Document

THIS NINETEENTH AMENDMENT (“Amendment”) is made and entered into as of _____________________, by and between the MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY (“Authority” or “MSCAA” or “Sponsor”), a body politic and corporate organized and existing under the laws of the State of Tennessee, and FEDERAL EXPRESS CORPORATION, a corporation organized in the State of Delaware and authorized to conduct business in the State of Tennessee (“Tenant” or “Contractor”). The Authority and Company may sometimes be referred to herein individually as “Party” or collectively as “Parties.”

WHEREAS, Authority and Tenant executed a "Composite Lease Agreement", effective January 1, 2007, as subsequently amended by eighteen (18) amendments through January 6, 2025, 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 Tenant is attached to the Composite Lease Agreement as “EXHIBIT A”, and the schedule states a portion of the Term (identified 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, Tenant is currently leasing and occupying a portion of the demised premises at 2560 Rental Road under a month-to-month lease agreement effective as of October 1, 2024 (“Month-To-Month Lease”); and,

WHEREAS, the parties desire to transition the premises at 2560 Rental Road from the Month-To-Month Lease to the Composite Lease Agreement to provide for long-term use and occupancy; and,

WHEREAS, the parties desire to amend the Composite Lease Agreement through this Nineteenth Amendment to add certain demised premises located at and adjacent to 2560 Rental Road, encompassing a total area of approximately 644,688 square feet, consisting more or less of 618,388 square feet of improved ground and 26,300 square feet of building space comprised of three (3) separate structures; and,

WHEREAS, pursuant to the Composite Lease Agreement, annual rent for the additional premises will be calculated at $0.3170 per square foot of improved ground and $2.4412 per square foot of building space, resulting in a total annual rent increase of $260,232.56 for the additional premises, effective on [MONTH DD, YYYY]; 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 NINETEENTH Amendment that are defined in the Composite Lease

Agreement, the Special Facility Ground Lease Agreement and the Special Facility Lease Agreement shall have the respective meanings given to them in each agreement for all purposes of this NINETEENTH Amendment.

SECTION 2. Modification of Composite Lease and Applicable Rent. Effective as of [MONTH DD, YYYY], the parties amend the Composite Lease Agreement to reflect the addition of the demised premises as described in the attached property listing as shown on “EXHIBIT B”. At any time on or after [MONTH DD, YYYY], Tenant may take possession of the additional areas and use and improve them subject to the terms and conditions of the Composite Lease Agreement. As of the Effective Date, the parties substitute the table attached to this Amendment for the table included as part of “EXHIBIT A” to the Composite Lease Agreement. The substitution of that table will accomplish the following:

(a)Effective as of [MONTH DD, YYYY], Tenant’s annual rent will be increased by $260,232.56. This rent supersedes and replaces any rent obligation for the premises under the Month-To-Month Lease. The annual rent is calculated as follows:


DEMISED PREMISES	AREA	RATE	ANNUAL RENT
2560 Rental Road - Improved Ground	618,388 sq.ft.	$0.3170 psf.	$196,029.00
2560 Rental Road - Building 1	8,300 sq.ft.	$2.4412 psf.	$20,261.96
2560 Rental Road - Building 2	4,000 sq.ft.	$2.4412 psf.	$9,764.80
2560 Rental Road - Building 3	14,000 sq.ft.	$2.4412 psf.	$34,176.80
TOTAL DEMISED PREMISES	644,688 sq.ft.		$260,232.56

(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.

(a)The parties acknowledge that Tenant is currently in possession of and has made improvements to the Demised Premises under the Month-To-Month Lease. All such existing improvements shall be deemed approved by Authority and shall continue to be governed by the terms of the Composite Lease Agreement from the effective date of this Amendment.

(b)Any future alterations or improvements by Tenant shall be subject to the terms and conditions of the Composite Lease Agreement and at no cost to Authority.

SECTION 4. Termination of Month-To-Month Lease. Upon the effective date of this Amendment, the Month-To-Month Lease for the demised premises at 2560 Rental Road shall automatically terminate, and all rights and obligations related to said premises shall be governed exclusively by the Composite Lease Agreement as amended hereby. Any prepaid rent under the Month-To-Month Lease shall be credited or transferred as appropriate.

SECTION 5. 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.

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


MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY By: Title: President and CEO Date: ___________________________ Approved as to Content: By: Title: Vice President of Finance and Administration Approved as to Form and Legality By: Title: General Counsel Reviewed and Approved: By: Title: Director of Properties			FEDERAL EXPRESS By: Title: ________________ Date:___________________________