SIXTH AMENDMENT TO LEASE AND OPERATING AGREEMENT

6 20,oe N 17 P"1 3: 46 0'1 FMC AGREEMENT NUMBER: 200866-006 SIXTH AMENDMENT TO LEASE AND OPERATING AGREEMENT BETWEEN BROWARD COUNTY AND KING OCEAN SERVICE DE VENEZUELA, S.A. AND KING OCEAN SERVICES, LTD. 200866-006 SIXTH AMENDMENT TO LEASE AND OPERATING AGREEMENT This is a Sixth Amendment, made and entered into by and between: BROWARD COUNTY, a political subdivision of the state of Florida, hereinafter referred to as "Lessor," and KING OCEAN SERVICE DE VENEZUELA, S.A., a Venezuelan corporation, authorized to transact business in the state of Florida, hereinafter referred to as "Lessee." and KING OCEAN SERVICES, LTD., a Grand Cayman corporation, authorized to transact business in the state of Florida, hereinafter referred to as "Guarantor." WIT N E SSE T H: WHEREAS, Lessor and Lessee entered into a certain Lease and Operating Agreement in June, 1994 and Lessor and Lessee executed a First Amendment to Lease and Operating Agreement dated December 8, 1998, a Second Amendment to Lease and Operating Agreement dated February 12, 2002, a Third Amendment to Lease and Operating Agreement dated June 26, 2003, a Fourth Amendment to Lease and Operating Agreement dated September 14, 2004, and a Fifth Amendment to Lease and Operating Agreement dated June 28, 2005, hereinafter collectively referred to as "Lease", for approximately 22.84 acres of land in Port Everglades, Broward County, Florida to be used as a container terminal; and WHEREAS, the parties hereto are desirous to further amend the Lease to provide for Lessee's relocation from its existing container terminal facility at Midport to Southport, Port Everglades and extend the Lease term for an additional one (1) year period; and WHEREAS, Lessor has determined that Lessee's relocation to Southport, Port Everglades is in the best interests of Broward County, 200866-006 NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Paragraph 1 of the Lease, entitled DEMISE, is hereby amended to read as follows: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor on the terms and conditions hereinafter set forth the land consisting of ~22.84 acres MGb of improved container yard facility located at "Southport" Port Everglades, Broward County, Florida a-A4-as described oo-in Revised Exhibit A attached hereto and made a part hereof (hereafter hereinafter referred to as the "Demised Premises"). Lessee shall quit and surrender peaceably to Lessor the real property it occupies at "Midport" and take possession and occupy the Demised Premises described in Revised Exhibit A attached hereto and made a part hereof on or before October 1,2008. 2. Paragraph 2 of the Lease entitled TERM, is hereby amended to read as follows: The term of this Lease shall be for a period of five (5) years, beginning on June 15, 1999 and ending on June 14,2004, unless sooner terminated under this Lease. Lessee, as of the date of Lessor's execution of the Third Amendment to Lease, has exercised its right and obligation to the second and final five (5) year option period thereby extending the Lease term hereof through June 14, 2009, unless sooner terminated as provided herein. The Parties hereto acknowledge and agree that the Lease term hereof is hereby extended until June 14, 2010, unless sooner terminated as provided herein. 