Memphis-Shelby County Airport Authority
Memphis, TN
EIGHTENTHAMENDMENT
to the
COMPOSITE LEASE AGREEMENT
FOR
MEMPHISINTERNATIONALAIRPORT BY AND BETWEEN
MEMPHIS-SHELBYCOUNTYAIRPORTAUTHORITY
2491WinchesterRoad,Suite113
Memphis,Tennessee38116-3586 AND
FEDERALEXPRESSCORPORATION DATED AS OF:
April 28, 2025
EFFECTIVEASOF:
January 6, 2025
Memphis-Shelby County Airport Authority
Memphis, TN
EIGHTEENTH AMENDMENT
TOTHECOMPOSITELEASEAGREEMENT
FedEx No. 22-0518-001
This EIGHTEENTH AMENDMENTis made and entered into as of April 28, 2025, by and between MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY, (herein referred to as (“Authority” or “Sponsor”), a body politic and corporate, organized and existing under the laws of the State of Tennessee, and FEDERAL EXPRESS CORPORATION (herein referred to as "Tenant" or “Contractor”), a corporation duly organized and existing under the laws of the State of Delaware.
WITNESSETH:
WHEREAS, Authority and Tenant executed a “Composite Lease Agreement”, effective January1,2007whichwasmodifiedbyFirstAmendmenteffectiveSeptember1,2008;Second Amendment effective June 1, 2009; Third Amendment effective July 1, 2009; Fourth AmendmenteffectiveDecember 15,2011;FifthAmendmenteffectiveJanuary1,2013;SixthAmendment effective July 1, 2014;Seventh Amendment effective April 1, 2016;Eighth Amendment effective April 1, 2017; Ninth Amendment effective September 1, 2017; Tenth Amendment effectiveMay1,2018;EleventhAmendmenteffectiveJanuary1,2019;TwelfthAmendment effective October 1, 2019; Thirteenth Amendment effective July 26, 2021; Fourteenth Amendment effective February 1, 2022; Fifteenth Amendment effective May 19, 2022; Sixteenth Amendment effective May 1, 2023, and a Seventeenth Amendment effective September 1, 2024, all of which are collectively referred to herein as the “Composite Lease Agreement”;and,
WHEREAS, a schedule identifying each parcel of real property the Authority leases to TenantisattachedtotheCompositeLeaseAgreementas“EXHIBITA”,andtheschedulestatesa portionoftheTerm(identifiedintheCompositeLeaseAgreement)duringwhichtheleaseofeach parcel will be in effect, and the rent that Tenant is subject to pay Authority for each parcel; and,
COMPOSITE AMENDMENT #18
FEDERAL EXPRESS CORPORATION 2
Memphis-Shelby County Airport Authority
Memphis, TN
WHEREAS, the parties wish to amend the Composite Lease Agreement via an EighteenthAmendmenttoaddthefollowing demisedpremises: 2680 Rental Road where the total area encompassesapproximately 261,360squarefeet, consisting more of less of 10,981 square feet of building space and 250,379 square feet of improved ground, identified as the former Enterprise Lot; and,
WHEREAS, per the Composite Lease Agreement, rent will be calculated at $0.3170 per square foot of improved ground and $2.4412 per square foot of building space, resulting in an annual rent increase of $106,176.96 effective on the earlier of January 6, 2025, or date of beneficial occupancy; 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 provisionsandconditionshereinaftersetforth,AuthorityandTenantdoherebycovenantandagree as follows:
SECTION1.Definitions.Exceptasotherwiseprovidedherein, andunlessthecontext shallclearlyrequireotherwise,allwordsandtermsusedinthisEIGHTEENTHAmendmentthat aredefinedintheCompositeLeaseAgreement,theSpecialFacilityGroundLeaseAgreementand the Special Facility Lease Agreement shall have the respective meanings given to them in each agreement for all purposes of this EIGHTEENTH Amendment.
SECTION2.ModificationofCompositeLeaseandApplicableRent.Effective as of JANUARY 6, 2025, the parties amend the Composite Lease Agreement to reflect the addition ofthedemised premises as described in the attached property listing as shown on “EXHIBIT B”. AtanytimeonorafterJANUARY 6, 2025,Tenantmaytakepossessionoftheadditionalareas anduseandimprovethemsubjecttothetermsandconditionsoftheCompositeLeaseAgreement. As of the Effective Date, the parties substitute the table attached to this Amendment for the table included as
COMPOSITE AMENDMENT #18
FEDERAL EXPRESS CORPORATION 3
Memphis-Shelby County Airport Authority
Memphis, TN
part of “EXHIBIT A”to the Composite Lease Agreement.The substitution of that table will accomplish the following:
(a)Effective as of JANUARY 6, 2025, Tenant’sannualrentwillbeincreasedby
$106,176.96 andcomprisedoftheareasas follows:
| DemisedPremises | Area | Rate | ||||||
| 2680 Rental Road – Improved Ground | 250,379 sq. ft. | $0.3170psf. | ||||||
| 2680RentalRoad–Building A | 3,415 sq. ft. | $2.4412psf. | ||||||
| 2680RentalRoad– Building B | 5,162 sq. ft. | $2.4412psf. | ||||||
| 2680RentalRoad–Building C | 2,404 sq. ft. | $2.4412psf. | ||||||
(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.
SECTION3.Improvements byTenant
(a)Effective as of commencement date, Authority hereby grants to Tenant for use by Tenant and its servants, agents, employees and independent contractors working on or in connection with Tenant’s alterations of the improvements located at the Demised Premises, making it suitable for Tenant’s use (“Tenant’s Work”), all necessary or appropriate rights of reasonable access, ingress and egress to and from the Demised Premises, and the right to do all such other things as may be incidental to Tenant’s Work.
(b)Tenantshallobtain,atTenant’ssoleexpense,allcertificatesandapprovalsrelating to Tenant’s Work.Tenant shall make, at least, all improvements to the Demised Premises at no cost to Authority.
SECTION4.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.
COMPOSITE AMENDMENT #18
FEDERAL EXPRESS CORPORATION 4
Memphis-Shelby County Airport Authority
Memphis, TN
SECTION 5.Effective Dates of this EIGHTEENTH Amendment.
This EIGHTEENTH Amendment shall become effective as of JANUARY 6, 2025.
Theremainderofpageisintentionallyleft blank.
Signaturepageto follow.
INWITNESSWHEREOF,thepartieshavecausedtheirdulyauthorizedrepresentatives to execute this SEVENTEENTH Amendment to the Composite Lease Agreement.
MEMPHIS-SHELBY COUNTY
AIRPORT AUTHORITY FEDERALEXPRESS CORPORATION
By: /s/Scott A. Brockman By:/s/ Brandon Tolbert
PresidentandChiefExecutiveOfficer Title:Vice President Property and Facilities
ApprovedastoContent:
By: /s/ Sylvester Lavender
VicePresidentof FinanceandAdministration/CFO
ApprovedastoFormandLegality:
By: /s/Amber Floyd
General Counsel
ReviewedandApproved:
By: /s/Jason McBride Director of Properties
COMPOSITE AMENDMENT #18
FEDERAL EXPRESS CORPORATION 5
Memphis-Shelby County Airport Authority
Memphis, TN
Omitted Exhibits
Exhibit A and Exhibit B to this exhibit, which are described under “Witnesseth” and in Section 2 above, have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplemental copies of Exhibit A and Exhibit B to the Securities and Exchange Commission or its staff upon request.
COMPOSITE AMENDMENT #18
FEDERAL EXPRESS CORPORATION 6