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Exhibit 10.22
EXECUTION COPY
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TWENTY-FIRST SUPPLEMENTAL LEASE AGREEMENT
BY AND BETWEEN
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY
AND
FEDERAL EXPRESS CORPORATION
DATED AS OF MAY 15, 2000
AMENDING THE CONSOLIDATED AND RESTATED LEASE AGREEMENT DATED AS OF AUGUST
1, 1979 BETWEEN THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AND FEDERAL
EXPRESS CORPORATION.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
------- ----
<S> <C>
1 Definitions............................................ 3
2 Granting Leasehold..................................... 3
3 Term; Delivery and Acceptance of Possession............ 4
4 Rental................................................. 4
5 Hazardous Substances/Waste............................. 4
6 Lease Agreement Still in Effect; Provisions Thereof
Applicable to this Supplemental Lease Agreement........ 5
7 Descriptive Headings................................... 6
8 Effectiveness of this Twenty-First Supplemental
Lease Agreement........................................ 6
9 Execution of Counterparts.............................. 6
10 Summaries ............................................. 6
Signatures............................................. 7
Lease Parcel Summary................................... 9
Rental Summary......................................... 11
</TABLE>
<PAGE>
TWENTY-FIRST SUPPLEMENTAL LEASE AGREEMENT
THIS TWENTY-FIRST SUPPLEMENTAL LEASE AGREEMENT, made and entered into as of
the 15th of May 2000, by and between MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY
(herein sometimes referred to as "Authority"), a public and governmental body
politic and corporate of the State of Tennessee, and FEDERAL EXPRESS
CORPORATION (herein sometimes referred to as "Tenant"), a corporation duly
organized and existing under the laws of the State of Delaware and qualified
to do business in the State of Tennessee.
WITNESSETH:
WHEREAS, Authority and Tenant on October 3, 1979 entered into a
Consolidated and Restated Lease Agreement dated as of August 1, 1979; and
WHEREAS, Authority and Tenant, between April 1, 1981 and March 31,
2000, have entered into Twenty Supplemental Lease Agreements amending the
1979 Consolidated and Restated Lease Agreement; and
WHEREAS, the said Consolidated and Restated Lease Agreement dated as
of August 1, 1979, together with the First through the Twentieth Supplemental
Lease Agreements is herein referred to as the "Lease Agreement"; and
WHEREAS, Authority and Tenant have agreed to further supplement the
Lease Agreement so as to lease to Tenant certain additional land under this
Twenty-First Supplemental Lease Agreement.
NOW THEREFORE, for and in consideration of the mutual promises,
covenants and agreements hereinafter contained to be kept and performed by
the parties hereto and upon the provisions and conditions hereinafter set
forth, Authority and Tenant do hereby covenant and agree, and each for itself
does hereby covenant and agree, as follows:
SECTION 1. DEFINITIONS. Except as otherwise provided herein, and
unless the context shall clearly require otherwise, all words and terms used
in this Twenty-First Supplemental Lease Agreement which are defined in the
Lease Agreement, shall, for all purposes of this Twenty-First Supplemental
Lease Agreement, have the respective meanings given to them in the Lease
Agreement.
SECTION 2. GRANTING OF LEASEHOLD. In addition to the lease and
demise to Tenant of the land in the Lease Agreement, the Authority hereby
leases and demises to Tenant, and Tenant
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hereby takes and hires from Authority, subject to the provisions and
conditions set forth in the Lease Agreement and this Twenty-First
Supplemental Lease Agreement, the additional land containing approximately
4.706 acres located approximately 650 feet east and 404.5 feet south of the
intersection of the physical centerline of Taxiway November and the physical
centerline of Taxilane 800 which is located on Memphis-Shelby County Airport
Authority property situated in Memphis, Shelby County, Tennessee and being
more particularly described in Exhibit A:
SECTION 3. TERM; DELIVERY AND ACCEPTANCE OF POSSESSION. The term of
this Twenty-First Supplemental Lease Agreement shall commence at 12:01 A.M.
on the earlier to occur of April 1, 2001, or the date of beneficial occupancy
for the land described in Exhibit "A" and shall expire at such time as the
Lease Agreement shall expire, to-wit: August 31, 2012 or upon such earlier
termination, extension or otherwise as provided therein. Authority shall,
however, deliver to Tenant sole and exclusive possession of the land leased
hereby as of the effective date of this Twenty-First Supplemental Lease
Agreement for the purpose of constructing improvements required for Tenant's
intended use of the land leased hereby, subject however, to Authority's
right-of-entry set forth in Section 21 of the Lease Agreement.
