Exhibit
10.17


 


THIRD AMENDMENT TO LEASE


 


THIS THIRD
AMENDMENT TO LEASE (“Amendment”)
effective as of July 1, 2007 by and between Aerospace/Defense,
Inc., a South Carolina corporation (hereinafter call the “Landlord”) and Force Protection
Industries, Inc. and Force Protection, Inc.,
Nevada corporations (collectively, the “Tenant”).


 


RECITALS


 


A.                                   By
Industrial Lease effective as of July 13, 2004, the Landlord leased unto Tenant
certain premises within Building No. 2 situated in an industrial project (the “Project”) located in Ladson (Charleston County), South
Carolina which instrument was amended by Letter executed on July 18, 2006 and
by Second Amendment to Lease effective as of February 1, 2007 (the “Second Amendment”). The Industrial Lease as amended by the
July 18, 2006 Letter and the Second Amendment shall hereinafter be referenced
as the “Lease.” 
By the execution of this Amendment, the parties intend to amend the
Lease according to the terms of Subsection 27K of the Lease. Each capitalized
term used and not otherwise defined or modified herein shall have the meaning
ascribed thereto in the Lease.


 


B.                                     The
Landlord and Tenant now wish to enter into this Amendment to amend the Lease
according to the terms, provisions and conditions hereinafter set forth.


 


NOW THEREFORE,
in consideration of the mutual promises given one to the other, the parties do
hereby covenant and agree to amend and modify the Lease as follows:


 


1.                                       All
the recitals set forth above in the “Recitals”
clauses are hereby made an integral part of this Agreement.


 


2.                                       Section
2(c) of the Lease is modified to read as follows:


 


“(c)                            The
Initial Term of this Lease and any extension thereof may be extended at the
option of the Tenant for four (4) separate and successive periods of five (5)
years each (each an “Option Period”)
commencing on the day following the expiration date of the Initial Term or the
last day of the then-current Option Period, as the case may be. Tenant may
exercise the option by notice in writing to Landlord served at least six (6)
months and not ore than twelve (12) months prior to the end of the last year of
the Initial Term or the then-current Option Period, as the case may be. It
shall be a condition of the exercise of any option to renew that Tenant shall
not be in default in the performance of any terms, covenants, or conditions of
this Lease at the time Tenant gives any such notice to renew this Lease. All
terms and conditions of this Lease shall be applicable to the Option Periods
referred to in this Section 2(c).”


 


3.                                       The
Lease is amended by adding a new Section 6A entitled “GENERAL
ASSISTANCE” immediately following Section 6 to read as follows:


 


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“6A.                       GENERAL ASSISTANCE.


 


The Tenant shall have the right (i) to seek tax, utility and other
abatements and economic development incentives covering the Leased Area (such
as, for example, fee in lieu of real estate and personal property taxes, job
development credits, grants for improvements by the Tenant to the Leased Area)
(collectively, “Abatements and Incentives”), and
(ii) to contest the amount or validity of Impositions covering the Leased Area
by appropriate administrative and legal proceedings — both (i) and (ii) above,
brought either in Tenant’s name, Landlord’s name or jointly with Landlord, as
Tenant may deem appropriate, by counsel selected and engaged by Tenant. Landlord
will execute and deliver to Tenant whatever documents may be reasonably
requested by the Tenant to permit the Tenant to seek such Abatements and
Incentives and to contest Impositions or which may be necessary to secure
payment of any refund which may result from any such proceedings, and Landlord
hereby agrees to cooperate as reasonably requested by the Tenant in such
endeavors by executing such documents as reasonably requested by the Tenant. Tenant
agrees to pay to or promptly reimburse Landlord for any expenses incurred by
Landlord with regards to or in connection with assisting the Tenant under this
Section 6A in the event Tenant seeks Abatements and Incentives and/or contest
the amount of validity of the amount of Impositions covering the Leased Area. Any
refund of amounts previously paid by the Tenant to the Landlord resulting from
a proceeding brought by the Tenant under this Section 6A (either in the name of
Tenant or Landlord or in both names) will be applied first to reimburse the
party or parties who brought the proceedings for the costs incurred with the
proceeding (including any reimbursement for costs paid by Tenant to Landlord
described above), with the remainder being distributed to the Tenant until the
Tenant has been reimbursed in full for such amounts previously paid by the
Tenant, with the balance, if any, paid to the Landlord.”


 


4.                                       Section
12(b) of the Lease is modified to read as follows:


 


“(b)                           Tenant,
at its expense, will maintain from and after the date of this Lease and
throughout the Term, comprehensive general liability insurance against claims
on account of bodily injury, death or property damage incurred upon or adjacent
any part of the Premises. Such insurance policy will have limits of not less
than Three Million and No/100 Dollars ($3,000,000) per occurrence in respect to
bodily injury or death and not less than One Million and No/100 Dollars
$1,000,000) per occurrence in respect to property damage and provide
contractual coverage of Tenant’s liability to Landlord assumed under the
indemnification provisions of this Lease. (Assuming the Tenant has exercised
its option to renew this Lease, five (5) years after the Effective Date, the minimum
coverages referenced in the previous sentence shall increase to $6,000,000 per
occurrence in respect to bodily injury or death and $2,000,000 per occurrence
in respect to property damage.)  Landlord
shall be named as an additional insured under the insurance required
under this Subsection 12(b), and the Tenant shall


 


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deliver to
Landlord a certificate evidencing such insurance before the Effective Date and
thereafter upon reasonable request.”


 


5.                                       This
Amendment may be executed in several counterparts, each of which shall be
deemed an original and such counterparts shall constitute but one and the same
instrument. No party will be bound under this Amendment until parties have duly
executed this instrument. If this Amendment or the signature page, as executed,
is transmitted by one party to the other by facsimile transmission or
electronically “pdf” transmission, such transmission shall be deemed an
executed original of this Amendment and of such signature.


 


6.                                       Except
as modified by this Amendment, the Lease remains unchanged.


 


IN WITNESS
WHEREOF, the parties hereto have duly executed this Amendment under seal as of
the day and year first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  AEROSPACE/DEFENSE,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Jerry
  Garfinkle

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Assistant
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  FORCE
  PROTECTION INDUSTRIES,

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond
  Pollard

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  COO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FORCE
  PROTECTION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Durski

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief
  Financial Officer

  



 


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