Exhibit 10.13
THIRD
AMENDMENT TO LEASE
THIS THIRD
AMENDMENT TO LEASE (“ Amendment ”) effective as
of October 1, 2006 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
1.
By industrial Lease effective as of January 15, 2006, as amended by
instrument dated as of May 1, 2006, entitled “First Amendment
to Lease” (“ First Amendment ”) and
further amended by instrument dated as of July 1, 2006, entitled
“Second Amendment to Lease” (“ Second
Amendment ”), the Landlord leased unto Tenant certain
premises within Building No. 1 situated in an industrial project
(the “ Project ”) located in Ladson (Charleston
County), South Carolina. The Industrial Lease as amended by the
First and Second Amendments shall hereinafter be referenced
collectively as the “ Lease .” By the execution
of this third 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.
2.
At the request of the Tenant, the Landlord has agreed to modify the
term “ Premises ” under the terms, conditions
and reservations hereunder as follows:
A.
Adding a total of 70,507 square feet to Paragraph 1A, Clause (i) of
the Lease which square footage is comprised of and added to the
definition of “ Leased Area ” as of the dates
listed below:
1.
1,040 square feet comprised of an area measuring approximately 13
feet by 80 feet located in the mezzanine above D-Bay in Building
No. 1 as shown on Exhibit A to this Amendment (being the
remaining portion of D-Bay mezzanine not heretofore leased to the
Tenant) — to become a portion of the Leased Area as of
November 1, 2006;
2.
38,419 square feet comprised of two areas of C-Bay in Building No.
1, one area measuring approximately 114 feet by 241 feet and
delineated as “Area (C)” on Exhibit B to this
Amendment and the other area measuring approximately 55 feet by 199
feet and delineated as “Area (D)” on Exhibit B
(being the remaining portion of C-Bay not heretofore leased to the
Tenant) — to become a portion of the Leased Area as of
November 1, 2006;
3.
(a)
3,540 square feet of floor area measuring approximately 59 feet by
60 feet of A-Bay of Building No. I together with the existing 4
truck docks and doors (representing the eastern portion of A-Bay
situated to the east of and adjacent to that portion of A-Bay
currently leased to Z-Man Fishing Products, Inc. and to the north
of a portion of B-Bay
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currently leased to the
Tenant) and delineated as “Area A” on Exhibit C
to this Amendment — to become a portion of the Leased Area as
of November 1, 2006;
3.
(b)
10,620 square feet of floor area measuring approximately 180 feet
by 59 feet of A Bay of Building No. 1 (representing the western
portion of the industrial area of A Bay situated to the west of and
adjacent to that portion of A Bay referenced in subsection 3(a)
above) and delineated as “Area B” on Exhibit C
to This Amendment — to become a portion of the Leased
Premises as of December 1, 2006;
3.
(c)
2,880 square feet of floor area measuring approximately 12 feet by
240 feet of B Bay of Building I and delineated as “Area
C” on Exhibit C to this Amendment — to become a
portion of the Leased Premises as of December 1, 2006; and
3.
(d)
5,952 square feet of floor area measuring approximately 16 feet by
372 feet of B Bay of Building No. 1 and delineated as “Area
D” on Exhibit C to this Amendment (note — the
Leased Area under this subparagraph (d) does not include a 7-foot
wide strip of floor area adjacent to and running along the northern
edge of the Machine Pit as shown on Exhibit C ) —
to become a portion of the Leased Area as of December 1, 2006.
4.
4,936 square feet comprising office areas shown as the
cross-hatched area on Exhibit D to this Amendment (being the
remaining office area on the northern side of Building No. 1 not
heretofore leased to the Tenant) — to become a portion of the
Leased Area as of January 1, 2007; and
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3,120 square feet (measuring approximately 13 feet by 240 feet) and
comprising the floor area of the mezzanine situated between B-Bay
and C-Bay of Building No. 1 as shown on Exhibit E to this
Amendment — to become a portion of the Leased Area as of
January 1, 2007.