SECTION 4. RENTAL. In addition and supplemental to the rentals
required to be paid to the Authority pursuant to Section 5 of the Lease
Agreement (including all prior supplemental lease agreements), during the
term of this Twenty-First Supplemental Lease Agreement, Tenant shall pay the
Authority in advance on the first business day of each month $2,083.91 in
equal installments beginning April 1, 2001 or date of beneficial occupancy
whichever occurs first, a total rental payment of $25,066.95 per year, which
the parties hereto agree is based upon an aggregate of 204,975 square feet of
area at an annual rental rate of ($0.1220) per square foot.
SECTION 5. HAZARDOUS SUBSTANCES/WASTE. Tenant, at its own expense,
may arrange for a Phase 1 Environmental Survey on the land described herein
by a reputable environmental consultant to determine the existence of
"Hazardous Substances", as such term is defined in this Agreement. In the
event that "Hazardous Substances" are discovered during excavation for
construction on the property described in Exhibit "A", and such "Hazardous
Substances" require special handling, removal or disposal ("Remediation"),
then Tenant shall immediately notify Authority. The Tenant and Authority will
confer and jointly determine the method for handling, removing or disposing
of the "Hazardous Substances" within 14 days after Tenant provides the
Authority, in writing, its plan for Remediation. The form of Remediation
agreed to by the parties
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must comply with "Environmental Laws", as such term is defined below. In the
event that Tenant and Authority are unable to agree on a method for handling,
removing or disposing of the "Hazardous Substances" due to differing
interpretations of the requirements of Remediation as set forth in the
applicable "Environmental Laws", then the form of Remediation will be
determined by the appropriate federal, state or local agency with relevant
regulatory and enforcement jurisdiction over the subject site. Authority will
grant to Tenant a rent credit equal to the reasonable documented costs paid
by Tenant for the Remediation of such "Hazardous Substances" associated with
the property described in Exhibit "A".
The term "HAZARDOUS SUBSTANCES", as used in this Twenty-First
Supplemental Lease Agreement, shall mean any hazardous or toxic substances,
materials or wastes, including but not limited to, those substances,
materials, and wastes (i) listed in the United States Department of
Transportation Hazardous Materials Table (49 CFR Section 172.101) or by the
Environmental Protection Agency as hazardous substances (40 CFR Part 302) and
amendments thereto, (ii) designated as a "Hazardous Substance" pursuant to
Section 311 of the clean Water Act, 33 U.S.C. Section 1251 est seq. (33
U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act
(33 U.S.C. Section 1317, (iii) defined as a "Hazardous Waste" pursuant to
Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section
6901, et seq. (42 U.S.C Section . 6903), or (iv) defined as "Hazardous
Substances" pursuant to section 101 of the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq. 42
U.S.C. Section 9601) or any other substances, (including, without limitation,
asbestos and raw materials which include hazardous constituents), the
general, discharge or removal of which or the use of which is restricted,
prohibited or penalized by any "Environmental Law", which term shall mean any
Federal, State or local law, regulation, or ordinance relating to pollution
or protection of the environment.
SECTION 6. LEASE AGREEMENT STILL IN EFFECT; PROVISIONS THEREFORE
APPLICABLE TO THIS SUPPLEMENTAL LEASE AGREEMENT. All of the terms,
provisions, conditions, covenants and agreements of the Lease Agreement, as
supplemented, shall continue in full force and effect as supplemental hereby,
and shall be applicable to each of the provisions of this Twenty-First
Supplemental Lease Agreement during the term hereof with the same force and
effect as though the provisions hereof were set forth in the Lease Agreement.
