EX-10.9



 Exhibit 10.9 
  





 
  
  

 
 ELEVENTH AMENDMENT 

to the 
 COMPOSITE LEASE
AGREEMENT 
 By and Between 

MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY 

and 
 FEDERAL EXPRESS
CORPORATION 
 Effective as of January 1, 2019 
  

 
  








 



 
  

 ELEVENTH AMENDMENT 

TO THE COMPOSITE LEASE AGREEMENT 

This ELEVENTH Amendment is made and entered into as of January 22, 2019 by and between MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY (herein
referred to as “Authority”), a body politic and corporate, organized and existing under the laws of the State of Tennessee, and FEDERAL EXPRESS CORPORATION (herein referred to as “Tenant”), a corporation duly organized and
existing under the laws of the State of Delaware and authorized to do business in the State of Tennessee. 
 W I T N E S S E T H: 

WHEREAS Authority and Tenant executed a “Composite Lease Agreement”, effective January 1, 2007, which was modified by a First
Amendment effective September 1, 2008; a Second Amendment effective June 1, 2009; a Third Amendment effective July 1, 2009; a Fourth Amendment effective December 15, 2011; a Fifth Amendment effective January 1, 2013; a Sixth
Amendment effective July 1, 2014; a Seventh Amendment effective April 1, 2016; an Eighth Amendment effective April 1, 2017; a Ninth Amendment effective September 1, 2017; and a Tenth Amendment effective May 1, 2018;
collectively referred to herein as the “Composite Lease Agreement”; and, 
 WHEREAS, a schedule identifying each parcel of real
property the Authority leases to Tenant is attached as hereto as EXHIBIT “A” to the Composite Lease Agreement, and the schedule states the portion of the Term (as defined in the Composite Lease Agreement) during which the lease of
each parcel will be in effect, and the rent that Tenant is subject to pay Authority for each parcel; and 
 WHEREAS, the parties wish to
amend the Composite Lease Agreement to remove certain buildings, which are considered end of life and out-dated facilities, by deleting a total of 160,372 square feet as part of Parcel 34 , originally included
as Parcel 17, but more particularly identified in EXHIBIT A, Note 15, effective 1-1-2019, as these four affected buildings : (i) Hangar 6 ( Building Number 2879); (ii)
Hangar 7 (Building Number 2837); (iii) Administration Building (Building Number 2861); and (iv) Boiler Room (Building Number 2838), and these properties are highlighted and identified in and attached hereto as EXHIBIT “B”,
creating an annual reduction of $190,442.45 for the rental costs of these four (4) identified buildings located on Parcel 34, effective January 1, 2019. 

  
 Composite Lease Agreement –
Eleventh Amendment 
 Federal Express Corporation 









 



 
  

 WHEREAS, Tenant acknowledges that the demolition and deconstruction of these identified four
buildings will cause Tenant to have specific responsibilities to the Federal Aviation Administration (FAA) to assure that demolition and documentation of the historic properties located thereon are carried out in accordance with the parties’
Memorandum of Agreement, identified herein and attached hereto as EXHIBIT “C”; and 
 WHEREAS, by letter dated
October 16, 2018, identified herein and attached hereto as EXHIBIT “D”, the Tennessee Historical Commission, State Historic Preservation Office acknowledges that Stipulation II of the Memorandum of Agreement (EXHIBIT
“C”) has been fulfilled, and demolition and deconstruction can proceed of (i) Hangar 6 (Parcel 34 Building No. 2879); (ii) Hangar 7 (Parcel 34 Building No. 2837); (iii) the Administration Building (Parcel 34 Building
No. 2861); and (iv) a Boiler Room (Parcel 34 Building No. 2838); and 
 WHEREAS, now the Authority concurs and gives Tenant
permission to proceed with demolishing and deconstructing the same properties; and 
 NOW, THEREFORE, for and in consideration of the
promises, covenants and agreements hereinafter contained to be kept and performed by the parties hereto and upon the provisions and conditions hereinafter set forth, Authority and Tenant do hereby covenant and agree as follows: 

SECTION 1. Definitions. Except as otherwise provided herein, and unless the context shall clearly require otherwise, all
words and terms used in this ELEVENTH Amendment shall have the respective meanings given to them in the Composite Lease Agreement for all purposes of this ELEVENTH Amendment. 

SECTION 2. Modification of Composite Lease Agreement and the Applicable Rent. The parties amend the Composite Lease
Agreement to reflect a reduction of Parcel 34 as described in the attached Listing of Buildings shown on EXHIBIT “B”. As of the Effective Date, the parties incorporate the Listing of Buildings of Parcel 34 to be part of
EXHIBIT “A” to the Composite Lease Agreement. The inclusion of Parcel 34 Listing of Buildings in EXHIBIT “A” will accomplish the following: 

  
 Composite Lease Agreement –
Eleventh Amendment 
 Federal Express Corporation 









 



 
  

 (a) Effective on the effective date, the Parcel 34 annual rent will be reduced by an amount
equal to the product achieved by multiplying the Hangar Office Area of Parcel 34: 81,186 Square Feet by $1.465; and multiplying the Hangar Property Area of Parcel 34: 79,186 Square Feet by $0.903 based on 1995 rental rates as follows: 

 

													
	LOCATION	  	HANGAR	  	 OFFICE AREA
 SQUARE FEET
	  	RATE	 	  	ANNUAL REDUCTION	 
	 Bldg. 2879
	  	Hangar 6	  	13,328	  				  			
	 Bldg. 2837
	  	Hangar 7	  	16,000	  				  			
	 Bldg. 2861
	  	Administration Bldg.	  	50,077	  				  			
	 Bldg. 2838
	  	Boiler Room	  	1,781	  				  			
		  		  	  
	  				  			
	 Total Office Areas
	  	81,186	  	$	1.465	 	  	$	118,937.49	 
				
	LOCATION	  	HANGAR—OTHER PROPERTY SQ. FT.	  	RATE	 	  	ANNUAL REDUCTION	 
	 Bldg. 2879
	  	Hangar 6	  	45,119	  				  			
	 Bldg. 2837
	  	Hangar 7	  	34,067	  				  			
		  		  	  
	  				  			
	 Total Other Property
	  	79,186	  	$	0.903	 	  	$	71,504.96	 
		  		  		  				  	  
	  
	 
	 Total Office Area and Hangar Property Area Annual Rent Reduction
	  				  	$	190,442.45	 

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

SECTION 3. Demolition and Deconstruction by Tenant 

(a) Effective January 1, 2019, Authority hereby grants to Tenant for use by Tenant and its servants, agents, employees and independent
contractors, working on or in connection with Tenant’s demolition and deconstruction of the identified four buildings located on 

