwise expressly specified or permitted by the terms
hereof, any request, demand, authorization, direction, notice, consent, waiver or other
communication to be given under or by reason of this Agreement shall be in writing, personally
delivered, sent by first class certified or registered mail, return receipt requested, or overnight
delivery service, or transmitted in the form of facsimile notice, followed by written notice
delivered as aforesaid, and shall be deemed to have been duly given (i) upon receipt (with receipt
confirmed in writing), (ii) the Business Day following the day on which the same has been delivered
prepaid (or on an invoice basis) to a reputable national overnight delivery service, or (iii) the
third Business Day following
the day on which the same is sent by first class mail, certified or registered mail, with
return receipt requested, in each case:



          If to Authority, to:



Memphis-Shelby County Airport Authority

2491 Winchester Road, Suite 113

Memphis, Tennessee 38116

Attn: President and Chief Executive Officer

Facsimile: (901) 922-8099





or in the case of any communication to Authority by overnight delivery service, to:


Memphis-Shelby County Airport Authority

3505 Tchulahoma Road

Memphis, Tennessee 38118

Attn: President and Chief Executive Officer

Facsimile: (901) 922-8099




- 32 -









 









in each case, with a copy to the Vice President and General
Counsel of Memphis-Shelby County Airport Authority at the
address above to which such communication is delivered to
Authority



          If to Tenant, to:



Federal Express Corporation

3680 Hacks Cross Road

Building H, 3rd Floor

Memphis, Tennessee 38125

Attn: Managing Director, Real Estate and Airport Relations

Facsimile: (901) 434-9610



with a copy to:



Federal Express Corporation

Legal Department

3620 Hacks Cross Road

Building B, 3rd Floor

Memphis, Tennessee 38125

Attn: Managing Director, Business Transactions Group (#07-0958-0982)

Facsimile: (901) 434-7831



or, as to each party, to such other address or telecopy number as shall be designated by such party
in a written notice to the other parties hereto from time to time. Rejection or refusal to accept,
or the inability to deliver because of a changed address of which no notice was given in accordance
with the terms of this Section, shall not affect the validity of notice given in accordance with
this Section.




     Section 11.04 Entire Agreement; Amendments. This Agreement sets forth the entire agreement and understanding of the parties with regard
to the subject matter hereof, and supersedes all prior and contemporaneous representations,
agreements and understandings, oral or otherwise, between the parties with respect to such subject
matter (including the Original Lease Agreement). No representation, agreement, arrangement or
understanding, oral or written, exists among the parties relating to the subject matter hereof that
is not fully expressed herein. Except as otherwise expressly provided herein, no amendment or
modification of this Agreement shall be effective unless approved in writing by all of the parties.



     Section 11.05 Parties in Interest. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns, and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.



     Section 11.06 Further Assurances. Each party hereby agrees that upon the request of
the other party hereto, it shall take and perform (or refrain from taking or performing) such
further acts and deeds, provide all information, and execute, acknowledge, deliver and record such
other documents and instruments, as may be necessary, advisable or proper from time to time to
further evidence, confirm or carry out the provisions, intent and/or purposes hereof or to comply
with any applicable laws, rules or regulations.



- 33 -









 





     Section 11.07 Waivers. Any waivers of terms or conditions hereunder shall be valid
only if set forth in an instrument in writing signed by the party to be bound thereby. No course
of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the
validity, binding effect, or enforceability of this Agreement or operate as a waiver of any right,
power or privilege hereunder, and no single or partial exercise of any such right, power or
privilege hereunder shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.



     Section 11.08 Rights and Remedies Cumulative. Unless expressly stated to be
exclusive, no remedy conferred herein shall be deemed to be exclusive of any other remedy conferred
herein or any other remedy now or hereafter available at law or equity. All remedies conferred
herein, and all remedies now or hereafter available at law or equity, shall be deemed to be
cumulative and not alternative, and may be enforced concurrently or successively. The exercise of
(or failure to exercise) any one or more remedies shall not operate as a waiver of, or constitute a
bar to, the exercise of any other remedies.



     Section 11.09 Time is of the Essence. Time is of the essence in the performance of
each party’s obligations hereunder.



     Section 11.10 Costs and Attorneys’ Fees. If any legal action or other Proceeding is brought for the enforcement or interpretation of
this Agreement, or because of an alleged dispute, breach, default or misrepresentation in
connection with any provisions of this Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys’ fees, court costs and all expenses even if not
taxable as court costs incurred in that action or Proceeding, in addition to any other relief to
which such party or parties may be entitled.



     Section 11.11 Counterparts; Effectiveness. This Agreement (i) may be executed in any
number of counterparts, each of which when so executed and delivered shall be deemed an original,
but all of which together shall constitute one and the same instrument, and (ii) shall become
effective as of the Effective Date upon the execution by each party of at least one counterpart
hereof, and it shall not be necessary that any single counterpart bear the signatures of all
parties.



     Section 11.12 Authority May Perform Tenant’s Obligations. If Tenant fails to keep or
perform any of its obligations hereunder in respect of (i) the payment of taxes, assessments,
public charges or other impositions, (ii) repairs to and maintenance of the Premises, (iii) the
replacement, substitution or installation of equipment, furnishings, machinery or other personal
property, (iv) compliance with applicable legal requirements, (v) keeping the Premises free of
Liens, or (vi) the making of any other payment required by or the performance of any other
obligation imposed upon it hereunder, then Authority, upon continuance of such failure on the part
of Tenant for 30 days after written notice to Tenant of such failure or for such longer period
following Tenant’s receipt of that notice as may be reasonably necessary to rectify the default
through the exercise of prompt, diligent and continuous effort through appropriate proceedings and
without waiving or releasing Tenant from any obligation, as an additional but not an exclusive
remedy, may (but shall not be obligated to) make any of the foregoing payments or perform any of
the foregoing obligations, and all sums so paid or expended by Authority shall be deemed additional
rent hereunder pursuant to Section 2.03(a)(ii), and shall become an additional obligation of Tenant
to Authority, which amount, together with interest thereon at the maximum



- 34 -









 







rate of interest
permitted under Tennessee law from the date of payment by Authority, Tenant hereby agrees to pay.



     Section 11.13 Subordination of Agreement to Certain Agreements with Federal Government;
FAA Approval. This Agreement shall be subordinate in all respects to the provisions of any
existing or future leases, contracts or agreements between Authority and the United States or any
agency thereof relative to aircraft operating areas of the Airport, the execution of which has been
or may be required as a condition precedent to the expenditure of federal funds for the development
of the Airport. Although this Agreement shall be and become effective upon the execution hereof by
the parties hereto, it shall nevertheless be subject to approval by the FAA, and the parties hereby
covenant and agree to make any modifications or amendments hereto that may be required to obtain
such approval.



     Section 11.14 Memorandum of Lease. This Agreement may not be recorded by Authority without the consent of Tenant unless
Authority reasonably and in good faith determines that it ought to record same, and gives Tenant 15
days’ advance notice of its intention so to do and its reasons therefor. It is agreed that if
Authority or Tenant so desires, the parties shall execute a short-form memorandum of this Agreement
which either Authority or Tenant may record at its expense in lieu of recording the entire
Agreement.



     Section 11.15 Interpretation. The parties hereby agree that each party and its
attorneys have reviewed and revised this Agreement and that the normal rule of construction, to the
effect that any ambiguities are resolved against the drafting party, shall not be employed in the
interpretation of this Agreement.



[Signature Page Follows]




- 35 -









 








     IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute
this Agreement as of the date first written above.



	 	 	 	 	 
	 	MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY

 	 
	 	By:  	/s/  LARRY D. COX
 	 
	 	 	Larry D. Cox, A.A.E. 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 
	ATTEST:
	 	 
	 
	 	 
	/s/ ANTHONY W. BROWN
 

Anthony W. Brown

	 	 
	Vice President, Business
Diversity and

   Government
Affairs
	 	 
	 
	 	 
	APPROVED AS TO FORM AND 

LEGALITY:
	 	 
	 
	 	 
	/s/ SARA L. HALL
 


	 	 
	Sara L. Hall,
Vice-President and General
Counsel
	 	 






	 	 	 	 	 
	 	FEDERAL EXPRESS CORPORATION

 	 
	 	By:  	                                 /s/  GRAHAM R. SMITH
 	 
	 	 	Graham R. Smith, 	 
	 	 	Vice-President, Properties and Facilities 	 
	 



	 	 	 
	ATTEST:
	 	 
	 
	 	 
	/s/ CARY S. BLANCETT
 

Name: Cary S. Blancett

	 	 
	Title: Assistant Secretary
	 	 






- 36 -









 






STATE OF TENNESSEE




COUNTY OF SHELBY




     Before me, Shawnita L. Neely, of the state and county mentioned, personally appeared Larry D.
Cox, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence),
and who, upon oath, acknowledged himself to be President and Chief Executive Officer of
Memphis-Shelby County Airport Authority, the within named bargainor, a body politic and corporate,
and that he as such President executed the foregoing instrument for the purpose therein contained,
by personally signing the name of the body politic and corporate as President.



     WITNESS may hand and seal, at office in Memphis, Tennessee, on May 31, 2007.



	 	 	 	 	 
	 	 	 
	 	                            /s/  SHAWNITA L. NEELY
 	 
	 	Notary Public 	 
	 	 	 
	 



My commission expires:




September 19, 2007




STATE OF TENNESSEE




COUNTY OF SHELBY





     Before me, Beverly Azlin, of the state and county mentioned, personally appeared Graham R.
Smith, with whom I am personally acquainted (or proved to me on the basis of satisfactory
evidence), and who, upon oath, acknowledged himself to be Vice-President, Properties and Facilities
of Federal Express Corporation, the within named bargainor, a corporation, and that he as such
Vice-President executed the foregoing instrument for the purpose therein contained, by personally
signing the name of the corporation as Vice-President.



     WITNESS may hand and seal, at office in Memphis, Tennessee, on May 29, 2007.



	 	 	 	 	 
	 	 	 
	 	                            /s/  BEVERLY AZLIN
 	 
	 	Notary Public 	 
	 	 	 
	 



My commission expires:




September 19, 2007





- 37 -









 








EXHIBIT A




See Attached





 









 





     



EXHIBIT A TO COMPOSITE LEASE AGREEMENT




FEDERAL EXPRESS CORPORATION

2003 CORPORATE AVENUE-B3

MEMPHIS, TN 38132






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	FEDEX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CURRENT	 	CURRENT	 	PROJECTED RATES	 	 	 	 	 	 	 	 
	PARCEL	 	LEASE	 	 	 	 	 	 	 	EFFECTIVE	 	SQUARE	 	CURRENT	 	MONTHLY	 	ANNUAL	 	EFFECTIVE JULY 2008	 	7/1/2008	 	7/1/20139	 	7/1/20189
	NUMBER	 	NUMBER	 	 	 	CURRENT SUPPLEMENTAL	 	USE OR LOCATION	 	DATE	 	FEET	 	RATE	 	BILLING	 	BILLING	 	RATES	 	MONTHLY	 	ANNUAL	 	ESCALATION	 	ESCALATION	 	ESCALATION
	 