3. Paragraph 10 of the Lease entitled IMPROVEMENTS, Subparagraph B, is hereby amended to read as follows: 10. IMPROVEMENTS A. General B. Lessor's Improvements 2 200866-006 Lessor agrees that it will, at its own cost and expense, purchase and install any required security perimeter fencing to the Demised Premises. 4. All other terms and conditions of the Lease not inconsistent herewith remain in full force and effect and are to be performed at the level specified in the Lease. 5. Guarantor, King Ocean Services, Ltd., a Grand Cayman corporation, authorized to transact business in the state of Florida, reaffirms its guaranty under Paragraph 33 of the Lease and further covenants and agrees that its guaranty shall remain and continue in full force and effect as to any future renewal, extension, amendment or modification of the Lease. 6. This Sixth Amendment to Agreement is hereby made a part of the Lease. [THIS SPACE LEFT BLANK INTENTIONALLY] 3 1 ; ''§ ",~ 1I.~ ; l .; ~ '.l'; ',I ',. , ' t j I~ 200866-006 IN WITNESS WHEREOF, the parties have made and executed this Sixth Amendment to Lease and Operating Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and .!!Irough ~ Vice Mayor, authorized to execute same by Board action on the'})) day of ,2008, KING OCEAN SERVICE DE VENEZUELA, S.A., signing by and through its :P1fYl...f?VJ\-..--, duly authorized to execute same and KING OCEAN SERVICES, LTD., signing by and through its , duly authorized to execute same. Lessor: ATTEST: BROWARD COUNTY, by and through its Board of County Commi ioners 'tNBroward County Administrat ,; as Ex-officio Clerk of the Brow ~d C Board of County Commissio 'eF' I!, /: t(. ~ () I 1< IL . IJl!m~:tf:~~;-I@.._ t1t .tOlm .\~".r,-p-:.~----"---lo<':----"-"'-F-------=="""""---=-t~ )-. \ f;. ' ~.. y ... U'i ~ .-l ~ ~ '~'~~~'~~aYOf~ ......_ " -a., g ..... g Si \, o~; ... ("A::J ,.( . ,.l-Ji,•••' ~\li t. ;~. .~ n ,2008 ~ .. _ r::\\\ W ii.,f'·.JI ,. Approved as to Insurance Requirements by RISK MANAGEMENT DIVISION Approved as to form by Office of County Attorney Broward County, Florida JEFFREY J. NEWTON, County Attorney 1850 Eller Drive, Suite 502 Fort Lauderdale, Florida 33316 Telephone: (954) 523-3404 Telecopier: (954) 523-2613 By: Senior Assistant County Attorney Russe~~,s:@l!OS) RJM:wg Rev. 08/01/08 KingOcean.amd6.doc #3341 4 200866-006 SIXTH AMENDMENT TO LEASE AND OPERATING AGREEMENT ETWEEN BROWARD COUNTY, KING OCEAN SERVICE DE VENEZUELA, S.A. AND KING OCEAN SERVICES, LTD. Lessee: KING OCEAN SERVICE OE VENEZUELA, S.A., a Venezuelan corporation, authorized to transact business in the state of Florida, -.a ATTEST: Attorney in Fact Car los Per d'o mo ~x>x~~~~~~w~ BY~ __ :p.e E.JAvC~G:>roee Title:--J2',redn( (Print) (Print Name of Pres.Nice Pres.) (CORPORATE SEAL) ~ day of ~I'et: ,2008 (Signature) ATTEST: Guarantor: KING OCEAN SERVICES, LTO., a Grand Cayman corporation, authorized to transact business in the state of :~---(Print Name of Pres.Nice Pres.) (CORPORATE SEAL) ;bc:J F.t:b,CQe.b ~ _ Title:~ (Print) ~ day of ~'------ _' 2008 _ (Signature) 5 I"! 1;1; ;-"'l 0.-" .. 