  
 Composite Lease Agreement –
Eleventh Amendment 
 Federal Express Corporation 









 



 
  

 
Parcel 34, all necessary or appropriate rights of reasonable access, ingress and egress to and from Parcel 34, and the right to do all such other things as may be incidental to Tenant’s
demolition and deconstruction of the identified four buildings. 
 (b) Tenant shall obtain, at Tenant’s sole expense, all certificates
and approvals relating to Tenant’s demolition and deconstruction of the identified four buildings located on Parcel 34. 
 (c) As part
of its demolition and deconstruction of the identified four buildings on Parcel 34 under this Section, Tenant shall (i) remain in compliance with all applicable Environmental Laws and (ii) undertake, in compliance with the rules and
regulations of any Governmental Authority having jurisdiction over the Parcel 34, all required cleanup activities with respect to environmental conditions caused by, arising out of or resulting from its demolition and deconstruction for the
identified four buildings on Parcel 34. 
 SECTION 4. Remainder of Composite Lease in Effect. All other terms,
provisions, conditions, covenants and agreements of the Composite Lease shall continue in full force and effect. 
 SECTION 5.
Effective Dates of this ELEVENTH Amendment. This ELEVENTH Amendment shall become effective as of January 1, 2019. 

EXHIBIT “A”, EXHIBIT “B”, EXHIBIT “C”, and EXHIBIT “D”, attached hereto,
shall be incorporated herein by reference. 
 This remainder of this page intentionally left blank. 

Signature page to follow. 

  
 Composite Lease Agreement –
Eleventh Amendment 
 Federal Express Corporation 









 



 
  

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

									
	MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY	 		 	FEDERAL EXPRESS CORPORATION
					
	By: 	 	/s/ Scott A. Brockman	 		 	By: 	 	/s/ Wiley Johnson, Jr.
		 	Scott A. Brockman, A.A.E.	 		 	Title:	 	Managing Director, Real Estate and Airport Development
		 	President and Chief Executive Officer	 		 		 	
					
		 	Approved as to Content:	 		 		 	
					
	By:	 	/s/ Forrest B. Artz	 	  
	 	  
	 	  

		 	Forrest B. Artz	 		 		 	
		 	Vice President of Finance and Administration/CFO	 		 		 	
				
	Approved as to Form and Legality:	 		 		 	
				
	/s/ Janet Shipman	 	  
	 	  
	 	  

	Janet Shipman	 		 		 	
	Associate Airport Counsel	 		 		 	
				
	Reviewed and Approved:	 		 		 	
				
	/s/ Angela Washington	 	  
	 	  
	 	  

	Director of Properties	 		 		 	


  
 Composite Lease Agreement –
Eleventh Amendment 
 Federal Express Corporation 








 EXHIBIT A to the Composite Lease Agreement as amended by the ELEVENTH Amendment effective January 1,
2019. 
  

																																															
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2012	 	2013	 	2014	 	2015-17	 	2018—2019
	 PARCEL

NUMBER
	 	 FEDEX

LEASE
 NUMBER
	 	 SUPPLEMENTAL
	 	 USE OR
LOCATION
	 	 PARCEL
ID
	 	 EFFECTIVE

DATE
	 	 SQUARE

FEET
	 	 EFFECTIVE

DATE
 RATE
	 	 EFFECTIVE SEPTEMBER
2012
	 	 EFFECTIVE July 1, 2013
	 	 EFFECTIVE July 1, 2014
	 	 EFFECTIVE April 1, 2015
	 	 EFFECTIVE January 1,
2019