	1
	 	07-0958	 	N/A	 	TAXIWAY N	 	 	1/1/2009 	1	 	 	100,035	 	 	 	N/A	 	 	$	0.00	 	 	$	0.00	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2
	 	07-0959	 	SUPPLEMENTAL 26	 	AMR FACILITIES/LANDLOCKED PARCELS	 	 	1/1/2007	 	 	 	1,082,446	 	 	Varies 3	 	$	30,869.35	 	 	$	370,432.20	 	 	$	0.3935	 	 	$	35,497.91	 	 	$	425,974.97	 	 	 	15	% 3	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SUPPLEMENTALS	 	WEST RAMP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3
	 	07-0960	 	18, 19, 20, 21, 22 & 23	 	UNIMPROVED GROUND	 	 	1/1/2007	 	 	 	3,111,647	 	 	$	0.1525	 	 	$	39,543.85	 	 	$	474,526.17	 	 	$	0.1906	 	 	$	49,423.33	 	 	$	593,079.92	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	22, 24 & 25	 	UNIMPROVED GROUND	 	 	1/1/2007	 	 	 	914,283	 	 	$	0.1525	 	 	$	11,619.01	 	 	$	139,428.16	 	 	$	0.1906	 	 	$	14,521.86	 	 	$	174,262.34	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4
	 	07-0961	 	N/A	 	TAXIWAY C	 	 	1/1/2009	 2	 	 	731,098	 	 	 	N/A	 	 	$	0.00	 	 	$	0.00	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5
	 	07-0962	 	SUPPLEMENTAL 13	 	UNIMPROVED APRON/GRACELAND RAMP	 	 	1/1/2007	 	 	 	515,496	 	 	$	0.1525	 	 	$	6,551.10	 	 	$	78,613.14	 	 	$	0.1906	 	 	$	8,187.79	 	 	$	78,613.14	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	SUPPLEMENTAL 17	 	UNIMPROVED APRON/SIERRA RAMP	 	 	1/1/2007	 	 	 	 	 	 	$	0.1525	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6
	 	07-0963	 	AGREEMENT #92-0833	 	IRS/AOD	 	 	1/1/2007	 	 	 	2,248,286	 	 	$	0.6650	 	 	$	125,000.00	 	 	$	1,500,000.00	 	 	$	0.6672	 	 	$	125,000.00	 	 	$	1,500,000.00	 	 	 	N/A	 	 	 	15% 	 	CPI 0R 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7
	 	07-0964	 	SOUTHWIDE #90-0242	 	GRAEBER ASSIGNMENT	 	 	1/1/2007	 	 	 	427,030	 	 	$	0.1029	 	 	$	2,506.15	 	 	$	30,073.80	 	 	$	0.1029	 	 	$	2,506.15	 	 	$	43,941.39	 	 	 	25	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8
	 	07-0965	 	SOUTHWIDE ASGMT. #80-0223	 	EQUITABLE LIFE	 	 	1/1/2007	 	 	 	451,370	 	 	$	0.0644	 	 	$	2,340.16	 	 	$	28,081.92	 	 	$	0.0644	 	 	$	2,340.16	 	 	$	29,068.23	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9
	 	07-0966	 	SUPPLEMENTAL 15 (INTERNATIONAL PARK)	 	FEDEX PARKING — TCHULAHOMA	 	 	1/1/2007	 	 	 	833,458	 	 	$	0.2673	 	 	$	18,565.28	 	 	$	222,783.36	 	 	$	0.2673	 	 	$	18,565.28	 	 	$	222,783.32	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10
	 	07-0967	 	SUPPLEMENTAL 16 (INTERNATIONAL PARK)	 	FEDEX CONSTRUCTION STORAGE AREA	 	 	1/1/2007	 	 	 	140,617	 	 	$	0.2673	 	 	$	3,132.24	 	 	$	37,586.92	 	 	$	0.2673	 	 	$	3,132.24	 	 	$	37,586.92	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11
	 	07-0968	 	SUPPLEMENTAL 13	 	UNIMPROVED GROUND/GSE STORAGE	 	 	1/1/2007	 	 	 	187,217	 	 	$	0.1525	 	 	$	2,379.22	 	 	$	28,550.59	 	 	$	0.1906	 	 	$	2,973.63	 	 	$	35,683.56	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12
	 	07-0969	 	SUPPLEMENTAL 27	 	A-380 GSE STORAGE	 	DBO/12/1/07 4	 	 	187,618	 	 	 	N/A	 	 	$	0.00	 	 	$	0.00	 	 	$	0.1525	 	 	$	2,384.31	 	 	$	28,611.75	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13
	 	07-0970	 	SUPPLEMENTAL 23	 	A-380 RAMP	 	 	1/1/2007	 	 	 	1,900,006	 	 	$	0.1220	 	 	$	19,316.73	 	 	$	231,800.73	 	 	$	0.1220	 	 	$	19,316.73	 	 	$	231,800.73	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	SUPPLEMENTAL 25	 	A-380 GSE RAMP	 	 	1/1/2007	 	 	 	319,113	 	 	$	0.1525	 	 	$	4,055.39	 	 	$	48,664.73	 	 	$	0.1906	 	 	$	5,068.58	 	 	$	60,822.94	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14
	 	07-0971	 	SUPPLEMENTAL 14	 	UNIMPROVED APRON/DE-ICING EQUIPMENT STORAGE	 	 	1/1/2007	 	 	 	428,616	 	 	$	0.1525	 	 	$	5,447.00	 	 	$	65,363.94	 	 	$	0.1906	 	 	$	6,807.85	 	 	$	81,694.21	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	07-0972	 	**N/A	 	SPRANKLE ROAD	 	 	1/1/2007	 	 	 	200,695	 	 	$	0.0000	 	 	$	0.00	 	 	$	0.00	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	     N/A	 	 	     N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	07-0973	 	**N/A	 	REPUBLIC ROAD	 	 	1/1/2007	 	 	 	113,179	 	 	$	0.0000	 	 	$	0.00	 	 	$	0.00	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	     N/A	 	 	     N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SUPPLEMENTALS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	1	 	Parcel 1, 2, 3, 4, 6 & 9    (UNIMP GROUND)	 	 	 	 	1/1/2007	 	 	 	1,662,877	 	 	$	0.1525	 	 	$	21,132.40	 	 	$	253,588.74	 	 	$	0.1906	 	 	$	26,412.03	 	 	$	316,944.36	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	1	 	Parcel  1, 2, 7, 9                (IMP APRON)	 	 	 	 	1/1/2007	 	 	 	1,908,290	 	 	$	0.1906	 	 	$	30,310.01	 	 	$	363,720.07	 	 	$	0.2383	 	 	$	37,895.46	 	 	$	454,745.51	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	Parcel 5 (INTERNATIONAL PARK)	 	 	 	 	1/1/2007	 	 	 	24,000	 	 	$	0.2673	 	 	$	534.60	 	 	$	6,415.20	 	 	$	0.3341	 	 	$	668.25	 	 	$	8,019.00	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	1	 	Parcel 8       (INTERNATIONAL PARK)	 	FUEL TANKS	 	 	1/1/2007	 	 	 	247,254	 	 	$	0.2673	 	 	$	5,507.58	 	 	$	66,090.99	 	 	$	0.3341	 	 	$	6,884.48	 	 	$	82,613.74	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	1 & 8	 	Parcel 12     (INTERNATIONAL PARK)	 	ARTC TRAINING BUILDING	 	 	1/1/2007	 	 	 	117,915	 	 	$	0.2673	 	 	$	2,626.56	 	 	$	31,518.68	 	 	$	0.3341	 	 	$	3,283.20	 	 	$	39,398.35	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	1 & 8	 	Parcel 11     (INTERNATIONAL PARK)	 	GAS STATION	 	 	1/1/2007	 	 	 	45,359	 	 	$	0.2673	 	 	$	1,010.37	 	 	$	12,124.46	 	 	$	0.3341	 	 	$	1,262.96	 	 	$	15,155.58	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	8	 	Parcel 9       (INTERNATIONAL PARK)	 	SOUTH RAMP, COURTYARD, SOUTHGATES	 	 	1/1/2007	 	 	 	1,586,172	 	 	$	0.2673	 	 	$	35,331.98	 	 	$	423,983.78	 	 	$	0.3341	 	 	$	44,164.98	 	 	$	529,979.72	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	17
	 	 	 	 	 	Parcel 10 (INTERNATIONAL PARK)	 	SOUTHEASTERN RAMP, NORTH SECONDARY,	 	 	1/1/2007	 	 	 	70,200	 	 	$	0.2673	 	 	$	1,563.71	 	 	$	18,764.46	 	 	$	0.3341	 	 	$	1,954.63	 	 	$	23,455.58	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	07-0974	 	 	 	Parcel 17 (INTERNATIONAL PARK)	 	NORTH INPUT, PRIMARY SORT,	 	 	1/1/2007	 	 	 	4,333,659	 	 	$	0.2673	 	 	$	96,532.25	 	 	$	1,158,387.00	 	 	$	0.3341	 	 	$	120,665.32	 	 	$	1,447,983.84	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	SMALL PACKAGE SORT SYSTEM,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	INTERNATIONAL INPUT, HEAVY WEIGHT, EAST RAMP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	TAB-LINE MAINTENANCE	 	 	1/1/2007	 	 	 	556,334	 	 	$	0.2673	 	 	$	12,392.34	 	 	$	148,708.08	 	 	$	0.3341	 	 	$	15,489.27	 	 	$	185,871.19	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	10	 	Parcel 27A                             (IMP APRON)	 	PARCEL 27A	 	 	1/1/2007	 	 	 	487,512	 	 	$	0.1906	 	 	$	7,743.32	 	 	$	92,919.79	 	 	$	0.2383	 	 	$	9,681.18	 	 	$	116,174.11	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	11	 	Parcel A & B West              (UNIMP GROUND)	 	NORTH RAMP	 	 	1/1/2007	 	 	 	527,676	 	 	$	0.1525	 	 	$	6,705.88	 	 	$	80,470.59	 	 	$	0.1906	 	 	$	8,381.25	 	 	$	100,575.05	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	5	 	Parcel 16     (INTERNATIONAL PARK)	 	 	 	 	1/1/2007	 	 	 	796,312	 	 	$	0.2673	 	 	$	17,737.85	 	 	$	212,854.20	 	 	$	0.3341	 	 	$	22,172.31	 	 	$	266,067.75	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	23	 	 	 	GRAEBER ASSIGNMENT/TRUCKING OPERATION	 	 	1/1/2007	 	 	 	261,460	 	 	$	0.1029	 	 	$	2,242.02	 	 	$	26,904.25	 	 	$	0.1286	 	 	$	2,802.53	 	 	$	33,630.32	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	SUPPLEMENTAL 9 (INTERNATIONAL PARK)	 	PARKING AREA	 	 	1/1/2007	 	 	 	18,933	 	 	$	0.2673	 	 	$	421.73	 	 	$	5,060.79	 	 	$	0.3341	 	 	$	527.17	 	 	$	6,325.99	 	 	 	25 	%5	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18
	 	07-0975	 	SUPPLEMENTAL 8 (INTERNATIONAL PARK)	 	DC-10 HANGAR (LAND)	 	 	1/1/2007	 	 	 	552,730	 	 	$	0.2673	 	 	$	12,312.06	 	 	$	147,744.73	 	 	$	0.2673	 	 	$	12,312.06	 	 	$	147,744.73	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	18A
	 	07-0976	 	THE BUILDING HAVING AN AREA OF 72,378 SQ FT & OTHER IMPROVEMENTS	 	DC-10 HANGAR (BUILDING)	 	 	9/1/2012 	6	 	 	 	 	 	 	N/A	 	 	$	0.0	 	 	 	0 $0.0	 	 	 	0 N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 	 	 	 	CONSTRUCTED ON PARCEL 18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19
	 	07-0977	 	SUPPLEMENTAL 8 (INTERNATIONAL PARK)	 	ENGINE SHOP	 	 	1/1/2007	 	 	 	418,016	 	 	$	0.2673	 	 	$	9,311.31	 	 	$	111,735.68	 	 	$	0.2673	 	 	$	9,311.31	 	 	$	111,735.68	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20
	 	07-0978	 	SUPPLEMENTAL 27	 	WEST SIDE OF TANG	 	DBO/3/1/08 7	 	 	108,051	 	 	 	N/A	 	 	$	0.00	 	 	$	0.00	 	 	$	0.1525	 	 	$	1,373.15	 	 	$	16,477.78	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21
	 	07-0979	 	SUPPLEMENTAL 7	 	DEMOCRAT VEHICLE PARKING	 	 	1/1/2007	 	 	 	1,812,363	 	 	$	0.1525	 	 	$	23,032.10	 	 	$	276,385.20	 	 	$	0.19060	 	 	$	28,786.37	 	 	$	345,436.39	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22
	 	07-0980	 	SUPPLEMENTAL 9	 	DEMOCRAT VEHICLE PARKING	 	 	1/1/2007	 	 	 	491,127	 	 	$	0.1525	 	 	$	6,241.41	 	 	$	74,896.87	 	 	$	0.19060	 	 	$	7,800.73	 	 	$	93,608.81	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23
	 	07-0981	 	N/A	 	TAXIWAY SIERRA	 	 	1/1/2009 	2	 	 	248,711	 	 	 	N/A	 	 	$	0.00	 	 	$	0.00	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24
	 	07-0982	 	 	 	 	 	SORT FACILITY	 	 	9/1/2009	 8	 	 	292,000	 	 	 	N/A	 	 	$	0.00	 	 	$	0.00	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	CPI OR 13%	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	30,459,161	 	 	 	 	 	 	$	564,014.94	 	 	$	6,768,179.22	 	 	 	 	 	 	$	657,554.44	 	 	$	7,885,866.86	 	 	 	 	 	 	 	 	 	 	 	 	 






 












 








			
	Note 1:	 	The Effective Date will be the date on which the term of
the Lease Agreement in effect between the Authority and Tenant with respect to the premises currently occupied by the “Tennessee Air National Guard” and dated July 21, 2005 begins. January 1, 2009 is merely an
estimate of when that lease term will commence.
When the Effective Date occurs, the parties will calculate rent for Parcel 1 based upon a rental rate of $0.1906 per square foot of land area.







			
	Note 2:	 	The Effective Date will be the date on which the term of
the Lease Agreement in effect between the Authority and Tenant with respect to the premises currently occupied by the “Tennessee Air National Guard” and dated July 21, 2005, begins. January 1, 2009 is merely an
estimate of when that lease term will commence.
When the effective Date occurs, the parties will calculate rent for Parcels 4 and 23 based upon a rental rate of $0.2400 per square foot of land area.






			
	Note 3:	 	As of the Effective Date, the monthly and annual rent amounts for Parcel 2 are $30,869.35 and $370,432.20 respectively. As of July 1, 2008, the parties will adjust those amounts to equal the product achieved by multiplying each of those amounts by 1.15.






			
	Note 4:	 	The Effective Date is the earlier of the date of beneficial occupancy or December 1, 2007. When the Effective Date occurs, the parties will calculate the rent based upon a rental rate of $0.1525 per square foot of land area.






			
	Note 5:	 	The rental rate that becomes effective July 1, 2008, reflects a 25-percent increase in the rental rate in effect prior to that date.






