SIXTH SPECIAL FACILITY SUPPLEMENTAL LEASE AGREEMENT



                                 by and between



                     MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY



                                       and



                           FEDERAL EXPRESS CORPORATION









                          Dated as of December 1, 2001



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                                TABLE OF CONTENTS



{TABLE}

{S}                                                                            {C}

SECTION 1.   Definitions ....................................................   1

SECTION 2.   Term of Lease ..................................................   2

SECTION 3.   Rental .........................................................   2

SECTION 4.   Prepayment of Certain Rentals ..................................   2

SECTION 5.   Series 2001 Bonds ..............................................   3

SECTION 6.   Special Covenants of the Lessee ................................   3

SECTION 7.   Tax Covenant ...................................................   3

SECTION 8.   Lease Still in Effect; Provisions Thereof Applicable to

             this Sixth Supplemental Lease ..................................   3

SECTION 9.   Descriptive Headings ...........................................   3

SECTION 10.  Effectiveness of this Sixth Supplemental Lease .................   3

SECTION 11.  Execution of Counterparts ......................................   3

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                                        i



{PAGE}



                             SIXTH SPECIAL FACILITY

                          SUPPLEMENTAL LEASE AGREEMENT



         THIS SIXTH SPECIAL FACILITY SUPPLEMENTAL LEASE AGREEMENT (this "Sixth

Supplemental Lease") dated as of the first day of December 2001, by and between

the MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY (the "Lessor"), a public and

governmental body politic and corporate of the State of Tennessee, and FEDERAL

EXPRESS CORPORATION (the "Lessee"), 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, Lessor and Lessee on August 21, 1979 entered into a Special

Facility Lease Agreement dated as of August 1, 1979 (as heretofore amended and

supplemented by the Supplemental Leases (defined below), the "Lease");



         WHEREAS, Lessor and Lessee have amended and supplemented the Lease by

First, Second, Third, Fourth and Fifth Special Facility Supplemental Lease

Agreements dated as of May 1, 1982, November 1, 1982, December 1, 1984, July 1,

1992 and July 1, 1997, respectively (said First, Second, Third, Fourth and Fifth

Special Facility Supplemental Lease Agreements being referred to herein,

collectively, as the "Supplemental Leases"); and



         WHEREAS, Lessor and Lessee have agreed to further supplement the Lease

to reflect a change in rentals resulting from the refunding of the Lessor's

Special Facilities Revenue Bonds, Series 1984 (Federal Express Corporation)

issued to finance facilities and equipment for inclusion in the Special

Facility, as defined in the Lease;



         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,

Lessor and Lessee 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

Sixth Supplemental Lease which are defined in the Lease shall, for all purposes

of this Sixth Supplemental Lease, have the respective meanings given to them in

the Lease.



         Unless the context shall clearly require otherwise, the following terms

shall, for all purposes of the Lease and of any agreement amendatory or

supplemental thereto (including for all purposes this Sixth Supplemental Lease)

have the meanings herein specified, with the following definitions to be equally

applicable to both the single and plural forms of any of the terms herein

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