Exhibit 10.49


 


THIRD AMENDMENT TO
LEASE


 


THIS AMENDMENT is made
this 20  day of August, 2008 by and
between CLINTON BASE COMPANY, LLC, a limited liability company whose address
for the purpose of this Amendment is 1003 31st Avenue, Camanche, IA
52730 (hereinafter called “Landlord”) and MOULDED FIBRE TECHNOLOGY, INC., a
corporation whose address for the purpose of this Amendment is 1521 Windsor
Drive, Clinton, IA 52732 (hereinafter called “Tenant”).


 


WHEREAS, Landlord and
Tenant entered into and executed a lease dated as of March 11, 2004, as
amended by an Amendment to Lease Agreement dated April 6, 2005, and as
amended by an Amendment to Lease Agreement dated May 19, 2004 (hereinafter
collectively referred to as the “lease”) for the premises as more particularly
described therein;


 


WHEREAS, Landlord and
Tenant mutually desire to amend the lease to expand the improvements of
premises described therein, as more specifically stated below;


 


NOW, THEREFORE, in
consideration of the mutual covenants herein set forth and of ONE DOLLAR and
other good and valuable consideration. Landlord and Tenant agree to amend and
do hereby amend the lease, effective as of August 1, 2008, as follows:


 


1.             Section 41 of the lease is deleted in its entirety
and replaced with the following:


 


Condition of
Premises/Landlord’s Construction. A Ceco metal building
(known as “Building No. 3”) and two “runways” have been constructed by
Landlord and/or Payne & Associates, Inc. upon the demised
premises and accepted by Tenant. The existing building (i.e., Building No. 3)
contains 30,000 square feet (or more) and the two runways contain 2,080 square
feet (or more) (for a total of 32,080 square feet or more). The ‘“runways” for “Building
No. 3” are connected to “Building No. 2”.


 


Landlord (and/or Payne &
Associates, Inc.) shall complete a 30,000 square foot addition on the
easterly side of Building No. 3, which addition is approximately shown as “New
Building” on a plan attached hereto as Exhibit A.
The New Building shall be a Ceco metal building with components and
construction to be substantially identical to those of the existing Building No. 3  (except that it will not include any “runways”),
constructed in a “mirror image” fashion, and including components and related
improvements listed on Exhibit B
attached hereto (“Landlord’s Construction”).


 


Landlord covenants to
complete the New Building and associated access way, parking, loading drive,
and landscaping (i.e., “Landlord’s Construction”) and deliver them to Tenant
with a certificate of occupancy (temporary or final), and subject to only minor
matters, if any (to be noted on a written punch list, pertaining  to the immediately aforementioned matters in Exhibit B
attached hereto, jointly prepared by the parties pursuant to a walk-through
inspection of the premises by their representatives, with the process of
completing the matters identified on the 


 

















 


said punch list, if
applicable, not materially interfering with Tenant’s occupation of the premises
for the conduct of its business), no later than 12:00 noon on December 1,
2008.


 


In the event that a
certificate of occupancy (temporary or final) is not issued by 12:00 noon
on  December 1, 2008, rent (for that
portion of monthly rent attributable to the New Building only) shall
abate until such certificate of occupancy (temporary or final) is issued,
except where Landlord’s delay in this regard is a result of Tenant’s
interference or other fault, or matters beyond Landlord’s reasonable control.


 


If Tenant has not
delivered the punch list to Landlord within thirty (30) days following delivery
of the New Building to Tenant of the certificate of occupancy (temporary or
final), Tenant shall be deemed to have accepted such portion of the premises as
delivered by Landlord and Landlord shall have no further responsibility for the
same.


 


After Tenant’s acceptance
and occupancy of the New Building, Landlord will repair or replace defective
parts or components of the New Building which were supplied or installed by
Landlord unless the defective condition was caused by Tenant’s abuse or failure
to maintain the defective part or component.


 


Subject to the foregoing
provisions of this Section 41, Tenant acknowledges that it has examined
the premises and accepts the premises “As Is” and in its present condition.
Subject to Landlord’s Construction, Landlord makes no representation or
warranty whatsoever, express or implied, concerning the fitness or suitability
of the premises for the conduct of Tenant’s operations or for any other reason
and Tenant acknowledges that Tenant has made such investigations as it deems
reasonable and necessary with reference to such matters and assumes all
responsibility therefore as the same relate to Tenant’s use and occupancy of
the premises.


 


2.             Section 55 is deleted in its entirety and replaced
with the following:


 


Rental.
Tenant agrees to pay Landlord rental for the premises (as expanded by the New
Building) for the remainder of the term set forth herein, as follows: FIFTEEN
THOUSAND SIX HUNDRED SEVENTY EIGHT AND SEVENTY HUNDREDTHS DOLLARS ($15,678.70)
per month, in advance, without offset or deduction (except in case of late
delivery of the certificate of occupancy (temporary or final) as provided in
the 4th paragraph of Section 41 above), the first payment becoming due and
payable on the date (the “New Building Commencement Date”) which is earlier of (a) the
date of the issuance of the certificate of occupancy (temporary or final)
referenced in Section 41 above, or (b) the date Tenant occupies the
premises for the conduct of its business (including warehouse purposes), and
the same amount, in advance, without deduction or offset (except in case of
late delivery of the certificate of occupancy (temporary or final) as provided
in the 4th paragraph of Section 41 above), becoming due and payable on the
1st day of each month thereafter, during the term of this lease. Rent shall be
pro-rated (per diem) for any partial month at the end of the Lease Term.