For clarification, once
all the additional square footage referenced in subsections 2A1
through 2A5 above have become added to and a part of the Leased
Area as hereinabove provided, the total square footage of Leased
Area shall total 169,767 square feet (26,180 square feet referenced
in Clause (i) of Paragraph 1A of the original Lease, plus 35,529
square feet referenced in the First Amendment and 37,551 square
feet referenced in the Second Amendment and 70,507 square feet
referenced above).
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B.
Modifying Clause (ii) of Paragraph 1A to read as follows: . . (ii)
the fixtures located therein, including the Paint Spray Booth
shown, and marked on Exhibit A as “ Paint ,” the
Sandblast Booth shown and marked on Exhibit A as “
Blast ,” 100 HP compressor and 75 HP compress (the
“ Compressors ”) and other machinery associated
with the Paint Booth, Sandblast Booth and Compressors as listed on
Exhibit A-1 , but excluding any overhead cranes located
above Bay B, but including the use of (x) the radio controlled
overhead/bridge crane located above the floor area of Bay D (the
“ D-Crane ”), (y) the radio controlled
overhead/bridge crane located above the floor area of Bay C (the
“ C-Crane ”), and (z) (as of December 1, 2006)
the three overhead/bridge cranes located above the floor area of
Bay A (the “ A-Cranes ”).
C.
Modifying Paragraph 1A by adding a new Clause “(iv)” to
read as follows:
…, the “ Common Areas
” (hereinafter defined), and (iv) two outdoor areas for the
testing of vehicles (collectively, the “ Outdoor Testing
Areas ”) described as (y) approximately 500 feet of the
entrance road (connecting Highway 78 and Stoney Road and located to
the east of the common parking areas) (the “ Entrance
Road ”) running from a point adjacent the southeastern
corner of the Building No. 3 common parking area and running in a
southerly direction for 500 feet to a point north of the location
of the Entrance Road across which railroad tracks have been
installed — shown as the redline on Exhibit F to this
Amendment and marked “ Vehicle Brake Test Track
” thereon (the “ Brake Test Area ”) and
(z) an approximately 25 foot wide area running westerly from the
Entrance Road and continuing around the former pond area (on which
pond area the Landlord is growing pine trees) — shown as the
green line on Exhibit F to this Amendment and marked “
FPII Vehicle Obstacle Course ” thereon (the “
Obstacle Course Area ”).
The
use by the Tenant of the Outdoor Testing Areas shall be subject to
all of the terms, conditions and provisions of the Lease and this
Amendment, especially including, without limiting the forgoing,
those provisions contained in Paragraph 12 of this
Amendment.
The
D-Crane, C-Crane, A-Cranes and jib cranes located in Building No. 1
(the “ Jib Cranes ”) shall be included within
the definition of “Equipment” as that term is defined
in Paragraph 1A of the Lease. There are approximately 25 Jib Cranes
(of one and two tons each) located throughout Building No. 1.
Tenant agrees not to remove any of the Jib Cranes from Building No.
1 without the prior written consent of the Landlord.
3.
In consideration for amending the Lease as referenced in Recitals 1
and 2 above, the Tenant agrees to amend Paragraph 3A (a) by
increasing the Base Rent for the Leased Area as hereinafter
provided.
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4.
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.
Paragraph 1 ( The Premises ), Section A, Clause (i) of the
Lease is modified by adding to the definition of Leased Area 70,507
square feet according to Recital 2A above for a total square
footage of Leased Area in Building No. 1 of 169,767 square
feet.
3.
Paragraph 1 ( The Premises ), Section A, Clause (ii) of the
Lease is modified according to Recital 2B above.
4.
Paragraph 1 ( The Premises ), Section A of the Lease is
modified according to Recital 2C above.
5.
Paragraph 4D and Paragraph 5A are hereby amended by amending the
square footage of the Leased Area and the pro rata percentage share
based on the square footage of the Leased Area.
6.
Paragraph 5B(vi) of the Lease is modified by deleting the Hallways
(shown on Exhibit D to the Second Amendment) adjacent to the
offices and restrooms (leased under the Second Amendment) from the
meaning of Common Areas. For clarification, these areas were added
to the meaning of “ Common Areas ” pursuant to
Paragraph 4 of the Second Amendment, but with the execution of this
third
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