Exhibit 10.21
EXECUTION COPY
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ELEVENTH SUPPLEMENTAL LEASE AGREEMENT
by and between
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY
and
FEDERAL EXPRESS CORPORATION
Dated as of July 1, 1994
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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TABLE OF CONTENTS
SECTION PAGE
- ------- ----
1 Definitions...................................... 6
2 Granting Leasehold............................... 6
3 Term; Delivery and Acceptance of
Possession...................................... 10
4 Rental........................................... 10
5 Lease Agreement Still in Effect;
Provisions Thereof Applicable
to this Eleventh Supplemental
Lease Agreement................................. 11
6 Descriptive Headings............................. 11
7 Effectiveness of this Eleventh Supple-
mental Lease Agreement.......................... 11
8 Execution of Counterparts........................ 11
Notary........................................... 13
Leased Parcel Summary............................ 14
Rental Summary................................... 16
2
ELEVENTH SUPPLEMENTAL LEASE AGREEMENT
-------------------------------------
THIS ELEVENTH SUPPLEMENTAL LEASE AGREEMENT, made and entered into as of the
first day of July 1, 1994, by and between MEMPHIS-SHELBY COUNTY AIRPORT
AUTHORITY (herein sometimes referred to as "Authority"), a public and
governmental body politic and corporate of the State of Tennessee, and FEDERAL
EXPRESS CORPORATION (herein sometimes referred to as "Tenant"), a corporation
duly organized and existing under the laws of the State of Delaware and
qualified to do business in the State of Tennessee,
W I T N E S S E T H:
WHEREAS, Authority and Tenant on October 3, 1979 entered into a Consolidated
and Restated Lease Agreement dated as of August 1, 1979;
WHEREAS, Authority and Tenant on April 7, 1981 entered into a First
Supplemental Lease Agreement dated as of April 1, 1981 (the "First Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land, buildings and equipment to be included in the Project as
defined in the Lease Agreement all as set forth therein (such additional land,
buildings and equipment being defined therein and hereinafter referred to as the
"1981 Federal Express Project"), all as set forth therein; and
3
WHEREAS, the Authority and Tenant on May 6, 1982 entered into a Second
Supplemental Lease Agreement dated as of January 1, 1982 (the "Second
Supplemental Lease Agreement") so as to provide for the lease by Tenant from
Authority of additional land to be included in the Project, all as set forth
therein; and
WHEREAS, Authority and Tenant on December 9, 1982, entered into a Third
Supplemental Lease Agreement dated as of November 1, 1982 (the "Third
Supplemental Lease Agreement") so as to release certain items consisting of
Buildings and Leased Equipment in the 1981 Federal Express Project; and
WHEREAS, Authority and Tenant on September 29, 1983 entered into a Fourth
Supplemental Lease Agreement dated as of July 1, 1983 (the "Fourth Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in the Project, all as set forth therein; and
WHEREAS, Authority and Tenant on April 23, 1984 entered into a Fifth
Supplemental Lease Agreement dated as of February 1, 1984 (the Fifth
Supplemental Lease Agreement") so as to provide for the lease by Tenant from
Authority of additional land to be included in this Project, all as set forth
therein; and
WHEREAS, Authority and Tenant on November 19, 1984 entered into a Sixth
Supplemental Lease Agreement dated as of April 1, 1984 (the "Sixth Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in this Project, all as set forth therein; and
4
WHEREAS, Authority and Tenant on November 19, 1984 entered into a Seventh
Supplemental Lease Agreement dated as of June 1, 1984 (the "Seventh Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in this Project, all as set forth therein; and
WHEREAS, Authority and Tenant on November 4, 1988, entered into a Eighth
Supplemental Lease Agreement dated as of July 1, 1988, (the "Eighth Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in this Project, all as set forth therein; and
WHEREAS, Authority and Tenant on July 12, 1989, entered into a Ninth
Supplemental Lease Agreement dated as of June 1, 1989, (the "Ninth Supplemental
Lease Agreement") so as to provide for the lease by Tenant from Authority of
additional land to be included in this Project, all as set forth therein; and
WHEREAS, Authority and Tenant on October 1, 1991, entered into a Tenth
Supplemental Lease Agreement dated as of October 1, 1991, (the "Tenth
Supplemental Lease Agreement") so as to provide for the lease by Tenant from
Authority of additional land to be included in this Project, all as set forth
therein; and
WHEREAS, the said Consolidated and Restated Lease Agreement dated as of
October 3, 1979, together with the First through the Tenth Supplemental Lease
Agreements is herein referred to as the "Lease Agreement" and
5
WHEREAS, Authority and Tenant have agreed to further supplement the Lease
Agreement so as to lease to Tenant certain additional land under this Eleventh
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
Eleventh Supplemental Lease Agreement which are defined in the Lease Agreement,
shall, for all purposes of this Eleventh Supplemental Lease Agreement, have the
respective meanings given to them in the Lease Agreement.