			
	Note 6:	 	The Effective Date is subject to the operation and effect
of Section 1.04(b) of the foregoing Lease Agreement. When the Effective Date occurs, the parties will calculate rent for Parcel 18A based upon a rental rate of $1.26 per square foot of building footprint area.






			
	Note 7:	 	The Effective Date is the earlier of the date of beneficial occupancy or March 1, 2008. When the Effective Date occurs, the parties will calculate the rent based upon a rental rate of $0.1525 per square foot of land area.






			
	Note 8:	 	The Effective Date is subject to the operation and effect of Section 1.04(b) of the foregoing Lease Agreement. When the Effective Date occurs, the parties will calculate rent for Parcel based upon a rental rate of $1.26 per square foot of building footprint area.






			
	Note 9:	 	Refer to Section 2.03(a)(i) of the foregoing Lease Agreement for a further description of the rent adjustment summarized in this column.
Effective January 1, 2007 —  unimproved ground $0.1906  — improved $0.2383






 









 








EXHIBIT A




FEDERAL EXPRESS CORPORATION

2003 CORPORATE AVENUE-B3

MEMPHIS, TN 38132




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CURRENT	 	CURRENT	 	 	PROJECTED RATES	 	 	 	 	 	 	 
	PARCEL	 	 	 	 	 	EFFECTIVE	 	SQUARE	 	CURRENT	 	MONTHLY	 	ANNUAL	 	 	EFFECTIVE JULY 2008	 	 	7/1/2008	 	7/1/2013	 	7/1/2018
	NUMBER	 	CURRENT SUPPLEMENTAL	 	USE OR LOCATION	 	DATE	 	FEET	 	RATE	 	BILLING	 	BILLING	 	 	RATES	 	MONTHLY	 	ANNUAL	 	 	ESCALATION	 	ESCALATION	 	ESCALATION
	 	 	 	 	 	 	 
	 
	 	DE-ICING AGREEMENT	 	 	 	 	8/1/2006	 	 	 	 	 	 	 	 	 	 	$	20,833.33	 	 	$	250,000.00	 	 	 	 	 	 	 	$	20,833.33	 	 	$	250,000.00	 	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	CARGO BUILDING # 1	 	 	 	MTM	 	 	2,376.00	 	 	 	21.23	 	 	$	4,203.54	 	 	$	50,442.48	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	BICO ASSIGNMENT	 	 	 	 	8/1/1996	 	 	 	415,213.00	 	 	 	0.0827	 	 	$	2,502.12	 	 	$	30,025.44	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	See Note 1 & 2	 	CORPORATE HANGAR (BUILDING)	 	 	7/1/2014	 	 	 	35,070	 	 	$	0.0000	 	 	$	0.00	 	 	 	 	 	 	 	$	0.00000	 	 	$	0.00	 	 	$	0.00	 	 	 	$	0.00	 	 	$	1.53	 	 	CPI OR 13%
	 
	 	See Note 1 & 2	 	HANGAR 11/12             (BUILDING)	 	 	7/1/2014	 	 	 	248,793	 	 	$	0.0000	 	 	$	0.00	 	 	 	 	 	 	 	$	0.00000	 	 	$	0.00	 	 	$	0.00	 	 	 	$	0.00	 	 	$	1.53	 	 	CPI OR 13%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	See Note 1 & 2.	 	HANGAR 11/12 LAND (CORPORATE H/Q)	 	 	1/1/2014	 	 	 	2,456,609	 	 	 	 	 	 	$	31,546.95	 	 	 	 	 	 	 	$	0.15410	 	 	$	31,546.95	 	 	$	378,563.40	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	HANGAR 11/12 LAND (CORPORATE H/Q)	 	 	1/1/2014	 	 	 	 	 	 	$	0.1541	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	N/A	 	 	 	N/A	 	 	CPI OR 13%
	 
	 	SUPPLEMENTAL 12	 	GERMANTOWN RAMP/SECURITY TRAILER	 	 	1/1/2007	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	2,740,472	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	BUILDING T-376	 	 	 	 	 	 	 	 	 	 	 	 	 	$	197.15	 	 	 	 	 	 	 	 	 	 	 	$	197.15	 	 	$	2,365.80	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	HANGAR PROPERTY	 	 	 	 	 	 	 	 	 	 	 	 	 	$	8,479.15	 	 	 	 	 	 	 	 	 	 	 	$	8,479.15	 	 	$	101,749.80	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	HANGAR OFFICE	 	 	 	 	 	 	 	 	 	 	 	 	 	$	5,340.71	 	 	 	 	 	 	 	 	 	 	 	$	5,340.71	 	 	$	64,088.52	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	TOTALS	 	 	 	 	 	 	 	 	 	 	 	 	 	$	14,017.01	 	 	 	 	 	 	 	 	 	 	 	$	14,017.01	 	 	$	168,204.12	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	CURRENT MONTHLY BILLING AS OF JANUARY 2007	 	 	 	 	 	 	 	 	 	 	 	 	 	$	626,754.68	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	DIFFERENCE	 	 	 	 	 	 	 	 	 	 	 	 	 	-$	612,737.67	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






The area highlighted in green or (darker) shade will not be a part of the composite lease agreement.




The square footage (land) referred to will be billed as a current item under the new composite lease agreement
until bond issue expires on 7/31/2014





 









 





EXHIBIT A



(continued)




Parcel 1 Legal Description

Parcel 1



Taxiway November



March 7, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and located south of Democrat Road
and east of Plough Blvd. Memphis, Shelby County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner, Thence South 0 degrees
50 minutes 13 seconds West, a distance of 4.79 feet to an exterior point, Thence North 89 degrees
11 minutes 3 seconds West, a distance of 268.26 feet to an interior point, Thence South 0 degrees
43 minutes 5 seconds West, a distance of 338.82 feet to a exterior point, Thence South 63 degrees 0
minutes 31 seconds West, a distance of 9.97 feet to an angle point, Thence South 24 degrees 3
minutes 28 seconds West, a distance of 93.03 feet to an angle point, Thence South 23 degrees 41
minutes 49 seconds East, a distance of 214.23 feet to the westernmost corner of Taxiway Charlie,
Thence North 88 degrees 3 minutes 21 seconds West, along the north line of said lease area a
distance of 14.37 feet to the northernmost northwest corner of said lease area Thence South 88
degrees 3 minutes 21 seconds East, a distance of 484.38 feet to the northeast corner of said lease
area, Thence South 1 degree 55 minutes 55 seconds West, a distance of 880.07 feet to an angle
point, Thence South 5 degrees 49 minutes 41 seconds West, a distance of 232.11 feet to an angle
point, Thence South 85 degrees 42 minutes 38 seconds East, a distance of 19.91 feet to an angle
point, Thence South 4 degrees 17 minutes 22 seconds West, a distance of 541.48 feet to an angle
point, Thence North 34 degrees 3 minutes 57 seconds East, a distance of 26.61 feet to an angle
point, Thence South 2 degrees 13 minutes 37 seconds West, a distance of 692.99 feet to the
southeast corner of said lease area, Thence North 85 degrees 42 minutes 29 seconds West, a distance
of 1,101.86 feet to an angle point, Thence North 86 degrees 5 minutes 35 seconds West, a distance
of 325.01 feet to an angle point, Thence North 85 degrees 42 minutes 38 seconds West, a distance of
275.00 feet to a point on line, Thence North 85 degrees 42 minutes 38 seconds West, a distance of
297.97 feet to the southwest corner of Supplemental Agreements 18 thru 26 and being the TRUE POINT
OF BEGINNING; Thence North 85 degrees 42 minutes 38 seconds West, a distance of 110.33 feet to the
southwest corner of Taxiway November lease area, Thence North 4 degrees 13 minutes 46 seconds West,
a distance of 111.10 feet to an angle point, Thence North 4 degrees 16 minutes 22 seconds East, a
distance of 872.07 feet to the northwest corner of said lease area, Thence South 85 degrees 42
minutes 38 seconds East, a distance of 100.0 feet to the northeast corner of Taxiway November lease
area, Thence South 4 degrees 16 minutes 22 seconds West, a distance of 872.05 feet to an angle
point, Thence South 85 degrees 43 minutes 15 seconds East, a distance of 25.09 feet to an angle
point, Thence South 4 degrees 28 minutes 35 seconds West, a distance of 103.14 feet to an angle
point, Thence South 12 degrees 27 minutes 17 seconds East, a distance of 7.06 feet to the point of
beginning and containing approximately 100,035 square feet or 2.296 acres by calculation.



 









 








Parcel 1







[Picture of Parcel]




 









 





Parcel 2 Legal Description

Supplemental Agreement 26



March 4, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and located on the south side of
Democrat Road and east of Plough Blvd. Memphis, Shelby County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south right-of-way line of
Democrat Road and east right-of-way line of Plough Blvd. being the northwest corner of Supplemental
Agreement 26 dated 9/1/2005 with state plane coordinates of approximately N: 291871.80330 & E:
776624.85479; Thence southeastwardly along the south right-of-way line of Democrat (200 feet wide),
South 89 degrees 20 minutes 43 seconds East, a distance of 401.48 feet to a found concrete
right-of-way monument being the end of the 200 foot wide right-of-way along Democrat Road, Thence
northeastwardly along an interior line of the south right-of-way line of Democrat Road, North 0
degrees 40 minutes 37 seconds East, a distance of 39.20 feet to the beginning of a 100 foot wide
right-of-way along Democrat Road, Thence southeastwardly along the south line of Democrat Road (100
foot right-of-way), South 89 degrees 11 minutes 3 seconds East, a distance of 946.97 feet to the
northeast corner, Thence South 0 degrees 50 minutes 13 seconds West, a distance of 4.79 feet to an
angle point, Thence North 89 degrees 11 minutes 3 seconds West, a distance of 268.26 feet to an
angle point, Thence South 0 degrees 43 minutes 5 seconds West, a distance of 338.82 feet to a angle
point, Thence South 63 degrees 0 minutes 31 seconds West, a distance of 9.97 feet to an angle
point, Thence South 24 degrees 3 minutes 28 seconds West, a distance of 93.03 feet to an angle
point, Thence South 23 degrees 41 minutes 49 seconds East, a distance of 214.23 feet to an angle
point, Thence North 88 degrees 3 minutes 21 seconds West, a distance of 14.37 feet to an angle
point, Thence South 1 degree 55 minutes 55 seconds West, a distance of 103.21 feet to an angle
point, Thence South 88 degrees 3 minutes 21 seconds East, a distance of 20.0 feet to an angle
point, Thence South 1 degree 26 minutes 2 seconds West, a distance of 119.34 feet to an angle
point, Thence North 87 degrees 54 minutes 56 seconds West, a distance of 412.17 feet to an angle
point, Thence South 65 degrees 49 minutes 29 seconds West, a distance of 208.39 feet to an angle
point, Thence North 87 degrees 53 minutes 30 seconds West, a distance of 143.76 feet to an angle
point, Thence North 2 degrees 33 minutes 48 seconds West, a distance of 186.79 feet to an angle
point, Thence South 66 degrees 51 minutes 42 seconds West, a distance of 35.36 feet to an angle
point, Thence South 4 degrees 2 minutes 23 seconds West, a distance of 233.31 feet to an angle
point, Thence North 85 degrees 42 minutes 2 seconds West, a distance of 89.39 feet to an angle
point, Thence South 4 degrees 17 minutes 22 seconds West, a distance of 142.13 feet to an angle
point, Thence North 85 degrees 42 minutes 36 seconds West, a distance of 6.50 feet to an angle
point, Thence South 4 degrees 17 minutes 22 seconds West, a distance of 4.50 feet to an angle
point, Thence South 85 degrees 42 minutes 36 seconds East, a distance of 6.50 feet to an angle
point, Thence South 4 degrees 17 minutes 22 seconds West, a distance of 7.36 feet to an angle
point, Thence South 66 degrees 24 minutes 13 seconds West, a distance of 140.12 feet to an angle
point, Thence North 4 degrees 20 minutes 46 seconds East, a distance of 140.90 feet to an angle
point, Thence North 33 degrees 43 minutes 54 seconds East, a distance of 233.59 feet to an angle
point, Thence North 44 degrees 48 minutes 55 seconds West, a distance of 55.41 feet to an angle
point, Thence North 23 degrees 34 minutes 43 seconds West, a distance of 15.08 feet to an angle
point, Thence South 33 degrees 43 minutes 54 seconds West, a distance of 270.31 feet to an angle
point, Thence South 4 degrees 20 minutes 46 seconds West, a distance of 192.85 feet to an angle
point, Thence South 66 degrees 32 minutes 48 seconds West, a distance of 325.06 feet to an angle
point, Thence North 4 degrees 15 minutes 29 seconds East, a distance of 574.26 feet to an angle
point, Thence South 85 degrees 41 minutes 11 seconds East, a distance of 384.79 feet to an angle
point, Thence North 4 degrees 18 minutes 49 seconds East, a distance of 72.57 feet to an angle
point, Thence North 24 degrees 5 minutes 19 seconds West, a distance of 484.68 feet to an angle
point, Thence North 11 degrees 18 minutes 38 seconds East, a distance of 63.91 feet to a found
concrete right-of-way monument along Plough Blvd, Thence continuing along the east right-of-way of
Plough Blvd, North 11 degrees 18 minutes 38 seconds East, a distance of 260.01 feet to the point of
beginning and containing approximately 1,082,446 square feet or 24.850 acres by calculation.