	 	RATES	 	MONTHLY	 	ANNUAL	 	ESCALATION (3)	 	RATES	 	MONTHLY	 	ANNUAL	 	RATES	 	MONTHLY	 	ANNUAL	 	RATES	 	MONTHLY	 	ANNUAL	 	RATES	 	MONTHLY	 	ANNUAL
	 1
	 	07-0958	 	N/A	 	TAXIWAY N	 	N/A	 	2/1/2009	 	100,035	 	$0.1906	 	$0.1906	 	$1,588.89	 	$19,066.67	 	CPI OR 13%	 	$0.2077	 	$1,731.41	 	$20,776.95	 	$0.2077	 	$1,731.41	 	$20,776.95	 	$0.21	 	$1,731.41	 	$20,776.95	 	$0.21	 	$1,731.41	 	$20,776.95
	 2
	 	07-0959	 	SUPPLEMENTAL 26	 	AMR FACILITIES/LANDLOCKED PARCELS	 	A-G	 	1/1/2007	 	1,082,446	 	Varies (1)	 	Varies (1)	 	$28,533.41	 	$342,400.87	 	CPI OR 13%	 	Varies (1)	 	$31,092.85	 	$373,114.23	 	Varies (1)	 	$31,092.85	 	$373,114.23	 	Varies
(1)	 	$31,092.85	 	$373,114.23	 	Varies
(1)	 	$31,092.85	 	$373,114.23
	 	 	 	 	N/A 5th Amendment to Composite Lease	 	UNIMPROVED GROUND	 	 	 	11/1/2013
(9)	 	44,344	 	$0.2077	 	N/A	 	N/A	 	N/A	 	CPI OR 13%	 	0.2077 (9)	 	N/A	 	N/A	 	$0.2077	 	$767.52	 	$9,210.25	 	$0.21	 	$767.52	 	$9,210.25	 	$0.21	 	$767.52	 	$9,210.25
	 3
	 	07-0960	 	SUPPLEMENTALS	 	WEST RAMP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	18, 19, 20, 21, 22 & 23	 	UNIMPROVED GROUND	 	N/A	 	1/1/2007	 	3,111,647	 	$0.1525	 	$0.1906	 	$49,423.33	 	$593,079.92	 	CPI OR 13%	 	$0.2077	 	$53,856.60	 	$646,279.19	 	$0.2077	 	$53,856.60	 	$646,279.19	 	$0.21	 	$53,856.60	 	$646,279.19	 	$0.21	 	$53,856.60	 	$646,279.19
	 	 	 	 	22, 24 & 25	 	UNIMPROVED GROUND	 	N/A	 	1/1/2007	 	914,283	 	$0.1525	 	$0.1906	 	$14,521.86	 	$174,262.34	 	CPI OR 13%	 	$0.2077	 	$15,824.47	 	$189,893.67	 	$0.2077	 	$15,824.47	 	$189,893.67	 	$0.21	 	$15,824.47	 	$189,893.67	 	$0.21	 	$15,824.47	 	$189,893.67
	 	 	 	 	N/A 5th Amendment to Composite Lease	 	UNIMPROVED GROUND	 	 	 	11/1/2013
(9)	 	2,744	 	$0.2077	 	N/A	 	N/A	 	N/A	 	CPI OR 13%	 	N/A	 	N/A	 	N/A	 	$0.2077	 	$47.49	 	$569.92	 	$0.21	 	$47.49	 	$569.92	 	$0.21	 	$47.49	 	$569.92
	 4
	 	07-0961	 	N/A	 	TAXIWAY C	 	N/A	 	2/1/2009	 	731,098	 	$0.2400	 	$0.2400	 	$14,621.96	 	$175,463.52	 	CPI OR 13%	 	$0.2615	 	$15,933.55	 	$191,202.60	 	$0.2615	 	$15,933.55	 	$191,202.60	 	$0.26	 	$15,933.55	 	$191,202.60	 	$0.26	 	$15,933.55	 	$191,202.60
	 5
	 	07-0962	 	SUPPLEMENTAL 13	 	UNIMPROVED APRON/GRACELAND RAMP	 	33	 	1/1/2007	 	515,496	 	$0.1525	 	$0.1906	 	$8,187.79	 	$98,253.48	 	CPI OR 13%	 	$0.2077	 	$8,922.24	 	$107,066.88	 	$0.2077	 	$8,922.24	 	$107,066.88	 	$0.21	 	$8,922.24	 	$107,066.88	 	$0.21	 	$8,922.24	 	$107,066.88
	 	 	 	 	SUPPLEMENTAL 17	 	UNIMPROVED APRON/SIERRA RAMP	 	37	 	1/1/2007	 	 	 	$0.1525	 	 	 	 	 	 	 	CPI OR 13%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 6
	 	07-0963	 	AGREEMENT#92-0833	 	IRS/AOD	 	N/A	 	1/1/2007	 	2,248,286	 	N/A
(6)	 	N/A
(6)	 	$125,000.00	 	$1,500,000.00	 	15% (7)	 	N/A
(6)	 	$143,750.00	 	$1,725,000.00	 	N/A (6)	 	$143,750.00	 	$1,725,000.00	 	N/A
(6)	 	$143,750.00	 	$1,725,000.00	 	N/A
(6)	 	$143,750.00	 	$1,725,000.00
	 7
	 	07-0964	 	SOUTHWIDE#90-0242	 	GRAEBER ASSIGNMENT	 	23	 	1/1/2007	 	427,030	 	N/A
(6)	 	N/A
(6)	 	$2,506.15	 	$30,073.80	 	CPI OR 13%	 	N/A
(6)	 	$2,730.95	 	$32,771.42	 	N/A
(6)	 	$2,730.95	 	$32,771.42	 	N/A
(6)	 	$2,730.95	 	$32,771.42	 	N/A
(6)	 	$2,730.95	 	$32,771.42
	 8
	 	07-0965	 	SOUTHWIDE ASGMT. #80-0223	 	EQUITABLE LIFE	 	24	 	1/1/2007	 	451,370	 	N/A
(6)	 	N/A
(6)	 	$2,340.16	 	$28,081.92	 	CPI OR 13%	 	N/A
(6)	 	$2,550.07	 	$30,600.87	 	N/A (6)	 	$2,550.07	 	$30,600.87	 	N/A
(6)	 	$2,550.07	 	$30,600.87	 	N/A
(6)	 	$2,550.07	 	$30,600.87
	 9
	 	07—0966	 	SUPPLEMENTAL 15 (INTERNATIONAL PARK)	 	FEDEX PARKING—TCHULAHOMA	 	21	 	1/1/2007	 	833,458	 	$0.2673	 	$0.2673	 	$18,565.28	 	$222,783.32	 	CPI OR 13%	 	$0.2913	 	$20,230.58	 	$242,766.99	 	$0.2913	 	$20,230.58	 	$242,766.99	 	$0.29	 	$20,230.58	 	$242,766.99	 	$0.29	 	$20,230.58	 	$242,766.99
	 10
	 	07-0967	 	SUPPLEMENTAL 16 (INTERNATIONAL PARK)	 	FEDEX CONSTRUCTION STORAGE AREA	 	22A	 	1/1/2007
(2)	 	140,617	 	$0.2673	 	$0.2673	 	$3,132.24	 	$37,586.92	 	CPI OR 13%	 	$0.2913	 	$3,413.21	 	$40,958.47	 	$0.2913	 	$3,413.21	 	$40,958.47	 	$0.29	 	$3,413.21	 	$40,958.47	 	$0.29	 	$3,413.21	 	$40,958.47
	 11