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SECTION 7. DESCRIPTIVE HEADINGS. The descriptive headings of the
sections of this Twenty-First Supplemental Lease Agreement are inserted for
convenience of reference only and do not constitute a part of this
Twenty-First Supplemental Lease Agreement and shall not effect the meaning,
construction, interpretation or effect of this Twenty-First Supplemental
Lease Agreement.
SECTION 8. EFFECTIVENESS OF THIS SUPPLEMENTAL LEASE AGREEMENT.
This Twenty-First Supplemental Lease Agreement shall become effective at
12:01 a.m. on May 15, 2000.
SECTION 9. EXECUTION OF COUNTERPARTS. This Twenty-First Supplemental
Lease Agreement may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the
same instrument.
SECTION 10. SUMMARIES. For the convenience of both parties a
Leased Parcel Summary and a Rental Summary are attached to this leased
Agreement.
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IN WITNESS WHEREOF, THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AND
FEDERAL EXPRESS CORPORATION have caused this Twenty-First Supplemental Lease
Agreement to be duly executed in their respective behalfs, as of the day and
year first above written.
WITNESS: MEMPHIS-SHELBY COUNTY
AIRPORT AUTHORITY
/s/ RICHARD V. WHITE BY: /s/ LARRY D. COX
------------------------- -----------------------
TITLE: TITLE: PRESIDENT
------------------- -----------------------
Approved as to Form and Legality:
/s/ R. GRATTAN BROWN, JR.
------------------------------
R. Grattan Brown, Jr., Attorney for Authority
WITNESS: FEDERAL EXPRESS CORPORATION
A Delaware Corporation
/s/ BONNIE L. BARLOW BY: /s/ WILEY JOHNSON, JR.
----------------------------- -------------------------
Managing Director,
Real Estate and
TITLE: Project Coordinator TITLE: Airport Development
--------------------- -------------------------
/s/ MM /s/RJG /s/TD
Approved
Legal Department
/s/ PLM 6/13/00
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(STATE OF TENNESSEE)
(COUNTY OF SHELBY)
On this 12th day of June, 2000, before me appeared Larry D. Cox to
me personally known, who, being by me duly sworn (or affirmed), did say that
he is the President of the Memphis-Shelby County Airport Authority, the
within named Lessor, and that he as such President, being authorized so to
do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the Authority by himself as such President.
MY COMMISSION EXPIRES
JAN. 20, 2004 /s/ PAT STANFILL
--------------------- -----------------
Notary Public
(seal)
(STATE OF TENNESSEE)
(COUNTY OF SHELBY)
On this 13th day of June, 2000, before me appeared Wiley Johnson,
Jr. to me personally known, who, being by me duly sworn (or affirmed), did
say that he is a Managing Director Real Estate And Airport Development of
Federal Express Corporation, the within named Lessee, and that he as such
Director, being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the Authority by
himself as such Director.