SECTION 2. GRANTING OF LEASEHOLD. In addition to the lease and demise to
Tenant of the Land in the Lease Agreement, the Authority hereby leases and
demises to Tenant, and Tenant hereby takes and hires from Authority, subject to
the provisions and conditions set forth in the Lease Agreement and this Eleventh
Supplemental Lease Agreement, the additional land designated as new Parcels 27
West A, 27 West B and Southwest Ramp which is located on the Memphis-Shelby
County Airport Authority property situated in Memphis, Shelby County, Tennessee,
and being more particularly described as follows:
6
DESCRIPTION OF PART OF THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY PROPERTY
IN MEMPHIS, TENNESSEE: (SOUTHWEST RAMP)
Beginning at a point being located north 55 degrees 28 minutes 13 seconds
west, 640.42 feet from airport control point #23, said point being 132 feet
east of new taxiway 'S' and 132 feet north of new taxiway 'V' as measured
at right angles thereto; thence north 13 degrees 58 minutes 49 seconds west
with a line that is 132 feet east of and parallel to the centerline of new
taxiway 'S' 122.39 feet to a point; thence north 01 degrees 56 minutes 55
seconds east with a line that is 132 feet east of and parallel to the
centerline of taxiway 'S', 196.87 feet to a point, said point being 132
feet north of old taxiway 'V' as measured at right angles thereto; thence
south 60 degrees 43 minutes 53 seconds east with a line that is 132 feet
north of and parallel to the old centerline of taxiway 'V', 612.85 feet to
a point of curve; thence southeastwardly on a curve to the left having a
radius of 580.50 feet, delta angle of 24 degrees 57 minutes 59 seconds,
chord distance of 250.95 feet, chord bearing of south 73 degrees 12 minutes
53 seconds east and with a line that is 132 feet north of and parallel to
the centerline of old taxiway 'V' a curve distance of 252.95 feet to a
point, said point being 132 feet north of new taxiway 'V' as measured at
right angles thereto; thence north 85 degrees 41 minutes 52 seconds west
with a line that is 132 feet north of and parallel to the centerline of new
taxiway 'V', 754.12 feet to the point of beginning and containing 2.350
acres of land.
7
DESCRIPTION
PARCEL 27 WEST-A
Being part of the west part of Parcel 27 of the Memphis-Shelby County
Airport (M.S.C.A.A.) property located south of the Tennessee Air National
Guard (T.A.N.G.) parcel, situated in Memphis, Shelby County, Tennessee, and
to be known for the purposes of this description as Parcel 27 West-A of
said M.S.C.A.A. property and more particularly described as follows:
Commencing at an iron pin in the west line of Tchulahoma Road (106 foot
R.O.W.) at the intersection of said west line with the eastwardly
projection of the centerline of Runway 27; thence run north 88 degrees
01'00" west along said projection and centerline 7393.18 feet to a point;
thence run north 01 degrees 59' 00" east and perpendicular to said
centerline 929.07 feet to a point 134.00 feet of the centerline of Runway
Sierra being the true point of beginning; thence north 00 degrees 18' 37"
west and parallel to the said centerline of Runway Sierra 1415.51 feet to a
point; thence south 87 degrees 55' 51" east a distance of 132.57 feet to a
point; thence south 00 degrees 17' 40" east a distance of 1257.40 feet to a
point; thence south 40 degrees 34' 21" west a distance of 201.84 feet to
the point of beginning containing 176,777 square feet or 4.058 acres more
or less.