 









 








Parcel 2







[Picture of Parcel]




 









 





Parcel 3 Legal Description

Parcel 3



Supplemental Agreements 18 thru 26



March 4, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and located south of Democrat Road
and east of Plough Blvd. Memphis, Shelby County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental
Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner, Thence South 0 degrees
50 minutes 13 seconds West, a distance of 4.79 feet to an exterior point, Thence North 89 degrees
11 minutes 3 seconds West, a distance of 268.26 feet to an interior point, Thence South 0 degrees
43 minutes 5 seconds West, a distance of 338.82 feet to a exterior point, Thence South 63 degrees 0
minutes 31 seconds West, a distance of 9.97 feet to an angle point, Thence South 24 degrees 3
minutes 28 seconds West, a distance of 93.03 feet to an angle point, Thence South 23 degrees 41
minutes 49 seconds East, a distance of 214.23 feet to the westernmost corner of Taxiway Charlie,
Thence North 88 degrees 3 minutes 21 seconds West, along the north line of said lease area a
distance of 14.37 feet to the northernmost northwest corner of said lease area and being the TRUE
POINT OF BEGINNING; Thence South 88 degrees 3 minutes 21 seconds East, a distance of 484.38 feet to
the northeast corner of said lease area, Thence South 1 degree 55 minutes 55 seconds West, a
distance of 880.07 feet to an angle point, Thence South 5 degrees 49 minutes 41 seconds West, a
distance of 232.11 feet to an angle point, Thence South 85 degrees 42 minutes 38 seconds East, a
distance of 19.91 feet to an angle point,Thence South 4 degrees 17 minutes 22 seconds West, a
distance of 541.48 feet to an angle point, Thence North 34 degrees 3 minutes 57 seconds East, a
distance of 26.61 feet to an angle point, Thence South 2 degrees 13 minutes 37 seconds West, a
distance of 692.99 feet to the southeast corner of said lease area, Thence North 85 degrees 42
minutes 29 seconds West, a distance of 1,101.86 feet to an angle point, Thence North 86 degrees 5
minutes 35 seconds West, a distance of 325.01 feet to an angle point, Thence North 85 degrees 42
minutes 38 seconds West, a distance of 275.00 feet to a point on line, Thence North 85 degrees 42
minutes 38 seconds West, a distance of 297.97 feet to the southwest corner of said lease area,
Thence North 12 degrees 27 minutes 17 seconds West, a distance of 7.06 feet to an angle point,
Thence North 4 degrees 28 minutes 35 seconds East, a distance of 103.14 feet to an angle point,
Thence North 85 degrees 43 minutes 15 seconds West, a distance of 25.09 feet to an angle point,
Thence North 4 degrees 16 minutes 22 seconds East, a distance of 872.05 feet to an angle point,
Thence North 85 degrees 42 minutes 38 seconds West, a distance of 111.47 feet to an angle point,
Thence North 2 degrees 38 minutes 51 seconds East, a distance of 225.15 feet to an angle point,
Thence North 85 degrees 43 minutes 39 seconds West, a distance of 222.72 feet to an angle point,
Thence North 32 degrees 43 minutes 9 seconds East, a distance of 319.35 feet to an angle point,
Thence South 85 degrees 42 minutes 38 seconds East, a distance of 142.70 feet to an angle point,
Thence South 4 degrees 17 minutes 22 seconds West, a distance of 0.50 feet to an angle point,
Thence South 85 degrees 39 minutes 41 seconds East, a distance of 160.21 feet to an angle point,
Thence North 66 degrees 32 minutes 48 seconds East, a distance of 337.93 feet to an angle point,
Thence North 4 degrees 20 minutes 46 seconds East, a distance of 192.85 feet to an angle point,
Thence North 33 degrees 43 minutes 54 seconds East, a distance of 270.31 feet to an angle point,
Thence South 23 degrees 34 minutes 43 seconds East, a distance of 15.08 feet to an angle point,
Thence South 44 degrees 48 minutes 55 seconds East, a distance of 55.41 feet to an angle point,
Thence South 33 degrees 43 minutes 54 seconds West, a distance of 233.59 feet to an angle point,
Thence South 4 degrees 20 minutes 46 seconds West, a distance of 140.90 feet to an angle point,
Thence North 66 degrees 24 minutes 13 seconds East, a distance of 140.12 feet to an angle point,
Thence North 4 degrees 17 minutes 22 seconds East, a distance of 7.36 feet to an angle point,
Thence North 85 degrees 42 minutes 36 seconds West, a distance of 6.50 feet to an angle point,
Thence North 4 degrees 17 minutes 22 seconds East, a distance of 4.50 feet to an angle point,
Thence South 85 degrees 42 minutes 36 seconds East, a distance of 6.50 feet to an angle point,
Thence North 4 degrees 17 minutes 22 seconds East, a distance of 142.13 feet to an angle point,
Thence South 85 degrees 42 minutes 2 seconds East, a distance of 89.39 feet to an angle point,
Thence North 4 degrees 2 minutes 23 seconds East, a distance of 233.31 feet to an angle point,
Thence



 









 







North 66 degrees 51 minutes 42 seconds East, a distance of 35.36 feet to an angle point, Thence
South 2 degrees 33 minutes 48 seconds East, a distance of 186.79 feet to an angle point, Thence
South 87 degrees 53 minutes 30 seconds East, a distance of 143.76 feet to an angle point, Thence
North 65 degrees 49 minutes 29 seconds East, a distance of 208.39 feet to an angle point, Thence
South 87 degrees 54 minutes 56 seconds East, a distance of 412.17 feet to an angle point, Thence
North 1 degree 26 minutes 2 seconds East, a distance of 119.34 feet to an angle point, Thence North
88 degrees 3 minutes 21 seconds West, a distance of 20.0 feet to an angle point, Thence North 1
degree 55 minutes 55 seconds East, a distance of 103.21 feet to the point of beginning and
containing approximately 4,025,930 square feet or 92.423 acres by calculation.



 









 








Parcel 3






[Picture of Parcel]




 









 





Parcel 4 Legal Description

Taxiway Charlie



March 4, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and being an area designated as
Taxiway Charlie; located south of Democrat Road and east of Plough Blvd. Memphis, Shelby County,
Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner, Thence South 0 degrees
50 minutes 13 seconds West, a distance of 4.79 feet to an exterior point, Thence North 89 degrees
11 minutes 3 seconds West, a distance of 268.26 feet to an interior point, Thence South 0 degrees
43 minutes 5 seconds West, a distance of 338.82 feet to a exterior point, Thence South 63 degrees 0
minutes 31 seconds West, a distance of 9.97 feet to an angle point, Thence South 24 degrees 3
minutes 28 seconds West, a distance of 93.03 feet to an angle point, Thence South 23 degrees 41
minutes 49 seconds East, a distance of 214.23 feet to the TRUE POINT OF BEGINNING of the following
lease area; Thence North 69 degrees 12 minutes 52 seconds East, a distance of 241.65 feet to an
angle point, Thence North 0 degrees 52 minutes 54 seconds East, a distance of 31.95 feet to an
angle point, Thence North 66 degrees 23 minutes 23 seconds East, a distance of 447.13 feet to an
angle point, Thence South 2 degrees 17 minutes 8 seconds West, along the projected centerline of
Taxiway Charlie, a distance of 92.71 feet to an angle point, Thence South 56 degrees 2 minutes 45
seconds East, a distance of 147.94 feet to an angle point, Thence South 1 degree 56 minutes 56
seconds West, a distance of 124.60 feet to a point of curvature, Thence along a non-radial curve to
the left having a radius of 80.0 feet, a distance along its arc length of 81.90 feet and a chord
bearing of South 47 degrees 23 minutes 14 seconds West and a chord distance of 78.37 feet to the
end of curve, Thence North 88 degrees 3 minutes 4 seconds West, a distance of 18.90 feet to a
point, Thence South 1 degree 56 minutes 56 seconds West, a distance of 804.45 feet to an angle
point, Thence South 89 degrees 46 minutes 33 seconds East, a distance of 79.84 feet to the
westernmost northwest corner of Supplemental Agreement 13, Thence South 1 degree 55 minutes 55
seconds West, a distance of 1,429.08 feet to the southwest corner of Supplemental Agreement 13,
Thence South 1 degree 55 minutes 55 seconds West, a distance of 72.29 feet to the southeast corner
of the Taxiway Charlie lease area, Thence North 85 degrees 42 minutes 29 seconds West, a distance
of 293.19 feet to the southwest corner of the Taxiway Charlie lease area, Thence North 2 degrees 13
minutes 37 seconds East, a distance of 692.99 feet to an angle point, Thence South 34 degrees 3
minutes 57 seconds West, a distance of 26.61 feet to an angle point, Thence North 4 degrees 17
minutes 22 seconds East, a distance of 541.48 feet to an angle point, Thence North 85 degrees 42
minutes 38 seconds West, a distance of 19.91 feet to an angle point, Thence North 5 degrees 49
minutes 41 seconds East, a distance of 231.11 feet to an angle point, Thence North 1 degree 55
minutes 55 seconds East distance of 880.07 feet to an angle point, Thence North 88 degrees 3
minutes 21 seconds West, a distance of 470.01 feet to the point of beginning and containing
approximately 731,098 square feet or 16.784 acres by calculation.



 









 








Parcel 4







[Picture of Parcel]




 









 





Parcel 5 Legal Description

Parcel 5



Supplemental Agreement 13 & 17



March 4, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and being an area adjacently east
of Taxiway Charlie; located south of Democrat Road and east of Plough Blvd. in Memphis, Shelby
County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner, Thence South 0 degrees
50 minutes 13 seconds West, a distance of 4.79 feet to an exterior point, Thence North 89 degrees
11 minutes 3 seconds West, a distance of 268.26 feet to an interior point, Thence South 0 degrees
43 minutes 5 seconds West, a distance of 338.82 feet to a exterior point, Thence South 63 degrees 0
minutes 31 seconds West, a distance of 9.97 feet to an angle point, Thence South 24 degrees 3
minutes 28 seconds West, a distance of 93.03 feet to an angle point, Thence South 23 degrees 41
minutes 49 seconds East, a distance of 214.23 feet to the westernmost corner of Taxiway Charlie,
Thence North 69 degrees 12 minutes 52 seconds East, a distance of 241.65 feet to an angle point,
Thence North 0 degrees 52 minutes 54 seconds East, a distance of 31.95 feet to an angle point,
Thence North 66 degrees 23 minutes 23 seconds East, a distance of 447.13 feet to an angle point,
Thence South 2 degrees 17 minutes 8 seconds West, along the projected centerline of Taxiway
Charlie, a distance of 92.71 feet to an angle point, Thence South 56 degrees 2 minutes 45 seconds
East, a distance of 147.94 feet to the northwest corner of Supplemental Agreement 27, Thence South
56 degrees 2 minutes 45 seconds East, a distance of 65.03 feet to the northeast corner of
Supplemental Agreement 27, Thence South 2 degrees 52 minutes 20 seconds West, a distance of 921.84
feet to the southwest corner of the Tennessee Air National Guard property and being the TRUE POINT
OF BEGINNING of the following lease area; Thence South 88 degrees 3 minutes 15 seconds East, along
the south line of the Tennessee Air National Guard, a distance of 439.77 feet to the northeast
corner of this lease area, Thence South 2 degrees 0 minutes 37 seconds West, a distance of 943.16
feet to the southeast corner of this lease area, Thence North 88 degrees 4 minutes 5 seconds West,
a distance of 339.81 feet to an angle point, Thence South 1 degree 55 minutes 55 seconds West, a
distance of 518.46 feet to an angle point, Thence 84 degrees 59 minutes 10 seconds West, a distance
of 134.10 feet to the southwest corner of this lease area, Thence North 1 degree 55 minutes 55
seconds East, a distance of 1,429.08 feet to an angle point, Thence South 84 degrees 46 minutes 33
seconds East, a distance of 34.85 feet to an angle point, Thence North 2 degrees 52 minutes 20
seconds West, a distance of 24.40 feet to the point of beginning and containing approximately
515,496 square feet or 11.834 acres by calculation.



