SUPPLEMENTAL AGREEMENT NO. 1 By and Between WICHITA AIRPORT AUTHORITY Wichita, Kansas and DHL EXPRESS (USA), INC. for Use of Facility 2163 Air Cargo Road Wichita Dwight D. Eisenhower National Airport Wichita, Kansas THIS SUPPLEMENTAL AGREEMENT NO. 1 is entered into this January 27, 2015 between The Wichita Airport Authority, Wichita, Kansas (LESSOR) and DHL Express (USA), Inc., (LESSEE). WHEREAS, the parties previously entered into an Agreement, dated May 25, 2010 for use of the Premises located at 2163 Air Cargo Road, to be used and occupied for aviation purposes or purposes incidental or related thereto, with its business of air freight carrier and/or handling service at the Airport; WHEREAS, the LESSOR and LESSEE now wish to enter into this Supplemental Agreement No. 1 for the purpose of extending the term of the original Agreement, adding additional area to the leasehold and modifying the facility rent set in this Agreement, as more fully set forth below: NOW, THEREFORE, in consideration of the mutual promises and agreements herein set forth, LESSOR and LESSEE do hereby agree as follows:
1. PREMISES Commencing January 1, 2015, Article 1 of the original Agreement, dated May 25, 2010 shall be replaced as follows: "Premises" as used herein shall be the "Exclusive Use Building" and "Exclusive Access Areas" located at 2163 Air Cargo Road on the Airport. Exclusive Use Building. LESSOR does hereby lease to LESSEE that portion of the building consisting of 3,012 sq. ft. of office space and 8,969 sq. ft. of warehouse space, a total of 11,981 sq. ft., as reflected on Exhibit "A", attached hereto and made a part hereof. Exhibit "A" sets forth the general layout of the portion of the building to be leased to the LESSEE but shall not be deemed to be a warranty, representation, or agreement on the part of the LESSOR that the building or any portion thereof will be or will continue to be exactly as indicated on said diagram. Exclusive Access Areas - Landside. As part of the building rental fee, LESSEE shall have exclusive use and access to the paved area directly in front of its exclusive use leasehold, and the parking/loading/unloading area directly in front of its leasehold equal to the width of the exclusive use area, and extending to a point 60 feet beyond the building edge, as reflected on Exhibit "A", attached hereto and made a part hereof. Preferential Use Aircraft Parking Apron Airfield Side. In addition to the Exclusive Access Areas, LESSEE and its contracted air carriers may use Preferential Use Premises in conjunction and cooperation with others as reflected on Exhibit "A", attached hereto and made a part hereof Commencing January 1, 2015, Exhibit A of the original Agreement, dated May 25, 2010 shall be replaced with Exhibit A attached to this Supplement Agreement No. 1. 2. TERM The term of this extension shall be for a five (5) year period, from January 1, 2015 through December 31, 2019. 2 P a g e
3. FACILITY RENT During this extension, facility rent shall be based upon the 3,012 sq. ft. of office space at the annual rate of six dollars ($6.00). In addition, the 8,969 sq. ft. of warehouse space, at the annual rate of three dollars and eleven cents ($3.11). Therefore, the annual rent for the combined spaces, consisting of 11,981 sq. ft., shall be $45,965.59, payable in monthly installments of $3,830.47, due on the first day of each month during the term of this Supplemental Agreement No. 1. Notwithstanding the foregoing, the aforesaid rent shall not commence until the later of (a) January 1, 2015 or (b) EagleMed's operation have been relocated to their relocation space. 4. CONSIDERATIONS (A) In order to obtain contiguous space for LESSEE s newly defined Premises, LESSEE agrees to directly pay, within a reasonable time after receipt of written demand accompanied by reasonable supporting documentation, all reasonable third party costs associated with improvements to the relocation space for EagleMed's operation located at 2163 Air Cargo Road, from Units G and H to Units I and J, which is anticipated to not exceed $10,000.00. (B) LESSEE agrees to relocate its operations to a unit or units at the Cargo Facility located at 1935 Air Cargo Road if all parties, LESSOR, LESSEE and The Boeing Company, agree to the following conditions: 1. LESSOR shall provide to LESSEE a one-hundred and eighty (180) day advance written notice; provided however, that (a) DHL may reject such relocation if in DHL s reasonable opinion the relocation space is not suitable for DHL s operations, and in such event DHL shall not be required to such relocation, (b) LESSOR or The Boeing Company shall perform all improvements to the relocation space to be comparable or better improvements to the Premises subject to DHL s prior written approval, and (c) DHL shall not be required to relocate to the relocation space unless and until all such improvements are complete. 2. The Boeing Company agrees to directly pay for all costs associated with improvements to the relocation space for LESSEE' s operations from the current Premises to the new Cargo Facility; and 3. After such relocation, all provisions of the original Agreement, as amended, shall remain in effect with the only change being substitution of the Premises description to the relocation space agreed to by the parties. There shall be no change in rent for the balance of the Term. 3 P a g e
5. OTHER TERMS Except as modified hereby, all other terms and conditions of the Original Agreement remain unchanged and in full force and effect and are hereby ratified and confirmed by the parties hereto. This Supplement Agreement No. 1, in conjunction with the Lease, constitutes the entire agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes all oral and written agreements and understandings made and entered into by the parties prior to the date hereof. Any agreement made after the date of this Supplement Agreement No. 1 is ineffective to modify, waive, release, terminate, or effect an abandonment of this Lease, in whole or in part, unless that agreement is in writing, is signed by the parties to this Supplement Agreement No. 1, and specifically states that that agreement modifies the Original Agreement (as modified by this Supplement Agreement No. 1). In the event a conflict exists between the Original Agreement and this Supplement Agreement No. 1, this Supplement Agreement No. 1 shall govern. This Supplement Agreement No. 1 shall be governed by and construed in accordance with the laws of the State of where the Premises is located (without regard to conflicts of law). Each party executing this Supplement Agreement No. 1 represents and warrants that the individual executing this Supplement Agreement No. 1 on its behalf is duly authorized to execute and deliver this Supplement Agreement No. 1 on its behalf in accordance with the governing documents of such entity, and that upon full execution and delivery this Supplement Agreement No. 1 is binding upon said entity in accordance with its terms. If any provision of this Supplement Agreement No. 1 or the Original Agreement or the application of any provision of this Supplement Agreement No. 1 or the Original Agreement to any person or circumstance is, to any extent, held to be invalid or unenforceable, the remainder of this Supplement Agreement No. 1 and the Original Agreement or the application of that provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected, and each provision of this Supplement Agreement No. 1 and the Original Agreement will be valid and be enforced to the fullest extent permitted by law. This Supplement Agreement No. 1 may be executed in multiple counterparts, all of which, when taken together, shall constitute one and the same instrument. Electronic signatures by PDF via email or facsimile shall be treated as originals for all purposes. 4 P a g e
IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. ATTEST: THE WICHITA AIRPORT AUTHORITY WICHITA, KANSAS By By Karen Sublett, City Clerk Carl Brewer, President "LESSOR" By Victor D. White, Director of Airports ATTEST: By By DHL EXPRESS (USA), INC. "LESSEE" APPROVED AS TO FORM: Date: Interim Director of Law 5 P a g e