	 	07-0968	 	SUPPLEMENTAL 13	 	UNIMPROVED GROUND/GSE STORAGE	 	36	 	1/1/2007	 	187,217	 	$0.1525	 	$0.1906	 	$2,973.63	 	$35,683.56	 	CPI OR 13%	 	$0.2077	 	$3,240.36	 	$38,884.38	 	$0.2077	 	$3,240.36	 	$38,884.38	 	$0.21	 	$3,240.36	 	$38,884.38	 	$0.21	 	$3,240.36	 	$38,884.38
	 12
	 	07-0969	 	SUPPLEMENTAL 27	 	A-380 GSE STORAGE	 	N/A	 	12/01/07	 	187,618	 	$0.1525	 	$0.1525	 	$2,384.31	 	$28,611.75	 	CPI OR 13%	 	$0.1662	 	$2,598.18	 	$31,178.22	 	$0.1662	 	$2,598.18	 	$31,178.22	 	$0.17	 	$2,598.18	 	$31,178.22	 	$0.17	 	$2,598.18	 	$31,178.22
	 13
	 	07-0970	 	SUPPLEMENTAL 23	 	A-380 RAMP	 	N/A	 	1/1/2007	 	1,897,879	 	$0.1220	 	$0.1220	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.1329	 	$21,025.87	 	$252,310.49	 	$0.1329	 	$21,025.87	 	$252,310.49	 	$0.13	 	$21,025.87	 	$252,310.49	 	$0.13	 	$21,025.87	 	$252,310.49
	 	 	 	 	SUPPLEMENTAL 25	 	A-380 GSE RAMP	 	N/A	 	1/1/2007	 	319,113	 	$0.1525	 	$0.1906	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.2077	 	$5,523.23	 	$66,278.76	 	$0.2077	 	$5,523.23	 	$66,278.76	 	$0.21	 	$5,523.23	 	$66,278.76	 	$0.21	 	$5,523.23	 	$66,278.76
	 14
	 	07-0971	 	SUPPLEMENTAL 14	 	UNIMPROVED APRON/DE-ICING EQUIPMENT STORAGE	 	34	 	1/1/2007	 	428,616	 	$0.1525	 	$0.1906	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.2077	 	$7,418.52	 	$89,022.18	 	$0.2077	 	$7,418.52	 	$89,022.18	 	$0.21	 	$7,418.52	 	$89,022.18	 	$0.21	 	$7,418.52	 	$89,022.18
	 15
	 	07-0972	 	N/A	 	SPRANKLE ROAD	 	N/A	 	1/1/2007	 	200,695	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	N/A	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000
	 16
	 	07-0973	 	N/A	 	REPUBLIC ROAD	 	N/A	 	1/1/2007	 	113,179	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	N/A	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000	 	$0.0000
	 	 	07-0974	 	SUPPLEMENTALS	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	1 Parcel 1, 2, 3, 4, 6 & 9 (UNIMP GROUND)	 	 	 	1,2,3,4,6,9	 	1/1/2007	 	1,662,877	 	$0.1525	 	$0.1906	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.2077	 	$28,781.19	 	$345,374.26	 	$0.2077	 	$28,781.19	 	$345,374.26	 	$0.21	 	$28,781.19	 	$345,374.26	 	$0.21	 	$28,781.19	 	$345,374.26
	 	 	 	 	1 Parcel 1, 2, 7, 9 (IMP APRON)	 	 	 	1,2,7,9	 	1/1/2007	 	1,908,290	 	$0.1906	 	$0.2383	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.2597	 	$41,294.68	 	$495,536.18	 	$0.2597	 	$41,294.68	 	$495,536.18	 	$0.26	 	$41,294.68	 	$495,536.18	 	$0.26	 	$41,294.68	 	$495,536.18
	 	 	 	 	Parcel 5 (INTERNATIONAL PARK)	 	 	 	5	 	1/1/2007	 	24,000	 	$0.2673	 	$0.3341	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.3641	 	$728.14	 	$8,737.65	 	$0.3641	 	$728.14	 	$8,737.65	 	$0.36	 	$728.14	 	$8,737.65	 	$0.36	 	$728.14	 	$8,737.65
	 	 	 	 	1 Parcel 8 (INTERNATIONAL PARK)	 	FUEL TANKS	 	8	 	1/1/2007	 	247,254	 	$0.2673	 	$0.3341	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.3641	 	$7,501.45	 	$90,017.46	 	$0.3641	 	$7,501.45	 	$90,017.46	 	$0.36	 	$7,501.45	 	$90,017.46	 	$0.36	 	$7,501.45	 	$90,017.46
	 	 	 	 	1 & 8 Parcel 12 (INETRNATIONAL PARK)	 	ARTC TRAINING BUILDING	 	12	 	1/1/2007	 	117,915	 	$0.2673	 	$0.3341	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.3641	 	$3,577.43	 	$42,929.17	 	$0.3641	 	$3,577.43	 	$42,929.17	 	$0.36	 	$3,577.43	 	$42,929.17	 	$0.36	 	$3,577.43	 	$42,929.17
	 	 	 	 	1 & 8 Parcel 11 (INTERNATIONAL PARK)	 	GAS STATION	 	11	 	1/1/2007	 	45,359	 	$0.2673	 	$0.3341	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.3641	 	$1,376.15	 	$16,513.80	 	$0.3641	 	$1,376.15	 	$16,513.80	 	$0.36	 	$1,376.15	 	$16,513.80	 	$0.36	 	$1,376.15	 	$16,513.80
	 	 	 	 	8 Parcel 9 (INTERNATIONAL PARK)	 	SOUTH RAMP, COURTYARD, SOUTHGATES	 	9, 10, 17	 	1/1/2007	 	1,586,172	 	$0.2673	 	$0.3341	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.3641	 	$48,122.97	 	$577,475.69	 	$0.3641	 	$48,122.97	 	$577,475.69	 	$0.36	 	$48,122.97	 	$577,475.69	 	$0.36	 	$48,122.97	 	$577,475.69
	 	 	 	 	Parcel 10 (INTERNATIONAL PARK)	 	SOUTHEASTERN RAMP, NORTH SECONDARY,	 	 	 	1/1/2007	 	70,200	 	$0.2673	 	$0.3341	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.3641	 	$2,129.80	 	$25,557.63	 	$0.3641	 	$2,129.80	 	$25,557.63	 	$0.36	 	$2,129.80	 	$25,557.63	 	$0.36	 	$2,129.80	 	$25,557.63
	