 









 









Parcel 5






[Picture of Parcel]




 









 





Parcel 6 Legal Description

Parcel 6



IRS / AOD Lease Area



March 7, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1; located on the south side of
Democrat Road and on east side of Republic Road in Memphis, Shelby County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner of Supplemental Agreement
26, Thence continuing along said line, South 89 degrees 11 minutes 3 seconds East, a distance of
415.78 feet to the northwest corner of the Tennessee Air National Guard property, Thence continuing
along said line, South 89 degrees 11 minutes 3 seconds East, a distance of 3,046.17 feet to the
northeast corner of the Tennessee Air National Guard property and the northwest corner of the
Equitable Life Assurance Lease Area being Thence continuing along said line, South 89 degrees 11
minutes 3 seconds East, a distance of 43.63 feet to an angle point, Thence continuing along said
line, South 87 degrees 17 minutes 35 seconds East, a distance of 465.51 feet to the northeast
corner of the Equitable Life Assurance Lease Area, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 45.02 feet to an angle point, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 60.07 feet to an angle point, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 51.24 feet to an angle point, Thence South 1 degree 0 minutes 59 seconds West,
a distance of 35.08 feet to the northwest corner of the Southwide lease area, Thence South 89
degrees 20 minutes 16 seconds East, a distance of 396.01 feet to a point of curve and being the
northeast corner of Southwide lease area and the northwest corner of Republic Road, Thence South 83
degrees 48 minutes 29 seconds East, a distance of 192.33 feet to the northeast corner of the
Republic Road lease area and the TRUE POINT OF BEGINNING of the following lease area; Thence South
85 degrees 59 minutes 57 seconds East, a distance of 1,805.17 feet to the northeast corner of said
lease area, Thence South 4 degrees 1 minute 22 seconds West, a distance of 1,273.00 feet to a found
iron pin being the southeast corner of said lease area, Thence North 85 degrees 59 minutes 53
seconds West, a distance of 1,727.13 feet to the southwest corner of said lease area, Thence North
0 degrees 30 minutes 52 seconds East, a distance of 1,275.00 feet to the point of beginning and
containing approximately 2,248,286 square feet or 51.614 acres by calculation.



 









 








Parcel 6






[Picture of Parcel]




 









 





Parcel 7 Legal Description

Parcel 7



Southwide Lease Area



March 7, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1; located on the south side of
Democrat Road and west side of Republic in Memphis, Shelby County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner of Supplemental Agreement
26, Thence continuing along said line, South 89 degrees 11 minutes 3 seconds East, a distance of
415.78 feet to the northwest corner of the Tennessee Air National Guard property, Thence continuing
along said line, South 89 degrees 11 minutes 3 seconds East, a distance of 3,046.17 feet to the
northeast corner of the Tennessee Air National Guard property and the northwest corner of the
Equitable Life Assurance Lease Area, Thence continuing along said line, South 89 degrees 11 minutes
3 seconds East, a distance of 43.63 feet to an angle point, Thence continuing along said line,
South 87 degrees 17 minutes 35 seconds East, a distance of 465.51 feet to the northeast corner of
the Equitable Life Assurance Lease Area, Thence South 87 degrees 17 minutes 35 seconds East, a
distance of 45.02 feet to an angle point, Thence South 87 degrees 17 minutes 35 seconds East, a
distance of 60.07 feet to an angle point, Thence South 87 degrees 17 minutes 35 seconds East, a
distance of 51.24 feet to an angle point, Thence South 1 degree 0 minutes 59 seconds West, a
distance of 35.08 feet to the northwest corner of the Southwide lease area and being the TRUE POINT
OF BEGINNING of the following lease area; Thence South 89 degrees 20 minutes 16 seconds East, a
distance of 396.01 feet to a point of curve, Thence along a curve to the right having a radius of
103.65 feet, an arc distance of 162.55 feet and a chord bearing of South 44 degrees 24 minutes 42
seconds East, a chord distance of 146.39 feet to a point of tangency on the west side of Republic
Road, Thence South 0 degrees 30 minutes 52 seconds West, a distance of 737.59 feet to the southeast
corner of the Southwide lease area, Thence South 87 degrees 52 minutes 41 seconds West, a distance
of 507.52 feet to the southwest corner of said lease area, Thence North 1 degree 0 minutes 59
seconds East, a distance of 865.64 feet to the point of beginning and containing approximately
427,031 square feet or 9.8033 acres by calculation.



 









 








Parcel 7






[Picture of Parcel]




 









 





Parcel 8 Legal Description

Parcel 8



Equitable Life Insurance Agreement



March 4, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and located on the south side of
Democrat Road and east of Plough Blvd. Memphis, Shelby County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner of Supplemental Agreement
26, Thence continuing along said line, South 89 degrees 11 minutes 3 seconds East, a distance of
415.78 feet to the northwest corner of the Tennessee Air National Guard property, Thence continuing
along said line, South 89 degrees 11 minutes 3 seconds East, a distance of 3,046.17 feet to the
northeast corner of the Tennessee Air National Guard property and the northwest corner of the
Equitable life Insurance Lease Area being the TRUE POINT OF BEGINNING of the following lease area;
Thence continuing along said line, South 89 degrees 11 minutes 3 seconds East, a distance of 43.63
feet to an angle point, Thence continuing along said line, South 87 degrees 17 minutes 35 seconds
East, a distance of 465.51 feet to the northeast corner of this lease area, Thence South 0 degrees
44 minutes 38 seconds West, a distance of 972.68 feet to the southeast corner of said lease area,
Thence 89 degrees 3 minutes 49 seconds West, a distance of 486.92 feet to the southwest corner of
said lease area, Thence North 3 degrees 4 minutes 8 seconds East, a distance of 211.85 feet to an
angle point, Thence North 87 degrees 7 minutes 31 seconds East, a distance of 90.36 feet to an
angle point, Thence North 2 degrees 33 minutes 58 seconds East, a distance of 136.50 feet to an
angle point, Thence North 87 degrees 26 minutes 2 seconds West, a distance of 4.70 feet to a n
angle point, Thence North 2 degrees 33 minutes 58 seconds East, a distance of 10.20 feet to an
angle point, Thence South 87 degrees 26 minutes 2 seconds East, a distance of 8.00 feet to an angle
point, Thence North 1 degree 39 minutes 16 seconds East, a distance of 47.59 feet to an angle
point, Thence North 75 degrees 8 minutes 53 seconds West, a distance of 8.34 feet to an angle
point, Thence North 87 degrees 17 minutes 50 seconds West, a distance of 85.30 feet to an angle
point located in the east line of the Tennessee Air National Guard (TANG), the following courses
are along the east line of TANG; Thence North 0 degrees 50 minutes 36 seconds East, a distance of
408.04 feet to an angle point, Thence North 88 degrees 0 minutes 43 seconds West, a distance of
12.13 feet to an angle point, Thence North 2 degrees 46 minutes 29 seconds East, a distance of
104.29 feet to an angle point, Thence North 87 degrees 26 minutes 56 seconds West, a distance of
30.87 feet to an angle point, Thence North 2 degrees 47 minutes 7 seconds East, a distance of 66.43
feet to the point of beginning and containing approximately 451,370 square feet or 10.362 acres by
calculation.



 









 








Parcel 8







[Picture of Parcel]




 









 





Parcel 9 Legal Description

Parcel 9



Supplemental Agreement 15, Parcel 21



March 9, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and located on the east side of
Tchulahoma Road and south of Democrat Road in Memphis, Shelby County, Tennessee.



Commencing at the intersection of the projected centerline of Runway 27 and the west right-of-way
line of Tchulahoma Road (106 foot wide right-of-way) with state plane coordinates of approximately
N: 287511.24152 & E: 786451.50317; Thence North 85 degrees 42 minutes 12 seconds West, along the
projected centerline of Runway 27, a distance of 865.10 feet to a point, Thence northeastwardly
being perpendicular to the centerline of Runway 27, North 4 degrees 17 minutes 48 seconds East, a
distance of 2,105.93 feet to the TRUE POINT OF BEGINNING being the southwest corner of the
following lease area and located in the east right-of-way line of Tchulahoma Road, Thence
northwestwardly along the east right-of-way line of Tchulahoma Road, North 29 degrees 54 minutes 17
seconds West, a distance of 57.95 feet to a point of curve, Thence continuing northwestwardly along
said right-of-way line along a curve to the right having a radius of 1,379.39 feet with an arc
distance of 844.75 feet and a chord of North 13 degrees 33 minutes 40 seconds West, a chord
distance of 831.61 feet to a point of tangency, Thence North 3 degrees 58 minutes 59 seconds East,
a distance of 304.98 feet to the northwest corner of said lease area, Thence South 85 degrees 58
minutes 49 seconds East, a distance of 796.68 feet to the northeast corner of said lease area,
Thence South 5 degrees 4 minutes 42 seconds East, a distance of 1,130.45 feet to the southeast
corner of said lease area, Thence North 86 degrees 25 minutes 3 seconds West, a distance of 514.98
feet to the point of beginning and containing approximately 833,458 square feet or 19.134 acres by
calculation.



 









 








Parcel 9






[Picture of Parcel]




 









 





Parcel 10 Legal Description

Parcel 10



Supplemental Agreement 16, Parcel 22A



March 7, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1; located on the south east corner
of Tchulahoma & Knight Arnold Road in Memphis, Shelby County, Tennessee.



Commencing at the intersection of the east right-of-way line of Tchulahoma Road (106 foot right-of-way) and the south right-of-way line of Knight Arnold Road (80 foot right-of-way), Thence
northeastwardly along the south right-of-way line of Knight Arnold Road, North 63 degrees 57
minutes 58 seconds East, a tangent distance of 44.72 feet to the TRUE POINT OF BEGINNING of the
following lease area, Thence North 63 degrees 57 minutes 58 seconds East, a distance of 47.03 feet
to a point of curve, Thence along a curve to the right having a radius of 960.00 feet with an arc
distance of 470.59 feet and a chord of North 78 degrees 0 minutes 33 seconds East, a chord distance
of 465.89 feet to a point of compound curve, Thence along a curve to the right having a radius of
23.19 feet with an arc distance of 37.35 feet and a chord of South 41 degrees 48 minutes 54 seconds
East, a chord distance of 33.44 feet to a point of tangency located in the west right-of-way line
of Linda Road, Thence southwestwardly along the west line of Linda Road (50 foot right-of-way),
South 4 degrees 19 minutes 6 seconds West, a distance of 309.31 feet to the southeast corner of
said lease area, Thence North 85 degrees 14 minutes 39 seconds West, a distance of 422.13 feet to
the southwest corner of said lease area located in the east right-of-way line of Tchulahoma Road,
Thence northwestwardly along said east right-of-way line, North 31 degrees 8 minutes 19 seconds
West, a distance of 142.84 feet to a point of curve, Thence along a curve to the right having a
radius of 40.00 feet with an arc distance of 67.28 feet and a chord of North 17 degrees 2 minutes
57 seconds East, a chord distance of 59.63 feet to the point of beginning and containing
approximately 140,617 square feet or 3.214 acres by calculation.



 









 








Parcel 10






[Picture of Parcel]




 









 





Parcel 11 Legal Description

Parcel 11



Supplemental Agreement 13, Parcel 36



March 9, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1; located on the west side of
Tchulahoma Road and south of Democrat Road in Memphis, Shelby County, Tennessee.



Commencing at the intersection of the projected centerline of Runway 27 and the west right-of-way
line of Tchulahoma Road (106 foot wide right-of-way) state plane coordinates of approximately N:
287511.24152 & E: 786451.50317; Thence northeastwardly along said right-of-way line along a curve
to the left having a radius of 1,420.00 feet with an arc distance of 202.93 feet and a chord of
North 9 degrees 19 minutes 26 seconds East, a chord distance of 202.76 feet to the TRUE POINT OF
BEGINNING being the southeast corner of the following lease area being located in the west
right-of-way line of Tchulahoma Road, Thence North 85 degrees 43 minutes 24 seconds West, a
distance of 315.65 feet to the southwest corner of said lease area, Tence North 1 degree 7 minutes
52 seconds East, a distance of 114.19 feet to an angle point, Thence North 5 degrees 52 minutes 45
seconds West, a distance of 25.16 feet to an angle point, Thence North 11 degrees 13 minutes 9
seconds West, a distance of 31.46 feet to an angle point, Thence North 15 degrees 35 minutes 41
seconds West, a distance of 44.01 feet to an angle point, Thence North 26 degrees 34 minutes 18
seconds West, a distance of 99.52 feet to an angle point, Thence North 38 degrees 36 minutes 25
seconds West, a distance of 50.25 feet to an angle point, Thence North 48 degrees 54 minutes 2
seconds West, a distance of 122.29 feet to an angle point, Thence North 87 degrees 40 minutes 26
seconds West, a distance of 57.55 feet to an angle point, Thence South 87 degrees 38 minutes 58
seconds West, a distance of 616.22 feet to an angle point, Thence North 85 degrees 14 minutes 54
seconds East, a distance of 1,093.06 feet to the northeast corner located in the west right-of-way
line of Tchulahoma Road, Thence southeastwardly along said right-of-way line along a curve to the
right having a radius of 1,420.00 feet with an arc distance of 520.47 feet and a chord of South 5
degrees 16 minutes 13 seconds East, a chord distance of 517.56 feet to the point of beginning and
containing approximately 187,217 square feet or 4.298 acres by calculation.



 









 








Parcel 11






[Picture of Parcel]




 









 





Parcel 12 Legal Description

Parcel 12



Supplemental Agreement 27 (A-380 GSE Storage)



March 9, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and located on the west side of
Tchulahoma Road and north of Winchester Road in Memphis, Shelby County, Tennessee.