200866-006 REVISED EXHIBIT "A" DEMISED PREMISES REVISED EXHIBIT A LEGAL DE:SCRIPnON: A PORnON OF PARCEL 'A' PORT EVERGLADES PLAT No. 11, AS RECORDED IN PLAT BOOK 144, PAGE 4, OF THE PUBUC RECORDS OF BROWARD COUNTY, flORIDA, LYING IN THE WEST HALF (W.1/2) OF S£CnON 25 AND THE EAST HALF (E.1/2) OF SECnON 26, TOWNSHIP 50 SOUTH, RANGE 42 EAST. BEING MORE PARnCULARLY DESCRIBED AS FOLLOWS; SKETCH OF DESCRIPTION POINT OF COMMENCEMENT N.W. CORNER PARCEL 'A' PORT EVERGLADES PLAT No. 11 p.a. 144, PG, 4, a.C.R. ! SAID PARCEL OF LAND CONTAINS 99J,167.$ SQUARe FEET OR 22.8 ACReS MORe OR LESS. \1 I :g ~ :J~ v.£ST LINE PARCEL" A" ::ii:: .... ­ 19.7.:1' N87'33'2S'E l I CONCRETE RETAINING WALL S89'35'23"E 617.63' til ",0 ~ • COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 'A' PORT EVERGLADES PLAT No. 11: THENCE SOUTH 02'26'37' EAST, ALONG THE WEST UNE OF SAID PARCEl 'A' AND BEING THE EAST RIGHT-OF-WAY OF MciNTOSH ROAD AS RECORDED IN omCIAL RECORD BOOK JJ6$, PAGE 609, OF THE PUBUC RECORDS OF BROWARD COUNTY flORIDA. FOR A DISTANCE OF 1247.Jl FEET; THENCE NORTH 87'JJ'2J' EAST, A DISTANCE OF 19.7J FEET, TO A POINT ON THE SOUTHERLY FACE OF AN EXISnNG CONCRETE RETAINING WALl. AND BEING THE POINT OF BEGINNING OF THIS DESCRIPnON, THE FOLLOWING THREE COURSES AND DISTANCES ARE ALONG THE SOUTH FACE OF SAID EXISnNG CONCRETE RETAINING WALl; (1) THENCE SOUTH 62'55'5' EAST, A DISTANCe OF 249.52 FEF:T; (2) THeNCe SOUTH 8n5$'29' eAST, A DISTANCF: OF 42.76 FeET; (3) THENCe SOUTH 89'35'2J' eAST, A DISTANCe OF 617.6J FEET TO THE NORTHWEST CORNeR OF AN EXISnNG ASSIGNED 5 ACRE GRID, THE FOllOWING THREE COURSES AND DISTANCES ARE ALONG THE WESTERLY, SOUTHERLY AND EASTERLY BOUNDARY LINE OF SAID 5 ACRE GRID; (1) THeNCF: SOUTH DD'OI'Jl' eAST, A DISTANCe OF 249.99 FeeT; (2) THeNCe SOUTH 89'$I'J9' eAST. A DISTANCe OF 884.88 FeET; (J) THeNCe NORTH 00'$7'41' WEST, A DiSTANCe OF 99.6$ FEET, THE FOllOWING FOUR COURSES AND DISTANCES ARE ALONG AN E)(lSnNG CHAIN UNK FENCE: (1) THeNCe NORTH 89'15'06' EAST, A DISTANCE OF 751..38 FEET; (2) THENCE SOUTH 00'21'6' EAST, A DISTANCE OF 50.20 FEET; (J) THENCE NORTH 87'56'08' EAST, A DISTANCE OF 40.29 FEET; (4) THENCE SOUTH 00'SJ'42' WEST, A DISTANCE OF J46.51 FEET TO THE NORTHeAST CORNER OF AN eX/snNG ASSIGNED 11 ACRe GRID, THe FOLLOWING TWO COURSF:S AND DISTANCeS ARE ALONG THe NORTHeRLY AND WESTERLY BOUNDARY UNe OF SAID 11 ACRe GRID; (1) NORTH 88'58'24' WEST, A DISTANCE OF 1072.9/ FEET; (2) THeNCF: SOUTH 00'56'20' WEST, A DISTANCe OF 219.71 FeET; THeNCE NORTH 88'58'24' WEST, A DISTANCe OF 876.82 FEET TO A POINT ON THe EASTERLY BOUNDARY UNe OF AN EXISnNG ASSlGNF:D 8.47 ACRE GRID, THE FOllOWING TWO CDURSF:S AND DISTANCeS ARE ALONG AN EXISnNG CHAIN LINK FeNCe AND ALONG THe eASTERLY AND NORTHeRLY 80UNDARY UNe OF SAID 8.47 ACRe GRID; (I) THeNCF: NORTH 00'$2'49' eAST, A DISTANCe OF 54J.70 FeET TO THe NORTHeAST CORNeR OF SAID 8.47 ACRe GRID; (2) THeNCE SOUTH 89'57'2' WEST, A DISTANCe OF 604.10 FeET; THENCe NORTH 02'26'J7' WEST ALONG A liNe 10 FeET EAST OF AND PARAllF:L WITH THE SAID EAST RIGHT-OF-WAY UNE OF MciNTOSH ROAD, A DISTANCe OF 261.66 FEET; THeNCe NORTH 10'49'$7' EAST, A DISTANCe OF 42.11 FEET TO THE POINT OF BeGINNING. N10'49'57'E 42.11' PARCEl. "A" PORT EVERGLADES PLAT No. 11 p.a. 144, PG. 4, a.c.R. BERTH 30 ~ I 604.10' ~:3 5 AC. ASSI GN ED GRID C:;;AQ~7·1?·W Co~ o~ ", ~ 0,0 -$. ~ i\ LEASE TO KING OCEAN ~": I"~ all) ~ 993,167.5 SQ. FT. DR 22.B AC. MORE OR LESS " a ~I z c z I; 1072.9" N88'58'24"W ", 8.47 AC. ASSIGNED GRID ~ !l. z ~l 876.82' N88'S8'24"W PARCEL 'A' PORT EVERGLADES PLAT No. " P.B. 144, PG. 4, a.C.R. ~ ;;; ~~ .... '" C]i