 

















 


Until such time as the
foregoing paragraph of  Section 55
becomes effective, Tenant agrees to pay Landlord as rental for the term set
forth herein, as follows: SEVEN THOUSAND NINE HUNDRED EIGHTY SEVEN AND NINETY
TWO  HUNDREDTHS DOLLARS ($7,987.92) per
month, in advance, without offset or deduction, the first payment becoming due
and payable on May 1, 2005, and the same amount, in advance, without
offset or deduction, becoming due and payable on the 1st day of each
month thereafter, during the term of this lease.


 


Tenant shall be entitled
to a real estate tax reduction over a period of five years in accordance with
the local industrial revitalization program, whereby for the 1st, 2nd,
3rd, 4th, and 5th  applicable year, the valuation of the New
Building itself  shall be reduced by 25%,
40%, 55%, 70%, and 85%, respectively.  
Landlord agrees to submit the application for such real estate tax
reduction no later than February 1, 2009 (with the 1st
applicable year of real estate tax reduction then being for fiscal year 2010).


 


3.             The first paragraph of Section 57 of the lease is
deleted in its entirety and replaced with the following:


 


Assignment and Subletting.
Any assignment of this lease without the Landlord’s prior written permission
shall, at the option of the Landlord, make the rental for the balance of the
Lease Term due and payable at once. Such written permission shall not be
unreasonably withheld or delayed, and no such permission shall be required in
connection with an assignment to any affiliated entity or successor to Tenant
by merger, consolidation or acquisition of substantially all of the assets of
Tenant; provided, however, that such written permission shall be required if
Tenant is in default after any required notice and the expiration of any
applicable cure period under this lease, and further provided that the assignee
has a tangible net worth, as evidenced by reasonably satisfactory financial
statements delivered to Landlord, at least equal to Tenant’s net worth
immediately before the transfer. Provided that Tenant is not in default after
any required notice and the expiration of any applicable grace period under
this lease, upon ten (10) days prior written notice to Landlord, Tenant
may sublet  any part of the premises
provided that Tenant shall remain fully and primarily liable to Landlord for
the payment of rent and the due performance of all tenant obligations under
this lease.


 


4.             Section 52 is amended by adding a second paragraph
as follows:


 


Tenant’s Termination of
Lease Prior to Possession of New Building. 
Notwithstanding anything to the contrary stated herein, if Tenant, for
any or no reason, terminates the lease after the execution of this Amendment to
Lease, but prior to possession by Tenant of the New Building, Tenant agrees to
pay Landlord the sum of $275,000.00, based, in part, on the dirt work,
obtaining of building materials, and obtaining of building permit.  Termination of this lease shall include,
without limitation, any forfeiture, surrender, or abandonment of this lease.


 

















 


5.             Section 49 is amended by deleting the first
sentence of Section 49 and replacing the said first sentence in its
entirety with the following:


 


Security Deposit. Tenant shall provide a security deposit to
Landlord in the sum of $20,000.00.


 


6.             From and after the date of this Third Amendment to Lease
(or, as appropriate, the New Building Commencement Date), the term “premises”
or “demised premises” shall be deemed to refer to the real property together
with the existing Building No. 3 and the New Building.


 


7.             Except as specifically amended hereby, the lease remains
in full force and effect.


 


EXECUTED as a sealed
instrument as of the date first written above.


 


 


	
  TENANT:

  	
   

  	
  MOULDED FIBRE

  	
  LANDLORD:

  	
  CLINTON BASE COMPANY

  
	
   

  	
   

  	
  TECHNOLOGY, INC.

  	
   

  	
  L.L.C.

  



 


 


	
   

  	
  BY:

  	
  /s/
  Ronald J. Lataille

  	
   

  	
  BY

  	
  /s/
  Lynn V. Payne

  
	
   

  	
  Name: Ronald J.
  Lataille

  	
   

  	
   

  	
  Name: Lynn V. Payne

  
	
   

  	
  Its: Chief Financial
  Officer

  	
   

  	
   

  	
  Its: Member and Manager

  



 

















 


Exhibit B:
Landlord’s Construction


 


A. New Building and
Grounds


 


·
Ceco Metal Warehouse - 30,000 square feet (or more)


· slab on grade approximately same floor
elevation as existing Building No.3 (floor height)


· Paved
loading access.


· Paved
(asphalt), striped parking for eighteen cars (equivalent in quality to existing
parking areas for Tenant’s existing buildings), located approximately as shown
on Exhibit A attached
hereto.  The striping of the new paved
parking area shall be at Tenant’s expense and provided by a third party,  not Landlord. 
The new paved parking area shall be approximately 62 feet in width and
90 feet in length, of which approximately 26 feet of the width shall be on
Landlord’s premises.  Notwithstanding
anything to the contrary stated herein, the installation of the new paved
parking area is subject to approval of the adjacent landowner, Millcreek
Investors, L.C. (and if requested by Millcreek Investors, L.C., or its
successor, Landlord  will remove the new
paved parking area situated on the  real
estate owned by Millcreek Investors, L.C., or its successor).


· Lawn
areas (all areas disturbed in connection with the construction of the New
Building, including, without limitation, the new paved parking area) to be
graded for proper drainage and seeded (which shall be performed depending on
the weather, but no later than June 30, 2009).


· Concrete
sidewalk, approximately 60 feet in length and 4 feet wide.


 


B. Interior Build-out


 


· Lighting
- to be augmented to provide 133 % of that in Building No. 3


· Heat


· Sprinklers


· Ventilation


· Three
loading docks with levelers, bumpers and door weather seals


· Security
lighting


· Roll-up
doors


· 120-v
outlets on interior of exterior walls of building (similar to Building No.3)