**Exhibit10.17**

 

**THIRD AMENDMENT TO LEASE**

 

THIS THIRDAMENDMENT 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 ProtectionIndustries, Inc.** and **Force Protection, Inc.**,Nevada corporations (collectively, the “**Tenant**”).

 

**RECITALS**

 

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

 

B.                                     TheLandlord and Tenant now wish to enter into this Amendment to amend the Leaseaccording to the terms, provisions and conditions hereinafter set forth.

 

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

 

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

 

2.                                       Section2(c) of the Lease is modified to read as follows:

 

“(c)                            TheInitial Term of this Lease and any extension thereof may be extended at theoption 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 thelast day of the then-current Option Period, as the case may be. Tenant mayexercise 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 ofthe Initial Term or the then-current Option Period, as the case may be. Itshall be a condition of the exercise of any option to renew that Tenant shallnot be in default in the performance of any terms, covenants, or conditions ofthis Lease at the time Tenant gives any such notice to renew this Lease. Allterms and conditions of this Lease shall be applicable to the Option Periodsreferred to in this Section 2(c).”

 

3.                                       TheLease is amended by adding a new Section 6A entitled “**GENERALASSISTANCE**” 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 otherabatements and economic development incentives covering the Leased Area (suchas, for example, fee in lieu of real estate and personal property taxes, jobdevelopment 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 Areaby appropriate administrative and legal proceedings — both (i) and (ii) above,brought either in Tenant’s name, Landlord’s name or jointly with Landlord, asTenant may deem appropriate, by counsel selected and engaged by Tenant. Landlordwill execute and deliver to Tenant whatever documents may be reasonablyrequested by the Tenant to permit the Tenant to seek such Abatements andIncentives and to contest Impositions or which may be necessary to securepayment of any refund which may result from any such proceedings, and Landlordhereby agrees to cooperate as reasonably requested by the Tenant in suchendeavors by executing such documents as reasonably requested by the Tenant. Tenantagrees to pay to or promptly reimburse Landlord for any expenses incurred byLandlord with regards to or in connection with assisting the Tenant under thisSection 6A in the event Tenant seeks Abatements and Incentives and/or contestthe amount of validity of the amount of Impositions covering the Leased Area. Anyrefund of amounts previously paid by the Tenant to the Landlord resulting froma proceeding brought by the Tenant under this Section 6A (either in the name ofTenant or Landlord or in both names) will be applied first to reimburse theparty or parties who brought the proceedings for the costs incurred with theproceeding (including any reimbursement for costs paid by Tenant to Landlorddescribed above), with the remainder being distributed to the Tenant until theTenant has been reimbursed in full for such amounts previously paid by theTenant, with the balance, if any, paid to the Landlord.”

 

4.                                       Section12(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 andthroughout the Term, comprehensive general liability insurance against claimson account of bodily injury, death or property damage incurred upon or adjacentany part of the Premises. Such insurance policy will have limits of not lessthan Three Million and No/100 Dollars ($3,000,000) per occurrence in respect tobodily injury or death and not less than One Million and No/100 Dollars$1,000,000) per occurrence in respect to property damage and providecontractual coverage of Tenant’s liability to Landlord assumed under theindemnification provisions of this Lease. (Assuming the Tenant has exercisedits option to renew this Lease, five (5) years after the Effective Date, the minimumcoverages referenced in the previous sentence shall increase to $6,000,000 peroccurrence in respect to bodily injury or death and $2,000,000 per occurrencein respect to property damage.)  Landlordshall be named as an additional insured under the insurance requiredunder this Subsection 12(b), and the Tenant shall

 

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deliver toLandlord a certificate evidencing such insurance before the Effective Date andthereafter upon reasonable request.”

 

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

 

6.                                       Exceptas modified by this Amendment, the Lease remains unchanged.

 

IN WITNESSWHEREOF, the parties hereto have duly executed this Amendment under seal as ofthe 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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