MY COMMISSION EXPIRES
8-13-2003 /s/ GLORIA E. OWENS
------------------------ -----------------------
Notary Public
(seal)
8
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FEDERAL EXPRESS LEASED PARCELS SUMMARY
<TABLE>
<CAPTION>
PARCEL EFFECTIVE
LEASE ACRES SQUARE FEET AGREEMENT DATE
-------- ----- ----------- --------- ---------
<S> <C> <C> <C> <C>
BASE-LEASE
----------
Revised 9 128.469 Consolidated & 08/01/79
Restated
10 1.612 70,200 Consolidated & 08/01/79
Restated
11 1.044 45,359 Consolidated & 08/01/79
Restated
PREVIOUS SUPPLEMENTS
--------------------
12 2.707 117,915 First 04/01/81
Supplemental
13 6.860 298,830 Second 01/01/82
Supplemental
14 14.586 635,377 Fourth 07/01/83
Supplemental
15 12.689 552,723 Fourth 07/01/83
Supplemental
Rev 16 18.281 (19.685) 796,312 Fifth 02/01/84
Supplemental
Rev 17 119.616 (124.992) 5,210,477 Sixth 04/01/84
Supplemental
18 2.717 118,353 Sixth 04/01/84
Supplemental
19 41.606 1,812,352 Seventh 06/01/84
Supplemental
25 0.435 18,933 Eighth 07/01/88
Supplemental
20 11.275 491,127 Ninth 06/01/89
Supplemental
27 11.192 487,512 Tenth 10/01/91
Supplemental
27 A(West) 4.058 176,777 Eleventh 07/01/94
Supplemental
27 B(West) 5.706 248,533 Eleventh 07/01/94
Supplemental
Southwest
Ramp 2.350 102,366 Eleventh 07/01/94
Supplemental
</TABLE>
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<TABLE>
<CAPTION>
PARCEL EFFECTIVE
LEASE ACRES SQUARE FEET AGREEMENT DATE
-------- ----- ----------- --------- ---------
<S> <C> <C> <C> <C>
32 (removed) 22.972 1,000,681 Twelfth 07/01/93
Supplemental
33 8.998 391,942 Thirteenth 06/01/95
Supplemental
36 3.050 132,837 Thirteenth 06/01/95
Supplemental
Hangar 8 (removed) 36,946,33 Thirteenth 06/01/95
Supplemental
34 9.951 433,461 Fourteenth 01/01/96
Supplemental
21 19.134 833,476 Fifteenth 01/01/97
Supplemental
22A (North) 3.214 140,000 Sixteenth 04/01/97
Supplemental
37 2.692 117,283 Seventeenth 05/01/97
Supplemental
38 2.523 109,921 Eighteenth 07/01/97
Supplemental
39 8.366 364,430 Eighteenth 07/01/97
Supplemental
West Ramp 19.917 867,583 Nineteenth 09/01/98
Expansion Supplemental
Centerline 13.206 575,253.36 Twentieth 12/01/00
November Supplemental
THIS SUPPLEMENT
TAXILANE 700 4.706 204,975 TWENTY-FIRST 05/15/00
SUPPLEMENTAL
OPTIONS
22B (South) 3.310 144,200 Option, Expires 5/31/04
29 3.85 167,706 Option, Expires 9/30/2001
ASSIGNMENTS
23 5.923 258,008 Graber Assignment,
Expires 12/31/2000
Invoice FEC
Final Increase 1/l/96
24 9.964 434,030 Southwide Assignment
Expires 5/14/2013
Invoice FEC
Next Increase 5/15/03
26 9.532 415,213 BICO Assignment,
Expires 7/31/2021
Invoice FEC
Next Increase 8/01/2011
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
28 10.68 465,221 Equitable Life Assignment
Expires 5/14/2013
Invoice FEC
Next Increase 5/15/03
</TABLE>
RENTAL - FEDERAL EXPRESS
Effective April 1, 2001
<TABLE>
<CAPTION>
Annual
Category Number of Rental Rate
of Space Square Feet Per Sq. Ft. Annual Rental
-------- ----------- ----------- -------------
<S> <C> <C> <C>
Bldg. T-376 1,240 1.5258 $1,891.99
Unimproved Ground 7,691,736.36 0.1220 938,391.34
Improved Apron 2,395,802 0.1525 365,359.80
Hangar Property 72,092.67 1.1291 81,399.83
Hangar Office 28,000 1.8311 51,270.80
International Park 9,694,700 0.2138 2,072,726.80
Former IRS Facility 2,255,137.24 ------ 1,200,000.00
------------ 4.97 ------------
22,138,704.27 $4,711,040.56
</TABLE>
BREAKDOWN OF SPACE
<TABLE>
<CAPTION>
Sq. Ft. Sq. Ft.
------- -------
<S> <C> <C> <C>
Bldg. T-376 Parcel 4 1,240
----------- -----
1,240
Unimproved Ground Parcel 1 130,900
----------------- Parcel 2 50,000
Parcel 3 192,400
Parcel 4 32,540
Parcel 6 89,700
Parcel 9 1,167,337
Parcel 19 1,812,362
Parcel 20 491,127
Parcel 27A 176,777
Parcel 27B 248,533
Southwest Ramp 102,366
Parcel 33 391,942
Parcel 36 132,837
Parcel 34 433,461
Parcel 37 117,283
Parcel 38 109,921
Parcel 39 364,430
West Ramp Expansion 867,588
Centerline November 575,253.36
Taxilane 700 204,975
----------
7,691,732.36
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Improved Apron Parcel 1 850,250
-------------- Parcel 2 226,900
Parcel 7 577,540
Parcel 9 253,600
Parcel 27 487,512
-------
2,395,802.00
13
Sq. Ft. Sq. Ft.