Commencing at the intersection of the projected centerline of Runway 27 and the west right-of-way
line of Tchulahoma Road (106 foot wide right-of-way) with state plane coordinates of approximately
N: 287511.24152 & E: 786451.50317; Thence southwestwardly along the west right-of-way line of
Tchulahoma (106 foot wide right-of-way) on a chord of South 9 degrees 32 minutes 36 seconds West, a
chord distance of 194.98 feet to the TRUE POINT OF BEGINNING and being the northeast corner of the
following lease area, Thence southwestwardly along the above described west right-of-way line a
curve to the right having a radius of 2,991.97 feet with an arc distance of 165.69 feet and a chord
of South 14 degrees 8 minutes 23 seconds West, a chord distance of 165.67 feet to a point of
compound curve, Thence continuing southwestwardly along the above described west right-of-way line
on a curve to the right having a radius of 2,603.82 feet with an arc distance of 258.57 feet and a
chord of South 17 degrees 14 minutes 54 seconds West, a chord distance of 258.46 feet to a point of
tangency, Thence South 18 degrees 53 minutes 0 seconds West, a distance of 98.91 feet to the
southeast corner of said lease area, Thence North 85 degrees 42 minutes 12 seconds West, a distance
of 458.58 feet to the southwest corner, Thence northwestwardly along a non-radial curve having a
radius of 165.99 feet with an arc distance of 72.02 feet and a chord of North 7 degrees 10 minutes
22 seconds West, a chord distance of 71.46 feet to point of curve, Thence northeastwardly along a
curve to the left having a radius of 1,018.53 feet with an arc distance of 299.82 feet and a chord
of North 51 degrees 13 minutes 46 seconds East, a chord distance of 298.74 feet to point of curve,
Thence northeastwardly along a curve to the left having a radius of 694.07 feet with an arc
distance of 255.59 feet and a chord of North 51 degrees 13 minutes 46 seconds East, a chord
distance of 254.15 feet to point of curve, Thence South 85 degrees 47 minutes 19 seconds East, a
distance of 272.40 feet to the point of beginning and containing approximately 187,618 square feet
or 4.310 acres by calculation.



 









 








Parcel 12






[Picture of Parcel]




 









 





Parcel 13 Legal Description

Parcel 13



Supplemental Agreement 23 & 25 (A-380 Hangar Ramp)



March 9, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and located on the north side of
Winchester Road and west of Tchulahoma Road in Memphis, Shelby County, Tennessee.



Commencing at the intersection of the projected centerline of Runway 27 and the west right-of-way
line of Tchulahoma Road (106 foot wide right-of-way) with state plane coordinates of approximately
N: 287511.24152 & E: 786451.50317; Thence North 85 degrees 42 minutes 12 seconds West, along the
projected and centerline of Runway 27, a distance of 3,120.79 feet to a point, Thence
southwestwardly being perpendicular to the centerline of Runway 27, South 4 degrees 17 minutes 48
seconds East, a distance of 788.82 feet to the TRUE POINT OF BEGINNING being the northwest corner
of the following lease area, Thence South 85 degrees 43 minutes 1 second East, a distance of
1,598.83 feet to an angle point, Thence South 44 degrees 4 minutes 43 seconds East, a distance of
25.10 feet to an angle point, Thence South 82 degrees 39 minutes 19 seconds East, a distance of
190.62 feet to an angle point, Thence South 89 degrees 1 minute 31 seconds East, a distance of
162.34 feet to an angle point, Thence northeastwardly along a curve to the left having a radius of
986.00 feet with an arc distance of 208.75 feet and a chord of North 84 degrees 54 minutes 43
seconds East, a chord distance of 208.36 feet to the northeast corner of said lease area, Thence
South 4 degrees 20 minutes 49 seconds West, a distance of 237.72 feet to an angle point, Thence
South 49 degrees 14 minutes 57 seconds West, a distance of 234.28 feet to an angle point, Thence
South 40 degrees 36 minutes 14 seconds East, a distance of 70.25 feet to an angle point, Thence
South 4 degrees 0 minutes 42 seconds West, a distance of 57.07 feet to an angle point, Thence South
45 degrees 51 minutes 9 seconds West, a distance of 39.87 feet to an angle point, Thence South 4
degrees 4 minutes 9 seconds West, a distance of 155.08 feet to an angle point, Thence North 85
degrees 54 minutes 53 seconds West, a distance of 108.32 feet to an angle point, Thence South 4
degrees 5 minutes 7 seconds West, a distance of 165.12 feet to an angle point, Thence South 85
degrees 54 minutes 53 seconds East, a distance of 183.29 feet to an angle point, Thence South 4
degrees 5 minutes 7 seconds West, a distance of 292.49 feet to the southeast corner located in the
north right-of-way line of Winchester Road ( 99’ right-of-way), The following six (6) courses are
along the north right-of-way line of Winchester Road; Thence North 85 degrees 48 minutes 20 seconds
West, a distance of 295.48 feet to an angle point, Thence North 85 degrees 19 minutes 41 seconds
West, a distance of 77.14 feet to an angle point, Thence North 85 degrees 45 minutes 2 seconds
West, a distance of 107.78 feet to an angle point, Thence North 85 degrees 50 minutes 15 seconds
West, a distance of 479.66 feet to an angle point, Thence North 85 degrees 41 minutes 33 seconds
West, a distance of 811.67 feet to an angle point, Thence North 84 degrees 39 minutes 32 seconds
West, a distance of 264.51 feet to the southwest corner of said lease area., Thence North 4 degrees
40 minutes 0 seconds East, a distance of 623.21 feet to an angle point, Thence North 49 degrees 40
minutes 56 seconds East, a distance of 301.48 feet to an angle point, Thence North 40 degrees 19
minutes 4 seconds West, a distance of 417.17 feet to the point of beginning and containing
approximately 2,219,119 square feet or 50.944 acres by calculation.



 









 








Parcel 13






[Picture of Parcel]




 









 





Parcel 14 Legal Description

Parcel 14



Supplemental Agreement 14, Parcel 34



March 9, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and located on the north side of
Winchester Road and west of Tchulahoma Road in Memphis, Shelby County, Tennessee.



Commencing at the intersection of the projected centerline of Runway 27 and the west right-of-way
line of Tchulahoma Road (106 foot wide right-of-way) with state plane coordinates of approximately
N: 287511.24152 & E: 786451.50317; Thence North 85 degrees 42 minutes 12 seconds West, along the
projected and physical centerline of Runway 27, a distance of 4,266.60 feet to a point, Thence
southwestwardly being perpendicular to the centerline of Runway 27, South 4 degrees 17 minutes 48
seconds East, a distance of 789.09 feet to the TRUE POINT OF BEGINNING being the northeast corner
of the following lease area, Thence South 4 degrees 1 minute 24 seconds West, a distance of 386.06
feet to an angle point, Thence South 40 degrees 15 minutes 13 seconds East, a distance of 284.48
feet to an angle point, Thence South 5 degrees 30 minutes 17 seconds West, a distance of 534.88
feet to the southeast corner located in the north right-of-way line of Winchester Road ( 99’
right-of-way), The following three (3) courses are along the north right-of-way line of Winchester
Road; Thence North 85 degrees 43 minutes 50 seconds West, a distance of 47.61 feet to an angle
point, Thence South 49 degrees 16 minutes 11 seconds West, a distance of 5.49 feet to an angle
point, Thence North 85 degrees 43 minutes 50 seconds West, a distance of 578.14 feet to the
southwest corner of said lease area, Thence North 2 degrees 12 minutes 51 seconds East, a distance
of 149.66 feet to an angle point, Thence North 4 degrees 3 minutes 12 seconds East, a distance of
427.19 feet to an angle point, Thence South 85 degrees 51 minutes 17 seconds East, a distance of
365.00 feet to an angle point, Thence North 4 degrees 3 minutes 12 seconds East, a distance of
550.00 feet to an angle point, Thence South 85 degrees 43 minutes 01 seconds East, a distance of
84.09 feet to the point of beginning and containing approximately 428,616 square feet or 9.840
acres by calculation.



 









 








Parcel 14






[Picture of Parcel]




 









 





Parcel 15 Legal Description

Parcel 15



Sprankle Roadways & Grass Areas



March 7, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1; located south of Democrat Road and
west of Republic in Memphis, Shelby County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner of Supplemental Agreement
26, Thence continuing along said line, South 89 degrees 11 minutes 3 seconds East, a distance of
415.78 feet to the northwest corner of the Tennessee Air National Guard property, Thence continuing
along said line, South 89 degrees 11 minutes 3 seconds East, a distance of 3,046.17 feet to the
northeast corner of the Tennessee Air National Guard property and the northwest corner of the
Equitable life Insurance Lease Area being Thence continuing along said line, South 89 degrees 11
minutes 3 seconds East, a distance of 43.63 feet to an angle point, Thence continuing along said
line, South 87 degrees 17 minutes 35 seconds East, a distance of 465.51 feet to the northeast
corner of the Equitable life Insurance Lease Area, and the TRUE POINT OF BEGINNING of the following
lease area; Thence South 87 degrees 17 minutes 35 seconds East, a distance of 45.02 feet to an angle
point, Thence South 0 degrees 52 minutes 28 seconds West, along the west side of Hurricane Creek
being a concrete lined ditch, a distance of 984.49 feet to the northeast corner of Supplemental
Agreement 9, Parcel 25, Thence North 89 degrees 36 minutes 8 seconds West, a distance of 28.39 feet
to the northwest corner of Supplemental Agreement 9, Parcel 25, Thence South 0 degrees 36 minutes
53 seconds West, a distance of 493.61 feet to an angle point, Thence South 0 degrees 47 minutes 8
seconds West, a distance of 58.52 feet to an angle point, Thence South 21 degrees 14 minutes 12
seconds East, a distance of 11.66 feet to the southwest corner of Supplemental Agreement 9, Parcel
25, Thence North 86 degrees 12 minutes 48 seconds East, a distance of 26.11 feet to the southeast
corner of Supplemental Agreement 9, Parcel 25, Thence North 86 degrees 12 minutes 48 seconds East,
a distance of 60.69 feet to an angle point, Thence North 0 degrees 53 minutes 51 seconds East,
along the east side of Hurricane Creek, a distance of 1,435.07 feet to a corner located in the
south line of Democrat Road, Thence South 87 degrees 17 minutes 35 seconds East, along the
right-of-way of Democrat Road, a distance of 51.24 feet to an angle point, Thence South 1 degree 0
minutes 59 seconds West, a distance of 900.72 feet to the southwest corner of the Southwide lease
area, Thence North 87 degrees 52 minutes 41 seconds East, a distance of 507.52 feet to the
southeast corner of the Southwide lease area and in the west line of Republic Road, Thence South 0
degrees 30 minutes 52 seconds West, along the west line of Republic Road, a distance of 59.97 feet
to an angle point, Thence South 87 degrees 52 minutes 41 seconds West, a distance of 508.04 feet to
an angle point, Thence South 1 degree 0 minutes 59 seconds West, a distance of 612.66 feet to an
angle point, Thence North 89 degrees 29 minutes 38 seconds West, a distance of 165.07 feet to an
angle point, Thence North 0 degrees 19 minutes 41 seconds East, a distance of 97.53 feet to an
angle point, Thence North 0 degrees 9 minutes 9 seconds West, a distance of 271.72 feet to an angle
point, Thence North 3 degrees 15 minutes 27 seconds West, a distance of 153.76 feet to an angle
point, Thence North 25 degrees 26 minutes 16 seconds West, a distance of 29.24 feet to an angle
point, Thence North 72 degrees 6 minutes 36 seconds West, a distance of 29.85 feet to an angle
point, Thence North 89 degrees 44 minutes 30 seconds West, a distance of 415.70 feet to an angle
point, Thence North 3 degrees 4 minutes 8 seconds East, a distance of 54.28 feet to the southwest
corner of the Equitable Life Assurance Agreement, Thence South 89 degrees 3 minutes 49 seconds
East, a distance of 486.92 feet the southeast corner of the Equitable Life Assurance Agreement,
Thence North 0 degrees 44 minutes 38 seconds East, a distance of 972.68 feet to the point of
beginning and containing approximately 200,695 square feet or 4.607 acres by calculation.



 









 








Parcel 15






[Picture of Parcel]




 









 





Parcel 16 Legal Description

Parcel 16



Republic Road Lease Area



March 7, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1; located on the south side of
Democrat Road in Memphis, Shelby County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner of Supplemental Agreement
26, Thence continuing along said line, South 89 degrees 11 minutes 3 seconds East, a distance of
415.78 feet to the northwest corner of the Tennessee Air National Guard property, Thence continuing
along said line, South 89 degrees 11 minutes 3 seconds East, a distance of 3,046.17 feet to the
northeast corner of the Tennessee Air National Guard property and the northwest corner of the
Equitable Life Assurance Lease Area being Thence continuing along said line, South 89 degrees 11
minutes 3 seconds East, a distance of 43.63 feet to an angle point, Thence continuing along said
line, South 87 degrees 17 minutes 35 seconds East, a distance of 465.51 feet to the northeast
corner of the Equitable Life Assurance Lease Area, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 45.02 feet to an angle point, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 60.07 feet to an angle point, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 51.24 feet to an angle point, Thence South 1 degree 0 minutes 59 seconds West,
a distance of 35.08 feet to the northwest corner of the Southwide lease area, Thence South 89
degrees 20 minutes 16 seconds East, a distance of 396.01 feet to a point of curve and being the
TRUE POINT OF BEGINNING of the following lease area; Thence South 83 degrees 48 minutes 29 seconds
East, a distance of 192.33 feet to the northeast corner of this lease area, Thence South 0 degrees
30 minutes 52 seconds West, a distance of 1,275.33 feet to the southeast corner of said lease area,
Thence North 72 degrees 8 minutes 31 seconds West, a distance of 92.19 feet to the southwest corner
of said lease area, Thence North 0 degrees 30 minutes 52 seconds East, a distance of 1,163.22 feet
to a point of curve, Thence along a curve to the left having a radius of 103.65 feet, an arc
distance of 162.55 feet and a chord bearing of North 44 degrees 24 minutes 42 seconds West, a chord
distance of 146.39 feet to a point of tangency and being the point of beginning and containing
approximately 113,179 square feet or 2.598 acres by calculation.