17
	 	 	 	Parcel 17 (INTERNATIONAL PARK)	 	NORTH INPUT, PRIMARY SORT,	 	17	 	1/1/2007	 	4,333,659	 	$0.2673	 	$0.3341	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.3641	 	$131,479.16	 	$1,577,749.90	 	$0.3641	 	$131,479.16	 	$1,577,749.90	 	$0.36	 	$131,479.16	 	$1,577,749.90	 	$0.36	 	$131,479.16	 	$1,577,749.90
	 	 	 	 	 	 	SMALL PACKAGE SORT SYSTEM,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	INTERNATIONAL INPUT, HEAVY WEIGHT, EAST RAMP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TAB-LINE MAINTENANCE	 	14	 	1/1/2007	 	556,334	 	$0.2673	 	$0.3341	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.3641	 	$16,878.65	 	$202,543.84	 	$0.3641	 	$16,880.10	 	$202,561.21	 	$0.36	 	$16,879.91	 	$202,558.92	 	$0.36	 	$16,879.91	 	$202,558.92
	 	 	 	 	10 Parcel 27A (IMP APRON)	 	PARCEL 27A	 	27	 	1/1/2007	 	487,512	 	$0.1906	 	$0.2383	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.2597	 	$10,549.58	 	$126,594.93	 	$0.2597	 	$10,549.58	 	$126,594.93	 	$0.26	 	$10,549.58	 	$126,594.93	 	$0.26	 	$10,549.58	 	$126,594.93
	 	 	 	 	11 Parcel A & B West (UNIMP GROUND)	 	NORTH RAMP	 	27A &
27B	 	1/1/2007	 	527,676	 	$0.1525	 	$0.1906	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.2077	 	$9,133.05	 	$109,596.63	 	$0.2077	 	$9,133.05	 	$109,596.63	 	$0.21	 	$9,133.05	 	$109,596.63	 	$0.21	 	$9,133.05	 	$109,596.63
	 	 	 	 	5 Parcel 16 (INTERNATIONAL PARK)	 	 	 	16	 	1/1/2007	 	796,312	 	$0.2673	 	$0.3341	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.3641	 	$24,159.36	 	$289,912.33	 	$0.3641	 	$24,159.36	 	$289,912.33	 	$0.36	 	$24,159.36	 	$289,912.33	 	$0.36	 	$24,159.36	 	$289,912.33
	 	 	 	 	23	 	GRAEBER ASSIGNMENT/TRUCKING OPERATION	 	 	 	1/1/2007	 	261,460	 	$0.1029	 	$0.1286	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.1401	 	$3,053.32	 	$36,639.83	 	$0.1401	 	$3,053.32	 	$36,639.83	 	$0.14	 	$3,053.32	 	$36,639.83	 	$0.14	 	$3,053.32	 	$36,639.83
	 	 	 	 	SUPPLEMENTAL 9 (INTERNATIONAL PARK)	 	PARKING AREA	 	25	 	1/1/2007	 	18,933	 	$0.2673	 	$0.3341	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.3641	 	$574.41	 	$6,892.91	 	$0.3641	 	$574.41	 	$6,892.91	 	$0.36	 	$574.41	 	$6,892.91	 	$0.36	 	$574.41	 	$6,892.91
	 18
	 	07-0975	 	SUPPLEMENTAL 8 (INTERNATIONAL PARK)	 	DC-10 HANGAR (LAND)	 	15	 	1/1/2007	 	552,730	 	$0.2673	 	$0.2673	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.2913	 	$13,416.45	 	$160,997.43	 	$0.2913	 	$13,416.45	 	$160,997.43	 	$0.29	 	$13,416.45	 	$160,997.43	 	$0.29	 	$13,416.45	 	$160,997.43
	 18A
	 	07-0976	 	BUILDING HAVING AN AREA OF 72,378 SQ FT & OTHER IMPROVEMENTS	 	DC-10 HANGAR (BUILDING)	 	 	 	9/1/2012
(4)	 	72,378	 	$1.2600	 	$1.2600	 	$7,599.69	 	$91,196.28	 	CPI OR 13%	 	$1.3730	 	$8,281.38	 	$99,376.59	 	$1.3730	 	$8,281.38	 	$99,376.59	 	$1.37	 	$8,281.38	 	$99,376.59	 	$1.37	 	$8,281.38	 	$99,376.59
	 	 	 	 	CONSTRUCTED ON PARCEL 18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 19
	 	07-0977	 	SUPPLEMENTAL 8 (INTERNATIONAL PARK)	 	ENGINE SHOP	 	13 & 18	 	1/1/2007	 	418,016	 	$0.2673	 	$0.2673	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.2913	 	$10,146.53	 	$121,758.37	 	$0.2913	 	$10,146.53	 	$121,758.37	 	$0.29	 	$10,146.53	 	$121,758.37	 	$0.29	 	$10,146.53	 	$121,758.37
	 20
	 	07-0978	 	SUPPLEMENTAL 27	 	WEST SIDE OF TANG	 	N/A	 	3/1/2008	 	108,051	 	$0.1525	 	$0.1525	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.1662	 	$1,496.32	 	$17,955.83	 	$0.1662	 	$1,496.32	 	$17,955.83	 	$0.17	 	$1,496.32	 	$17,955.83	 	$0.17	 	$1,496.32	 	$17,955.83
	 21
	 	07-0979	 	SUPPLEMENTAL 7	 	DEMOCRAT VEHICLE PARKING	 	19	 	1/1/2007	 	1,812,363	 	$0.1525	 	$0.1906	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.2077	 	$31,368.50	 	$376,422.03	 	$0.2077	 	$31,368.50	 	$376,422.03	 	$0.21	 	$31,368.50	 	$376,422.03	 	$0.21	 	$31,368.50	 	$376,422.03
	 22
	 	07-0980	 	SUPPLEMENTAL 9	 	DEMOCRAT VEHICLE PARKING	 	20	 	1/1/2007	 	491,127	 	$0.1525	 	$0.1906	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.2077	 	$8,500.46	 	$102,005.52	 	$0.2077	 	$8,500.46	 	$102,005.52	 	$0.21	 	$8,500.46	 	$102,005.52	 	$0.21	 	$8,500.46	 	$102,005.52
	 23
	 	07-0981	 	N/A	 	TAXIWAY SIERRA	 	 	 	2/1/2009	 	248,711	 	$0.2400	 	$0.2400	 	#REF!	 	#REF!	 	CPI OR 13%	 	$0.2615	 	$5,420.41	 	$65,044.89	 	$0.2615	 	$5,420.41	 	$65,044.89	 	$0.26	 	$5,420.41	 	$65,044.89	 	$0.26	 	$5,420.41	 	$65,044.89
	 24
	 	07-0982	 	N/A	 	SORT FACILITY	 	 	 	9/1/2009
(5)	 	292,000	 	$1.2600	 	$1.2600	 	$30,660.00	 	$367,920.00	 	CPI OR 13%	 	$1.3730	 	$33,410.20	 	$400,922.42	 	$1.3730	 	$33,410.20	 	$400,922.42	 	$1.37	 	$33,410.20	 	$400,922.42	 	$1.37	 	$33,410.20	 	$400,922.42
	 25
	 	07-0983	 	N/A	 	DEMOCRAT PARKING AREA	 	 	 	12/15/11
(8)	 	36,128	 	$0.1906	 	$0.1906	 	$573.83	 	$6,885.99	 	CPI OR 13%	 	$0.2077	 	$625.31	 	$7,503.67	 	$0.2077	 	$625.31	 	$7,503.67	 	$0.21	 	$625.31	 	$7,503.67	 	$0.21	 	$625.31	 	$7,503.67
	 26
	 	07-0985	 	N/A	 	CORPORATE AVIATION HANGAR (BUILDING)	 	 	 	7/1/2014	 	35,070	 	$1.4238	 	N/A	 	N/A	 	N/A	 	CPI OR 13%	 	N/A	 	N/A	 	N/A	 	$1.4238	 	$4,161.06	 	$49,932.67	 	$1.42	 	$4,161.06	 	$49,932.67	 	$1.42	 	$4,161.06	 	$49,932.67
	 	 	 	 	 	 	CORPORATE AVIATION HANGAR (LAND)	 	 	 	7/1/2014	 	161,334	 	$0.0000	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A
	 27
	 	07-0984	 	N/A	 	HANGAR 11 (BUILDING)	 	 	 	7/1/2014	 	58,265	 	$1.4238	 	N/A	 	N/A	 	N/A	 	CPI OR 13%	 	N/A	 	N/A	 	N/A	 	$1.4238	 	$6,913.14	 	$82,957.71	 	$1.42	 	$6,913.14	 	$82,957.71	 	$1.42	 	$6,913.14	 	$82,957.71
	 	 	 	 	N/A	 	HANGAR 12 (BUILDING)	 	 	 	7/1/2014	 	117,306	 	$1.4238	 	N/A	 	N/A	 	N/A	 	CPI OR 13%	 	N/A	 	N/A	 	N/A	 	$1.4238	 	$13,918.36	 	$167,020.28	 	$1.42	 	$13,918.36	 	$167,020.28	 	$1.42	 	$13,918.36	 	$167,020.28
	 	 	 	 	 	 	HANGARS 11 AND 12 (LAND)	 	 	 	7/1/2014	 	1,290,083	 	$0.0000	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A
	 28
	 	07-0986	 	N/A	 	EAST GSE RAMP	 	 	 	7/1/2014
(10)	 	1,000,681	 	$0.1741	 	N/A	 	N/A	 	N/A	 	CPI OR 13%	 	N/A	 	N/A	 	N/A	 	$0.1741	 	$14,518.21	 	$174,218.56	 	$0.17	 	$14,518.21	 	$174,218.56	 	$0.17	 	$14,518.21	 	$174,218.56
	 29
	 	 	 	7TH AMENDMENT	 	COLD CHAIN STORAGE PARKING	 	 	 	4/1/2016
(11)	 	29,174	 	$0.2077	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	 	 	 	 	 	 	$0.2077	 	$504.95	 	$6,059.44	 	$0.2077	 	$504.95	 	$6,059.44
	 30
	 	 	 	8TH AMENDMENT	 	3505 TCHULAHOMA ROAD (BUILDING)	 	 	 	4/1/2017
(13)	 	38,345	 	$2.8500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$2.8500	 	$9,106.94	 	$109,283.25	 	$2.8500	 	$9,106.94	 	$109,283.25
	 	 	 	 	8TH AMENDMENT	 	3505 TCHULAHOMA ROAD (IMPROVED GROUND)	 	 	 	4/1/2017
(13)	 	58,810	 	$0.2597	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$0.2597	 	$1,272.75	 	$15,272.96	 	$0.2597	 	$1,272.75	 	$15,272.96
	 	 	 	 	8TH AMENDMENT	 	3505 TCHULAHOMA ROAD (UNIMPROVED GROUND)	 	 	 	4/1/2017
(13)	 	64,702	 	$0.2077	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$0.2077	 	$1,119.88	 	$13,438.61	 	$0.2077	 	$1,119.88	 	$13,438.61
	 31
	 	 	 	8TH AMENDMENT	 	3318 WINCHESTER ROAD (BUILDING)	 	 	 	8/1/2017
(12)	 	113,461	 	$2.8500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$2.8500	 	$26,946.99	 	$323,363.85	 	$2.8500	 	$26,946.99	 	$323,363.85
	 	 	 	 	8TH AMENDMENT	 	3318 WINCHESTER ROAD (IMPROVED GROUND)	 	 	 	8/1/2017
(12)	 	196,782	 	$0.2597	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$0.2597	 	$4,258.69	 	$51,104.29	 	$0.2597	 	$4,258.69	 	$51,104.29
	 	 	 	 	8TH AMENDMENT	 	3318 WINCHESTER ROAD (UNIMPROVED GROUND)	 	 	 	8/1/2017
(12)	 	164,498	 	$0.2077	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$0.2077	 	$2,847.19	 	$34,166.23	 	$0.2077	 	$2,847.19	 	$34,166.23
	 32
	 	 	 	9TH AMENDMENT	 	2860 SOUTHWIDE DR (UNIMPROVED GROUND) GSE Storage	 	 	 	09/01/2018
(14)	 	72,172	 	$0.2077	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$0.2077	 	$1,249.18	 	$14,990.12
	 33
	 	 	 	10TH AMENDMENT	 	GOLDEN TRIANGLE RAMP AREA	 	 	 	5/1/2018	 	698,965	 	$0.2077	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$0.2077	 	$12,097.92	 	$145,175.03
	 34
	 	 	 	11TH AMENDMENT	 	MSCAA DEMO HANGARS/OFFICE BLDGS	 	 	 	1/1/2019
(15)	 	-81,186	 	$1.4650	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-$9,911.46  	 	-$118,937.49  
	 	 	 	 	 	 	MSCAA DEMO HANGAR PROPERTY	 	 	 	1/1/2019
(15)	 	-79,186	 	$0.9030	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-$5,958.75  	 	-$71,504.96  
	 35
	 	 	 	12TH AMENDMENT	 	GLYCOL TANK STORAGE AREA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Totals	 	$781,847.02	 	$9,382,164.23	 	 	 	$822,174.25	 	$9,866,090.99	 	Totals	 	$868,231.45	 	$10,418,777.34	 	Totals	 	$865,708.34	 	$10,388,500.04