8
DESCRIPTION
PARCEL 27 WEST-B
Being part of the west part of Parcel 27 of the Memphis-Shelby County
Airport Authority (M.S.C.A.A.) property located south of the Tennessee Air
National Guard (T.A.N.G.) Parcel, situated in Memphis, Shelby County,
Tennessee, and to be known for the purposes of this description as Parcel
27 West-B of said M.S.C.A.A. property and more particularly described as
follows:
Commencing at an iron pin in the west line of Tchulahoma Road (106 foot
R.O.W.) at the intersection of said west line with the eastwardly
projection of the centerline of Runway 27; thence run north 88 degrees
01'00" west along said projection and centerline 7388.77 feet to a point;
thence run north 01 degrees 59' 00" east and perpendicular to said
centerline 819.15 feet to the true point of beginning and lying on the
southward projection of the west line of Parcel 27 West-A of said
M.S.C.A.A. property; thence north 00 degrees 18' 37" west along said
southward projection 110.00 feet to the southwest corner of said Parcel 27
West-A; thence north 40 degrees 34' 21" east along the southerly line of
said parcel 201.84 feet to the southeast corner of said parcel; thence
north 00 degrees 17' 40" west along the east line of said parcel 1257.40
feet to the south line of the above said T.A.N.G. parcel; thence south 87
degrees 55' 51" east along said south line 151.90 feet to the northwest
corner of the east part of Parcel 27; thence south 00 degrees 23' 07" east
along the west line of said east part of Parcel 27 and along the west line
of said east part of Parcel 27 and along the west line of part 5-B Parcel 9
(M.S.C.A.A. Property) a distance of 1279.32 feet to a point; thence south
26 degrees 24' 30" west a distance of 339.19 feet; thence north 63 degrees
06' 03" west a distance of 150.00 feet to the point of beginning containing
248,533 square feet or 5.706 acres more or less.
9
SECTION 3. TERM; DELIVERY AND ACCEPTANCE OF POSSESSION. The terms of this
Eleventh Supplemental Lease Agreement shall commence on 12:01 A.M. on January 1,
1993, for the parcels described as 27 West A and 27 West B, it shall commence
for the parcel described as Southwest Ramp on December 1, 1993 and each of the
aforemention parcels 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 deliver to Tenant sole and
exclusive possession of that portion of the Land, leased hereby as of the date
commencement of the term hereof, 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 supplement lease agreements), during the term of this Eleventh
Supplemental Lease Agreement, Tenant shall pay to the Authority in advance on
the first business day of each month $4,291.77 in equal installments beginning
July 1, 1994, a total rental payment of $51,501.18 per year, which the parties
hereto agree is based upon an aggregate of 527,676 square feet of area at an
annual rental rate of ($0.0976) per square foot. Tenant also agrees to pay a
one-time rental fee of $68,093.48 which is rental payment for the time period
tenant used the 527,676 area before the July 1, 1994, starting date which is
more specifically described in Section 3.
10
SECTION 5. LEASE AGREEMENT STILL IN EFFECT; PROVISIONS THEREFORE
APPLICABLE TO THIS SUPPLEMENTAL LEASE AGREEMENT. All of the terms, provisions,
conditions, covenants and agreements of the Lease Agreement, as supplemented
shall continue in full force and effect as supplemented hereby, and shall be
applicable to each of the provisions of this Eleventh Supplemental Lease
Agreement during the term hereof with the same force and effect as though the
provisions hereof were set forth in the Lease Agreement.
SECTION 6. DESCRIPTIVE HEADINGS. The descriptive headings of the sections
of this Eleventh Supplemental Lease Agreement are inserted for convenience of
reference only and do not constitute a part of this Eleventh Supplemental Lease
Agreement and shall not affect the meaning, construction, interpretation or
effect of this Eleventh Supplemental Lease Agreement.
SECTION 7. EFFECTIVENESS OF THIS SUPPLEMENTAL LEASE AGREEMENT. This
Eleventh Supplemental Lease Agreement shall become effective at 12:01 a.m. on
July 1, 1994.
SECTION 8. EXECUTION OF COUNTERPARTS. This Eleventh 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 9. SUMMARIES. For the convenience of both parties a leased parcel
summary and a rental summary are attached to this lease agreement.
11
IN WITNESS WHEREOF, THE MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AND FEDERAL
EXPRESS CORPORATION have caused this Eleventh Supplemental Lease Agreement to be
duly executed in their respective behalfs, as of the day and date first above
written.