 









 








Parcel 16






[Picture of Parcel]




 









 





Parcel 17 Legal Description

Parcel 17



(Supplemental Agreement #8, Parcel 9, 10 & 17) & (Supplemental Agreement 10, Parcel 27A)



(Supplemental Agreement 11, Parcel 27 West A & B) & (Supplemental Agreement 1 & 8, Parcel 11



& 12) & (Supplemental Agreement 8, Parcel 14) & (Supplemental Agreement 23) & (Supplemental



Agreement 1, Parcel 9)



March 4, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and being an area located south of
Democrat Road and extending to the west side of Tchulahoma Road in Memphis, Shelby County,
Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner of Supplemental Agreement
26, Thence South 0 degrees 50 minutes 13 seconds West, a distance of 4.79 feet to an exterior
point, Thence North 89 degrees 11 minutes 3 seconds West, a distance of 268.26 feet to an interior
point, Thence South 0 degrees 43 minutes 5 seconds West, a distance of 338.82 feet to a exterior
point, Thence South 63 degrees 0 minutes 31 seconds West, a distance of 9.97 feet to an angle
point, Thence South 24 degrees 3 minutes 28 seconds West, a distance of 93.03 feet to an angle
point, Thence South 23 degrees 41 minutes 49 seconds East, a distance of 214.23 feet to the
westernmost corner of Taxiway Charlie, Thence North 69 degrees 12 minutes 52 seconds East, a
distance of 241.65 feet to an angle point, Thence North 0 degrees 52 minutes 54 seconds East, a
distance of 31.95 feet to an angle point, Thence North 66 degrees 23 minutes 23 seconds East, a
distance of 447.13 feet to an angle point, Thence South 2 degrees 17 minutes 8 seconds West, along
the projected centerline of Taxiway Charlie, a distance of 92.71 feet to an angle point, Thence
South 56 degrees 2 minutes 45 seconds East, a distance of 147.94 feet to the northwest corner of
Supplemental Agreement 27, Thence South 56 degrees 2 minutes 45 seconds East, a distance of 65.03
feet to the northeast corner of Supplemental Agreement 27, Thence South 2 degrees 52 minutes 20
seconds West, a distance of 921.84 feet to the southwest corner of the Tennessee Air National Guard
property, Thence South 88 degrees 3 minutes 15 seconds East, along the south line of the Tennessee
Air National Guard, a distance of 439.77 feet to the northeast corner of Supplemental Agreement 13
& 17, Thence South 88 degrees 3 minutes 15 seconds East, along the south line of the Tennessee Air
National Guard property, a distance of 263.33 feet to the northeast corner of Taxiway Sierra,
Thence South 1 degree 57 minutes 51 seconds West, along a common line with the Tennessee Air
National Guard, a distance of 56.46 feet to the TRUE POINT OF BEGINNING of the following lease
area; The following courses are along a common line with the Tennessee Air National Guard property,
Thence 89 degrees 17 minutes 59 seconds East, a distance of 835.46 feet to an angle point, Thence
South 85 degrees 38 minutes 33 seconds East, a distance of 695.22 feet to a fence post, Thence
North 53 degrees 23 minutes 39 seconds East, a distance of 61.74 feet to a fence post, Thence North
3 degrees 22 minutes 5 seconds East, a distance of 85.99 feet to a fence post, Thence South 86
degrees 55 minutes 29 seconds East, a distance of 267.24 feet to a fence post, Thence South 82
degrees 48 minutes 35 seconds East, a distance of 39.83 feet to a fence post, Thence South 34
degrees 18 minutes 57 seconds East, a distance of 17.09 feet to a fence post, Thence South 85
degrees 50 minutes 15 seconds East, a distance of 354.81 feet to a fence post, Thence North 3
degrees 4 minutes 8 seconds East, a distance of 445.65 feet to a fence post which ends the common
line with the Tennessee Air National Guard, Thence South 89 degrees 44 minutes 30 seconds East, a
distance of 415.70 feet to an angle point, Thence South 72 degrees 6 minutes 36 seconds East, a
distance of 29.85 feet to an angle point, Thence South 25 degrees 26 minutes 16 seconds East, a
distance of 29.24 feet to an angle point, Thence South 3 degrees 15 minutes 27 seconds East, a
distance of 153.76 feet to an angle point, Thence South 0 degrees 9 minutes 9 seconds East, a
distance of 271.72 feet to an angle point, Thence South 0 degrees 19 minutes 41 seconds West, a
distance of 97.53 feet to an angle point, Thence South 89 degrees 29 minutes 38 seconds East, a
distance of 165.07 feet to an angle point, Thence North 1 degree 0 minutes 59 seconds East, a
distance of 612.66 feet to an angle point, Thence North 87 degrees 52 minutes 41 seconds East, a
distance of 508.04 feet to an angle point, Thence South 0 degrees 30 minutes 52 seconds West, a
distance of 365.66 feet to an angle point, Thence South 72 degrees 8 minutes 31 seconds East, a
distance of 92.19 feet to the southwest



 









 







corner of the original Internal Revenue Service property, The following courses represent a common
line of the original Internal Revenue Service property, Thence South 85 degrees 59 minutes 53
seconds East, a distance of 1,727.13 feet to a found iron pin being the southeast corner of the
original Internal Revenue Service property, Thence South 4 degrees 1 minute 22 seconds West, a
distance of 91.19 feet to an angle point, Thence North 85 degrees 32 minutes 18 seconds West, a
distance of 200.93 feet to an angle point, Thence South 4 degrees 24 minutes 10 seconds West, a
distance of 496.21 feet to an angle point, Thence South 85 degrees 37 minutes 1 second East, a
distance of 800.00 feet to an angle point, Thence North 4 degrees 22 minutes 31 seconds East, a
distance of 670.92 feet to an angle point, Thence South 86 degrees 16 minutes 1 second East, a
distance of 412.77 feet to the northeast corner of this lease area located in the west right-of-way
line of Tchulahoma Road, Thence southeastwardly along a curve to the left having a radius of
1,485.39 feet and a arc distance of 611.86 feet with a chord bearing of South 14 degrees 30 minutes
1 second East and a chord distance of 607.54 feet to an angle point, Thence North 86 degrees 26
minutes 58 seconds West, a distance of 112.43 feet to an angle point, Thence South 3 degrees 41
minutes 10 seconds West, a distance of 1,654.37 feet to an angle point, Thence South 85 degrees 14
minutes 54 seconds West, a distance of 37.55 feet to an angle point, Thence North 85 degrees 46
minutes 39 seconds West, a distance of 2,066.09 feet to an angle point, Thence North 85 degrees 34
minutes 16 seconds West, a distance of 1,121.60 feet to an angle point, Thence South 89 degrees 31
minutes 5 seconds West, a distance of 365.87 feet to an angle point, Thence North 85 degrees 38
minutes 42 seconds West, a distance of 1,810.70 feet to an angle point, Thence North 85 degrees 23
minutes 8 seconds West, a distance of 784.61 feet to an angle point, Thence North 14 degrees 43
minutes 33 seconds West, a distance of 121.17 feet to an angle point, Thence North 1 degree 53
minutes 35 seconds East, a distance of 191.88 feet to an angle point, Thence North 1 degree 57
minutes 51 seconds East, a distance of 1,474.33 feet to the point of beginning and containing
approximately 12,643,953 square feet or 290.265 acres by calculation.



 









 








Parcel 17






[Picture of Parcel]




 









 





Parcel 18 Legal Description

Parcel 18



Supplemental Agreement 8, Parcel 15



March 7, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1; located south of Independent Road
and west of Tchulahoma Road in Memphis, Shelby County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner of Supplemental Agreement
26, Thence continuing along said line, South 89 degrees 11 minutes 3 seconds East, a distance of
415.78 feet to the northwest corner of the Tennessee Air National Guard property, Thence continuing
along said line, South 89 degrees 11 minutes 3 seconds East, a distance of 3,046.17 feet to the
northeast corner of the Tennessee Air National Guard property and the northwest corner of the
Equitable Life Assurance Lease Area being Thence continuing along said line, South 89 degrees 11
minutes 3 seconds East, a distance of 43.63 feet to an angle point, Thence continuing along said
line, South 87 degrees 17 minutes 35 seconds East, a distance of 465.51 feet to the northeast
corner of the Equitable Life Assurance Lease Area, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 45.02 feet to an angle point, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 60.07 feet to an angle point, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 51.24 feet to an angle point, Thence South 1 degree 0 minutes 59 seconds West,
a distance of 35.08 feet to the northwest corner of the Southwide lease area, Thence South 89
degrees 20 minutes 16 seconds East, a distance of 396.01 feet to a point of curve and being the
northeast corner of Southwide lease area and the northwest corner of Republic Road, Thence South 83
degrees 48 minutes 29 seconds East, a distance of 192.33 feet to the northeast corner of the
Republic Road lease area and the northwest corner of the IRS/AOD lease area, Thence South 85
degrees 59 minutes 57 seconds East, a distance of 1,805.17 feet to the northeast corner of the
IRS/AOD lease area, Thence South 4 degrees 1 minute 22 seconds West, passing the northwest corner
of Supplemental Agreement 8, Parcel 13 & 18 at 724.10 feet, but in all 1,046.63 feet to the
southwest corner of Supplemental Agreement 8, Parcel 13 & 18 being the TRUE POINT OF BEGINNING of
the following lease area; Thence South 85 degrees 34 minutes 46 seconds East, a distance of 361.28
feet to an angle point, Thence South 4 degrees 3 minutes 55 seconds West, a distance of 145.04 feet
to an angle point, Thence South 86 degrees 16 minutes 1 second East, a distance of 238.74 feet to
an angle point, Thence South 4 degrees 22 minutes 31 seconds West, a distance of 670.92 feet to the
southeast corner, Thence North 85 degrees 37 minutes 1 second West, a distance of 800.00 feet to
the southwest corner, Thence North 4 degrees 24 minutes 10 seconds East, a distance of 496.21 feet
to an angle point, Thence South 85 degrees 32 minutes 18 seconds East, a distance of 200.93 feet to
an angle point, Thence North 4 degrees 1 minute 22 seconds East, a distance of 317.56 feet to the
point of beginning and containing approximately 552,730 square feet or 12.689 acres by calculation.



 









 








Parcel 18






[Picture of Parcel]




 









 





Parcel 19 Legal Description

Parcel 19



Supplemental Agreement 8, Parcel 13 & 18



March 7, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1; located on the west side of
Tchulahoma Road and on the south side of Independent Road in Memphis, Shelby County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner of Supplemental Agreement
26, Thence continuing along said line, South 89 degrees 11 minutes 3 seconds East, a distance of
415.78 feet to the northwest corner of the Tennessee Air National Guard property, Thence continuing
along said line, South 89 degrees 11 minutes 3 seconds East, a distance of 3,046.17 feet to the
northeast corner of the Tennessee Air National Guard property and the northwest corner of the
Equitable Life Assurance Lease Area being Thence continuing along said line, South 89 degrees 11
minutes 3 seconds East, a distance of 43.63 feet to an angle point, Thence continuing along said
line, South 87 degrees 17 minutes 35 seconds East, a distance of 465.51 feet to the northeast
corner of the Equitable Life Assurance Lease Area, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 45.02 feet to an angle point, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 60.07 feet to an angle point, Thence South 87 degrees 17 minutes 35 seconds
East, a distance of 51.24 feet to an angle point, Thence South 1 degree 0 minutes 59 seconds West,
a distance of 35.08 feet to the northwest corner of the Southwide lease area, Thence South 89
degrees 20 minutes 16 seconds East, a distance of 396.01 feet to a point of curve and being the
northeast corner of Southwide lease area and the northwest corner of Republic Road, Thence South 83
degrees 48 minutes 29 seconds East, a distance of 192.33 feet to the northeast corner of the
Republic Road lease area also being the northwest corner of the IRS/AOD lease area, Thence South 85
degrees 59 minutes 57 seconds East, a distance of 1,805.17 feet to the northeast corner of the
IRS/AOD lease area, Thence South 4 degrees 1 minute 22 seconds West, a distance of 724.10 feet to
the TRUE POINT OF BEGINNING of the following lease area; Thence South 87 degrees 8 minutes 49
seconds East, a distance of 538.91 feet to a point of curve, Thence along a curve to the right
having a radius of 775.00 feet with an arc distance of 98.97 feet and a chord of South 83 degrees
29 minutes 19 seconds East, a chord distance of 98.90 feet to a point of tangency, Thence South 79
degrees 49 minutes 49 seconds East, a distance of 187.84 feet to a point of curve, Thence along a
curve to the left having a radius of 825.00 feet with an arc distance of 114.23 feet and a chord of
South 83 degrees 47 minutes 48 seconds East, a chord distance of 114.14 feet to a point of
tangency, Thence South 87 degrees 33 minutes 28 seconds East, a distance of 33.04 feet to a point
of curve, Thence along a curve to the right having a radius of 30.00 feet with an arc distance of
47.93 feet and a chord of South 41 degrees 47 minutes 15 seconds East, a chord distance of 42.99
feet to a point of tangency located in the west right-of-way line of Tchulahoma Road, Thence South
3 degrees 58 minutes 59 seconds West, a distance of 247.13 feet to a point of curve, Thence along a
curve to the left having a radius of 1,485.39 feet with an arc distance of 173.25 feet and a chord
of South 0 degrees 38 minutes 30 seconds West, a chord distance of 173.15 feet to the southeast
corner, Thence North 86 degrees 16 minutes 1 second West, a distance of 651.51 feet to an angle
point, Thence North 4 degrees 3 minutes 55 seconds East, a distance of 145.04 feet to an angle
point, Thence North 85 degrees 34 minutes 46 seconds West, a distance of 361.28 feet to an angle
point, Thence North 4 degrees 1 minute 22 seconds East, a distance of 322.53 feet to the point of
beginning and containing approximately 418,016 square feet or 9.596 acres by calculation.