 Note 1: 
  

	(a)	 Hangar 26 has been removed from Parcel 2 and, effective July 1, 2009, rent for Parcel 2 has been reduced by
$1,322.50 per month, $15,870.00 per year. 



	(b)	 As of December 14, 2010, the date of Tenant’s beneficial occupancy of the Replacement Hangar, as
defined in the Third Amendment to the Composite Lease Agreement, the annual rent will be reduced by $44,246.00 ($3,687.17 monthly). The rent rate for the 35,000 square foot Replacement Hangar will be $0.1906.  



	(c)	 As of December 14, 2010, the date of Tenant’s benefical occupancy of renovated Hangars 24, 25 and 27,
the combined annual rent for these Hangars will be reduced by $23,458.05 (30% of $78,193.49). 


  

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


  

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


  

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



 

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



 

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


  

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


  

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


  

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



 

	Note 10:	 Rate agreed upon by the parties and as defined in the 6th Amendment to the Composite Lease



  

	Note 11:	 Parcel 29 adds the lot used for Cold Chain Storage Parking effective April 1, 2015 and should be added.



  

	Note 12:	 Parcel 30 adds the office building and warehouse at 3505 Tchulahoma Road effective April 1, 2017. Rent will
begin to accrue on the earlier of the Parcel 30 Substantial Completion Date or April 1, 2018. 


  

	Note 13:	 Parcel 31 adds the maintenance facility at 3318 Winchester Road effective September 1, 2017. Rent will
begin to accrue on the earlier of the Parcel 31 Substantial Completion Date or September 1, 2018. 