MEMPHIS-SHELBY COUNTY AIRPORT
AUTHORITY
/s/ J. MCMICHAEL
----------------------------
Executive Vice President
WITNESS:
/s/ RICK
- -----------------------
APPROVED AS TO FORM AND LEGALITY:
/s/ R. GRATTAN BROWN, JR
- --------------------------
Airport Authority Attorney
FEDERAL EXPRESS CORPORATION
By /s/ GILBERT MOOK
-------------------------
Title Vice President
----------------------
WITNESS:
APPROVED
AS TO LEGAL FORM
By /s/ ANN HOFF /s/ SWM 10/21/94
----------------------- --------------------
Title Project Coord.
---------------------
12
STATE OF TENNESSEE )
COUNTY OF SHELBY )
On this 11th day of November, 1994 before me appeared Jerry L. McMichael,
to me personally know, being by me duly sworn (or affirmed) did say that he is
the Executive Vice President of Memphis-Shelby County Airport Authority, and
that the seal affixed to the foregoing instrument is the corporate seal of said
Authority, and that said instrument was signed and sealed in behalf of said
Authority, by authority of its Board of commissioners and said Jerry L.
McMichael acknowledged said instrument to be the free act and deed of such
Authority.
MY COMMISSION EXPIRES
Sept. 17, 1997 /s/ CAROL D. WOLFE
- -------------------------------- -------------------------------
Notary Public
(seal)
STATE OF TENNESSEE )
COUNTY OF SHELBY )
On this 25th day of October, 1994, before me appeared Gilbert D. Mook, to
me personally known, who, being by me duly sworn (or affirmed) did say that he
is a Vice President of Federal Express Corporation, and that the seal affixed to
the foregoing instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said corporation, by
authority of its Board of Commissioners and said Gilbert D. Mook acknowledged
said instrument to be the free act and deed of such corporation.
MY COMMISSION EXPIRES
Sept. 1, 1995 /s/ SANDRA Y. SWELL
- -------------------------------- -------------------------------
Notary Public
(seal)
13
FEDERAL EXPRESS LEASED PARCELS SUMMARY
PARCEL EFFECTIVE
LEASE ACRES SQUARE FEET AGREEMENT DATE
- ----- ----- ----------- --------- ---------
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
32 (removed) 22.972 1,000,681 Twelfth 07/01/93
Supplemental
14
THIS SUPPLEMENT
---------------
27 A 4.058 176,777 Eleventh 07/01/94
(West) Supplemental
27 B 5.706 248,533 Eleventh 07/01/94
(West) Supplemental
Southwest
Ramp 2.350 102,366 Eleventh 07/01/94
Supplemental
OPTIONS
-------
21 19.134 833,476 Option, Expires 5/31/94
22 6.521 284,068 Option, Expires 5/31/94
ASSIGNMENTS
-----------
23 5.923 258,008 Graber Assignment,
Expires 12/31/00
Invoice FEC
Next Increase 12/31/90
24 9.964 434,030 Southwide Assignment
Expires 5/14/13
Invoice FEC
Next Increase 5/15/93
26 9.532 415,213 BICO Assignment,
Expires 7/31/20,21
Invoice FEC
Next Increase 8/01/96
28 10.68 465,221 Equitable Life
Assignment
Expires 5/14/2013
Invoice FEC
Next Increase 5/15/93
15
RENTAL - FEDERAL EXPRESS
Effective July 1, 1994
Annual
Category Number of Rent Rate Annual
of Space Square Feet Per Sq. Ft. Rental
- -------- ----------- ----------- ------------
Bldg. T-376 1,240 1.221 1,514.04
Unimproved Ground 4,494,042 .098 440,416.11
Improved Apron 2,395,802 .122 292,287.84
Hangar Proper 108,139 .903 97,649.52
Hangar Office 42,000 1.465 61,530.00
International Park 8,721,224 .171 1,491,329.30
---------- ----- ------------
16,763,128 .1422 2,384,726.81
BREAKDOWN OF SPACE
------------------
Sq. Ft. Sq. Ft.
------- -------
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
---------
4,494,042
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
16
Hangar Proper Parcel 1 66,504
- -------------
Parcel 2 41,635
------
108,139
Hangar Office Parcel 1 33,600
- --------------------
Parcel 2 8,400 42,000
------
Sq. Ft. Sq. Ft.
------- -------
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 18,933
---------
8,721,224
----------
Total 15,762,447
34636
17