 









 








Parcel 19






[Picture of Parcel]




 









 





Parcel 20 Legal Description

Parcel 20



Supplemental Agreement 27



March 4, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and being an area adjacently east
of Taxiway Charlie; located south of Democrat Road and east of Plough Blvd. Memphis, Shelby County,
Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner, Thence South 0 degrees
50 minutes 13 seconds West, a distance of 4.79 feet to an exterior point, Thence North 89 degrees
11 minutes 3 seconds West, a distance of 268.26 feet to an interior point, Thence South 0 degrees
43 minutes 5 seconds West, a distance of 338.82 feet to a exterior point, Thence South 63 degrees 0
minutes 31 seconds West, a distance of 9.97 feet to an angle point, Thence South 24 degrees 3
minutes 28 seconds West, a distance of 93.03 feet to an angle point, Thence South 23 degrees 41
minutes 49 seconds East, a distance of 214.23 feet to the westernmost corner of Taxiway Charlie,
Thence North 69 degrees 12 minutes 52 seconds East, a distance of 241.65 feet to an angle point,
Thence North 0 degrees 52 minutes 54 seconds East, a distance of 31.95 feet to an angle point,
Thence North 66 degrees 23 minutes 23 seconds East, a distance of 447.13 feet to an angle point,
Thence South 2 degrees 17 minutes 8 seconds West, along the projected centerline of Taxiway
Charlie, a distance of 92.71 feet to an angle point, Thence South 56 degrees 2 minutes 45 seconds
East, a distance of 147.94 feet to the TRUE Thence South 56 degrees 2 minutes 45 seconds East, a
distance of 65.03 feet to the northeast corner of this lease area, Thence South 2 degrees 52
minutes 20 seconds West, a distance of 921.84 feet to the southwest corner of the Tennessee Air
National Guard property, Thence South 2 degrees 52 minutes 20 seconds West, a distance of 24.40
feet to the southeast corner of this lease area, Thence North 89 degrees 46 minutes 33 seconds
West, a distance of 34.85 feet to northwest corner of Supplemental Agreement areas 13 and 17,
Thence North 89 degrees 46 minutes 33 seconds West, a distance of 79.84 feet to the southwest
corner of this lease area, Thence North 1 degree 56 minutes 56 seconds East, a distance of 804.45
to an angle point, Thence South 88 degrees 3 minutes 4 seconds East, a distance of 18.90 feet to a
point of a nonradial curve, Thence along a non-radial curve to the right having a radius of 80.0
feet, a distance along its arc length of 81.90 feet and a chord bearing of North 47 degrees 23
minutes 14 seconds East and a chord distance of 78.37 feet to the end of curve, Thence North 1
degree 56 minutes 56 seconds East, a distance of 124.60 feet to a point of beginning and containing
approximately 108,051 square feet or 2.481 acres by calculation.



 









 








Parcel 20






[Picture of Parcel]




 









 





Parcel 21 Legal Description

Parcel 21



Supplemental Agreement 7, Parcel 19



Fed-Ex Parking




Description of a ground lease area being a portion of the Memphis- Shelby County Airport Authority
as recorded in Special Warranty Deed F5-5925, Parcel III; located on the north side of Democrat
Road and west of Republic in Memphis, Shelby County, Tennessee.



Commencing (POC) in the north right-of-way line of Democrat Road (100 feet right-of-way), said
point being South 89 degrees 11 minutes 32 seconds East, 3,478.65 feet east along said north
right-of-way line from a concrete right-of-way monument being identified as the Democrat Road
construction plans centerline station 11 + 68.53 which represents the change from a 200 foot wide
right-of-way to a 100 foot wide right-of-way along Democrat Road to the TRUE POINT OF BEGINNING of
the following lease area , Thence northeastwardly along the said west lease line, North 0 degrees
48 minutes 28 seconds East passing a fence line at 49.38 feet, passing a fence line at 1285.86 feet
but in all a call and measure of 1,522.40 feet to the northwest corner of said lease area., Thence
southeastwardly along the north lease line, South 88 degrees 16 minutes 12 seconds East, a call and
measure distance of 607.74 feet to an angle point, Thence continuing southeastwardly along the
north lease line, South 80 degrees 17 minutes 20 seconds East, a call and measure distance of
117.32 feet to the northeast corner of said lease area, Thence southeastwardly along the east lease
line, South 37 degrees 36 minutes 58 seconds East, a call and measure distance of 124.26 feet to an
angle point, Thence southeastwardly along the east lease line, South 34 degrees 01 minutes 35
seconds East, a call and measure distance of 278.80 feet to an angle point, Thence southeastwardly
along the east lease line, South 29 degrees 46 minutes 49 seconds East, a call and measure distance
of 405.79 feet to an angle point, Thence southeastwardly along the east lease line, South 21
degrees 01 minutes 03 seconds East, a call and measure distance of 100.00 feet to an angle point,
Thence southeastwardly along the east lease line, South 36 degrees 30 minutes 49 seconds East, a
call and measure distance of 149.22 feet to an angle point, Thence southeastwardly along the east
lease line, South 23 degrees 06 minutes 22 seconds East, a call and measure distance of 96.56 feet
to an angle point, Thence southeastwardly along the east lease line, South 13 degrees 10 minutes 49
seconds East, a call and measure distance of 124.15 feet to an angle point, Thence southwestwardly
along the east lease line, South 00 degrees 50 minutes 37 seconds East, a call and measure distance
of 271.56 feet to the southeast corner of said lease area located in the north line of Democrat
Road, Thence northwestwardly along the north line of Democrat Road, North 87 degrees 23 minutes 28
seconds West, a call and measure of 771.65 feet to an angle point, Thence continuing
northwestwardly along the north line of Democrat Road, North 89 degrees 11 minutes 32 seconds West,
a call and measure of 702.07 feet to the point of beginning and containing 1,812,363 square feet or
41.61 acres by calculation.



 









 








Parcel
21






[Picture of Parcel]




 









 





Parcel 22 Legal Description

Parcel 22



Supplemental Agreement 9, Parcel 20



Fed-Ex Parking




Description of a ground lease area being a portion of the Memphis- Shelby County Airport Authority
as recorded in Special Warranty Deed F5-5925, Parcel III; located on the north side of Democrat
Road and west of Republic in Memphis, Shelby County, Tennessee.



Commencing (POC) in the north right-of-way line of Democrat Road (100 feet right-of-way), said
point being South 89 degrees 11 minutes 32 seconds East, 2,932.23 feet east along said north
right-of-way line from a concrete right-of-way monument being identified as the Democrat Road
construction plans centerline station 11 + 68.53 which represents the change from a 200 foot wide
right-of-way to a 100 foot wide right-of-way along Democrat Road to the TRUE POINT OF BEGINNING of
the following lease area , Thence northeastwardly along the said west lease line, North 2 degrees
49 minutes 01 seconds East along the general alignment of a chain link fence, passing a fence
corner post at 49.47 feet but in a call of 740.27 feet but a measure of 746.98 feet to a found
fence post, Thence southeastwardly along a re-entrant chain link fence line, South 87 degrees 11
minutes 41 seconds East, along said fence line a call and measure distance of 340.03 feet to a
found fence corner being an interior corner of said lease area, Thence northeastwardly along an
interior chain link fence line North 2 degrees 49 minutes 1 second East and passing a fence corner
at 557.3 feet but in all a call of 594.26 feet and a measure of 587.49 feet to the northernmost
northwest corner of said lease area, Thence southeastwardly along the north line of said lease
area, South 87 degrees 10 minutes 59 seconds East, a call and measure of 159.92 feet to northeast
corner of said lease area, Thence southwestwardly along the east line of said lease area, South 0
degrees 48 minutes 28 seconds West and passing a fence line at 1266.81 feet but in all a call and
measure of 1316.19 feet to the southeast corner of said lease area being located in the north
right-of-way line of Democrat Road, Thence n northwestwardly along the north line of Democrat Road
being approximately 7 feet north of the curb line, North 89 degrees 11 minutes 32 seconds West, a
call and measure distance of 546.42 feet to the point of beginning and containing 493,414 square
feet or 11.33 acres by calculation.



 









 








Parcel
22






[Picture of Parcel]




 









 





Parcel 23 Legal Description

Parcel 23



Taxiway Sierra



March 4, 2007




Description of a ground lease area being a portion of the Memphis-Shelby County Airport Authority
Property as recorded in Special Warranty Deed F5-5925, Parcel 1 and located south of Democrat Road
and east of Plough Blvd. Memphis, Shelby County, Tennessee.



Beginning at a found Concrete Right-of-way monument located on the south side of Democrat Road and
east of Plough Blvd. being the northwest corner of Supplemental Agreement 26 dated 9/1/2005 with
state plane coordinates of approximately N: 291871.80330 & E: 776624.85479; Thence southeastwardly
along the south right-of-way line of Democrat (200 feet wide), South 89 degrees 20 minutes 43
seconds East, a distance of 401.48 feet to a found concrete right-of-way monument being the end of
the 200 foot wide right-of-way along Democrat Road, Thence northeastwardly along an interior line
of the south right-of-way line of Democrat Road, North 0 degrees 40 minutes 37 seconds East, a
distance of 39.20 feet to the beginning of a 100 foot wide right-of-way along Democrat Road, Thence
southeastwardly along the south line of Democrat Road (100 foot right-of-way), South 89 degrees 11
minutes 3 seconds East, a distance of 946.97 feet to the northeast corner, Thence South 0 degrees
50 minutes 13 seconds West, a distance of 4.79 feet to an exterior point, Thence North 89 degrees
11 minutes 3 seconds West, a distance of 268.26 feet to an interior point, Thence South 0 degrees
43 minutes 5 seconds West, a distance of 338.82 feet to a exterior point, Thence South 63 degrees 0
minutes 31 seconds West, a distance of 9.97 feet to an angle point, Thence South 24 degrees 3
minutes 28 seconds West, a distance of 93.03 feet to an angle point, Thence South 23 degrees 41
minutes 49 seconds East, a distance of 214.23 feet to the westernmost corner of Taxiway Charlie,
Thence North 69 degrees 12 minutes 52 seconds East, a distance of 241.65 feet to an angle point,
Thence North 0 degrees 52 minutes 54 seconds East, a distance of 31.95 feet to an angle point,
Thence North 66 degrees 23 minutes 23 seconds East, a distance of 447.13 feet to an angle point,
Thence South 2 degrees 17 minutes 8 seconds West, along the projected centerline of Taxiway
Charlie, a distance of 92.71 feet to an angle point, Thence South 56 degrees 2 minutes 45 seconds
East, a distance of 147.94 feet to the northwest corner of Supplemental Agreement 27, Thence South
56 degrees 2 minutes 45 seconds East, a distance of 65.03 feet to the northeast corner of
Supplemental Agreement 27, Thence South 2 degrees 52 minutes 20 seconds West, a distance of 921.84
feet to the southwest corner of the Tennessee Air National Guard property, Thence South 88 degrees
3 minutes 15 seconds East, along the south line of the Tennessee Air National Guard, a distance of
439.77 feet to the northeast corner of Supplemental Agreement 13 & 17 and being the TRUE POINT OF
BEGINNING of the following lease area; Thence South 88 degrees 3 minutes 15 seconds East, along the
south line of the Tennessee Air National Guard property, a distance of 263.33 feet to the northeast
corner of this lease area, Thence South 1 degree 57 minutes 51 seconds West, a distance of 943.10
feet to the southeast corner of said lease area, Thence North 88 degrees 4 minutes 5 seconds West,
a distance of 264.09 feet to the southwest corner of said lease area, Thence North 2 degrees 0
minutes 37 seconds East, a distance of 943.16 feet to the point of beginning and containing
approximately 248,711 square feet or 5.710 acres by calculation.



 









 








Parcel 23






[Picture of Parcel]