  

	Note 14:	 Parcel 32 adds GSE equipment and storage location at 2860 Southwide Dr. near the parcels 31 & 32. Rent
commencing sooner of date of beneficial occupancy or Feburary 1, 2018. 


  

	Note 15:	 Parcel 34—(Parcels ORIGINALLY included in Parcel 17): Annual credit due to demolition of (Hangar 6 13,328
sf Hangar 7 16,000 sf, Admin Bldg 50,077 sf and Boiler room 1,781sf at old may 1995 rate of $1.1.465) and Hangar 6 & & property at 79,186 sq f at old may 1995 ratre $0.903) 



 

													
	 RATE & RATE ESCALATION
	  	 	7/1/2008	 	  	 	7/1/2013	 	  	 	7/1/2018	 
	 IMPROVED GROUND
	  	 	N/A	 	  	$	0.2597	 	  	$	0.2600	 
	 UNIMPROVED GROUND
	  	 	N/A	 	  	$	0.2077	 	  	$	0.2100	 


	








 



 
 EXHIBIT B – LISTING OF BUILDINGS 







 



 







 EXHIBIT “C” 

Memorandum of Agreement between FAA, Tennessee Historical Commission, MSCAA and Federal Express effective September 24, 2018 

MEMORANDUM OF AGREEMENT 

AMONG FEDERAL AVIATION ADMINISTRATION, TENNESSEE 

HISTORICAL COMMISSION, MEMPHIS-SHELBY COUNTY AIRPORT 

AUTHORITY, AND FEDERAL EXPRESS 

REGARDING THE FEDERAL EXPRESS TRANSFORMATION PROJECT AT 

MEMPHIS INTERNATIONAL AIRPORT 
 WHEREAS,
the Federal Aviation Administration (FAA) has determined that the demolition of 24 outdated structures constitutes a federal undertaking because of the change to the Airport Layout Plan (ALP); and 

WHEREAS, Federal Express (FedEx) proposes to deconstruct or demolish 24 outdated structures that are located in the middle of its 880-acre Hub at Memphis International Airport (MEM) in order to construct several new facilities. 
 WHEREAS, the
Federal Aviation Administration (FAA) has determined that the demolition of these structures constitutes a federal undertaking under Section 106 of the National Historic Preservation Act because of the change to the Airport Layout Plan (ALP)
that will be necessitated by the proposed development; and 
 WHEREAS, FAA has defined the undertaking’s Area of Potential Effects as the
project site, as described in the Attached Historic and Architectural Assessment and Section 4(f) Evaluation; and 
 WHEREAS, FAA has determined
that the undertaking will have an adverse effect on the Administration Building (2861), Hangar 6 (2879), Hangar 7 (2837), and Boiler Room (2838) (collectively, the “Hangar Complex”), which are eligible for listing in the National Register
of Historic Places, and has consulted with the Tennessee Historic Preservation Officer (SHPO) pursuant to 36 CFR Part 800, the regulations implementing Section 106 of the National Historic Preservation Act (16 U.S.C. § 470f); and 

WHEREAS, the Memphis-Shelby County Airport Authority (Authority), the operator of the airport and the applicant for the approval of the project, has
participated in the consultation process, has specific responsibilities to carry out the terms of this Memorandum of Agreement (Memorandum) regarding the effects of the undertaking on historic properties and FAA has invited them to sign this
Memorandum as an invited signatory; and 
 WHEREAS, FedEx, the lessee of the airport property where the demolition of the buildings will take place,
has specific responsibilities to make sure that the demolition and documentation of the historic properties are carried out in accordance with this Memorandum, and FAA has invited them to sign this Memorandum as an invited signatory. 

  
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 WHEREAS, the Shelby County Historian, Memphis Area Association of Governments, Association for the
Preservation of Tennessee Antiquities, Memphis and Shelby County Division of Planning and Development, Center for Southern Folklore, Shelby County Historical Commission, West Tennessee Historical Society, Memphis Heritage, Inc., and Memphis
Landmarks Commission have been invited to consult; and no parties wished to become a consulting party; and 
 WHEREAS, in accordance with 36 CFR
§ 800.6(a)(l), FAA has notified the Advisory Council on Historic Preservation (ACHP) of its adverse effect determination with specified documentation, and the ACHP has chosen not to participate in the consultation; and 

NOW THEREFORE, The FAA, the Tennessee Historical Commission (Commission), Fed-Ex, and the Authority agree that
the undertaking will be implemented in accordance with the following stipulations in order to take into account the potential effect of the undertaking on historic properties, and that these measures shall constitute full, complete, and adequate
mitigation measures under the National Historic Preservation Act and the implementing regulations of the Advisory Council on Historic Preservation (Advisory Council). 

STIPULATIONS 
 The FAA, through
coordination with the Authority, Fed-Ex, and the Commission, will ensure that the following measures are carried out: 

STIPULATION I. PROFESSIONAL QUALIFICATIONS 
 All historic
preservation work carried out pursuant to this Memorandum will be performed by or under the direct supervision of a person or persons meeting at a minimum the Secretary of the Interior’s Professional Qualification Standards (48 FR 44738-9). The FAA will consult with the SHPO to determine and ensure that the preservation professionals responsible for carrying out the historic and archaeological documentation covered by this Memorandum meet the
Secretary of Interior’s Standards and the professional requirements set forth in the Tennessee SHPO Standards and Guidelines for Archaeological Resource Management Studies (Revised 2008). 

STIPULATION II. DOCUMENTATION 
 During the Historic and
Architectural Assessment and Section 4(f) Evaluation, four sites including the Administration Building (2861), Hangar 6 (2879), Hangar 7 (2837), and Boiler Room (2838), within the Area of Potential Effects were identified as eligible for the
National Register of Historic Places. FAA and the Authority have determined that it is not possible to complete the project without impacting these sites. 

1. FedEx shall mitigate the adverse effects to the potentially eligible structures caused by their demolition through the completion of
documentation that meets Historic American Buildings Survey (HABS) Level II documentation standards 

  
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for the eligible structures as requested by the Commission. Utilization of HABS standards is understood to meet the Secretary of the Interior’s Standards for Historical Documentation as they
apply to architectural, engineering, and landscape documentation. 
 2. FedEx will provide documentation to the Commission meeting HABS Level
II documentation standards. This documentation will include a digital copy of the relevant drawings and photographs. Drawings will include floor plans for the four structures included in the Hanger Complex. 