------- -------
Hangar Property Parcel 1 44,336
--------------- Parcel 2 27,756.67
---------
72,092.67
Hangar Office Parcel 1 22,400
------------- Parcel 2 5,600
-----
28,000.00
International Park Parcel 5 24,000
------------------ Parcel 8 247,254
Parcel 9 1,586,172
Parcel 10 70,200
Parcel 11 45,359
Parcel 12 117,915
Parcel 13 298,830
Parcel 14 556,334
Parcel 15 552,723
Parcel 16 796,312
Parcel 17 4,288,839
Parcel 18 118,353
Parcel 25 18,9338
Parcel 21 833,476
Parcel 22A 140,000
----------
9,694,700.00
Former IRS Facility 2,255,137.24 2,255,137.24
------------------- ------------
TOTAL: 22,138,704.27
</TABLE>
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[ Survey of leased premises ]
EXHIBIT "A"
1 of 2
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[ letterhead ]
MARCH 31, 2000
LEGAL DESCRIPTION - PROPOSED FEDEX LEASE AREA
BEING A LEGAL DESCRIPTION OF A PROPOSED FEDES CORPORATION LEASE AREA, BEING A
PARCEL OF LAND CONTAINED ENTIRELY WITHIN THE LIMITS OF THE MEMPHIS AND SHELBY
COUNTY AIRPORT AUTHORITY PROPERTY, ALL SITUATED IN MEMPHIS, SHELBY COUNTY,
TENNESSEE AND SAID PROPOSED LEASE AREA BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE PHYSICAL CENTERLINE OF TAXIWAY NOVEMBER
AND THE PHYSICAL CENTERLINE OF TAXILANE 800; THENCE SOUTH 85 DEGREES 42
MINUTES 38 SECONDS EAST ALONG THE SAID CENTERLINE OF TAXILANE 800 A DISTANCE
OF 650.00 FEET; THENCE SOUTH 04 DEGREES 17 MINUTES 22 SECONDS WEST (LEAVING
AND PERPENDICULAR TO SAID CENTERLINE) - 404.50 FEET TO THE POINT OF BEGINNING
OF SAID PROPOSED LEASE AREA; THENCE SOUTH 85 DEGREES 42 MINUTES 38 SECONDS
EAST (PARALLEL TO SAID CENTERLINE) - 275.00 FEET; THENCE SOUTH 04 DEGREES 17
MINUTES 22 SECONDS WEST (PERPENDICULAR TO SAID CENTERLINE) - 125.49 FEET;
THENCE SOUTH 85 DEGREES 42 MINUTES 38 SECONDS EAST (PARALLEL TO SAID
CENTERLINE) - 50.00 FEET; THENCE SOUTH 04 DEGREES 17 MINUTES 22 SECONDS WEST
(PERPENDICULAR TO SAID CENTERLINE) - 524.51 FEET; THENCE NORTH 85 DEGREES 42
MINUTES 38 SECONDS WEST (PARALLEL TO SAID CENTERLINE) - 325 FEET; THENCE
NORTH 04 DEGREES 17 MINUTES 22 SECONDS EAST (PERPENDICULAR TO SAID
CENTERLINE) TO THE POINT OF BEGINNING.
CONTAINING 204.975 SQUAE FEET, OR 4.706 ACRES MORE OR LESS.
BEARINGS ARE RELATIVE TO THE MEMPHIS AND SHELBY COUNTY AIRPORT AUTHORITY GRID
SYSTEM.
/s/ WILLIAM H. WOODS
:\17165\65LEGAL_1
jra
EXHIBIT "A"
2 of 2