It is understood that peeling of the structures within the Hanger Complex is not necessary and that the structures will be documented in their
current state of use. The above mentioned documentation will be provided to the Commission by October 12, 2018. HABS documentation will be reviewed and approved by the Commission prior to demolition. No demolition activities will occur prior to
the Commission providing written approval. 
 3. FedEx, with the assistance of the Authority, will develop and provide an architectural
history and context report (AHC) for the airport. The AHC will be submitted separately from the HABS documentation and will provide a succinct and holistic history of the airport to provide context for the Hanger Complex’s historic
significance. The AHC will address the history of the airport from its inception to the present with an emphasis on how and why the Hangar Complex was developed and incorporated into the war effort as well as how it has affected the transformation
of the Memphis International Airport. The AHC will address growth and development patterns, which may be presented in mapped format with contextual explanations. The AHC will include current floorplan drawings of the Hanger Complex structures and
may include original drawings if readily available. The AHC will utilize primary sources when available, but may rely on secondary sources as necessary. 

The AHC will be approximately 20-30 pages in length, including figures and maps. It is understood that
the AHC is not a survey of the airport and will not include survey information or details for individual buildings outside of the Hanger Complex. This documentation will be provided to the Commission after demolition activities. The information will
also be made available to the public through its incorporation in the history section of the Authority’s website. 
 STIPULATION III. POST-REVIEW
DISCOVERIES 
 If, during the implementation of the project, a previously unidentified property is discovered or a previously identified historic
property is affected in an unanticipated manner, all work within a minimum of 50 feet around the area of the discovery shall cease until a treatment plan can be developed and implemented. The SHPO and FAA shall be notified at the earliest
opportunity and the Authority shall require its contractor to take all reasonable measures to avoid harm to the property until FAA concludes consultation with the SHPO and, to the extent appropriate, other consulting parties. 

  
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 No human remains, associated or unassociated funerary objects, sacred objects, or objects of cultural patrimony
are expected to be encountered in the archaeological investigations. However, should human remains be encountered during the survey, all ground disturbing activities in the vicinity of the human remains will be ceased immediately. The treatment of
any human remains and associated funerary objects inadvertently discovered within the project area will comply with all applicable Tennessee State laws concerning archaeological sites and treatment of human remains. 

STIPULATION IV: DISPUTE RESOLUTION 
 Should any party to
this Memorandum object in writing within 30 days to any action taken pursuant hereto, the FAA shall consult with the party to resolve the concerns. If the FAA determines that the objection cannot be resolved, the FAA shall request further comments
or recommendations of the ACHP concerning the dispute pursuant to 36 C.F.R. Part 800. Any comments on the subject of the dispute provided by the ACHP in response to such a request will be considered by the FAA in accordance with 36 C.F.R. Part 800.
The FAA’s right and responsibility to carry out all actions under this Memorandum that are not the subject of the dispute will remain unchanged. 

STIPULATION V: DURATION 
 If the terms of this Memorandum
are not implemented within two years of ratification, the FAA shall provide the ACHP with the opportunity to comment on the effects and propose mitigation alternatives. 

STIPULATION VI: TERMINATION 
 This Memorandum may be
terminated by any party upon 30 days written notice to the other parties sent by certified mail, postage prepaid or by facsimile transmission and addressed to the respective parties. 

If one party should provide such written notice of termination, all parties will consult during the 30 days prior to termination in order to attempt to reach
agreement on amendments or other actions which would avoid termination. In the event of termination, the FAA agrees to comply with the 36 CFR 800.4 through 800.6 with regard to the matters covered by this Memorandum. 

This agreement shall be null and void if its terms are not carried out within 2 years from the date of execution, unless the parties agree in writing to an
extension for carrying out its terms. 

  
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 Execution of this Memorandum and implementation of its terms is evidence, and shall be considered as such, that
FAA has afforded the ACHP and the Tennessee SHPO the opportunity to comment on the proposed project and that the FAA has taken into account the effects of said construction on historic properties. 

 

									
	SIGNATORIES:	 		 	
			
	FEDERAL AVIATION ADMINISTRATION	 		 	
				
	By:	 	/s/ Phillip J. Braden	 		 	Date: August 27, 2018
	Phillip J. Braden, Manager	 		 		 	
	Memphis Airports District Office	 		 		 	
			
	 TENNESSEE HISTORICAL COMMISSION
	 		 	
				
	By:	 	/s/ E. Patrick McIntyre, Jr.	 		 	Date: September 10, 2018
	E. Patrick McIntyre, Jr.	 		 		 	
	Executive Director and	 		 		 	
	State Historic Preservation Officer	 		 		 	
			
	 INVITED SIGNATORIES:
	 		 	
			
	 MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY
	 		 	
				
	By:	 	/s/ Scott Brockman	 		 	Date: September 24, 2018
	Scott Brockman	 		 		 	
	President/CEO	 		 		 	
	Memphis-Shelby County Airport Authority	 		 		 	
			
	FEDERAL EXPRESS	 		 	
				
	By:	 	/s/ Karen Blanks Ellis	 		 	Date: September 24, 2018
	Karen Blanks Ellis	 		 		 	
	Managing Director	 		 		 	
	Federal Express	 		 		 	


  
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 EXHIBIT “D” 

Tennessee Historical Commission—Letter of Demolition Approval dated 

October 16, 2018 
  





 
 TENNESSEE HISTORICAL COMMISSION 

STATE HISTORIC PRESERVATION OFFICE 

2941 LEBANON PIKE 

NASHVILLE, TENNESSEE 37243-0442 

OFFICE: (615) 532-1550 

www.tnhistoricalcommission.org 

October 16, 2018 
 Ms. Kristi Ashley 

Memphis Airports District Office 
 Memphis Airports District
Office 
 2862 Business Park Drive, Building G 
 Memphis, TN
38118-1555 
 RE: FAA I Federal Aviation Administration, FedEx Transformation Project at Memphis International Airport, Memphis, Shelby County, TN

 Dear Ms. Ashley: 
 We have reviewed the documents you
submitted regarding your proposed undertaking . The HABS Level II documentation you submitted fulfills Stipulation II of the Memorandum of Agreement between our office, the Federal Aviation Administration, the Memphis-Shelby County Airport
Authority, and Federal Express regarding the Federal Express Transformation Project at Memphis International Airport, ratified on September 24,2018. Demolition can proceed on these buildings. Questions and comments may be directed to Casey Lee
(615 253-3163). We appreciate your cooperation. 
  

	
	Sincerely,
	
	/s/ E. Patrick McIntyre, Jr.
	
	E. Patrick McIntyre, Jr.
	Executive Director and
	State Historic Preservation Officer
	
	EPM/cjI