Exhibit 10.9


 


FIRST AMENDMENT TO OFFICE LEASE


 


THIS FIRST AMENDMENT TO OFFICE 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
Office Lease effective as of June 1, 2005 (the “Lease”),
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. 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 2C of
the Lease is modified to read as follows:


 


“2C. 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
more 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. Conditions to
exercising any option to renew this Lease shall be (i) Tenant shall not be
in default in the performance of any terms, covenants, or conditions of this
Lease, and (ii) Tenant shall have exercised its option to renew and extend
the term of that certain Industrial Lease between the parties hereto dated as
of July 13, 2004, covering premises known as Building No. 2 of the
Project (the “Building No. 2 Lease”) pursuant to Subsection 2C
therein. All terms and conditions of this Lease shall be applicable to the
Option Period referred to in this Subsection 2C. For clarification,
the Term of this Lease and the term of the Building No. 2 Lease shall be
coterminous: that is, the Term of this Lease shall be the same as the term of
the Building No. 2 Lease. For further clarification, for the Tenant to
exercise its option to renew and extend this Lease under Section 2C above,
the Tenant shall have also exercised its option to renew for the same 5-year
period pursuant to Section 2C of the Building No. 2 Lease, and if the
Building No. 2 Lease expires or terminates, this Lease shall also 


 


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expire and terminate at the same time. (See also, cross-default
provision in Section 20 of the Lease.)”


 


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


 


“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 12B(i) of
the Lease is modified to read as follows:


 


“B(i) 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 


 


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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 12B(i), and the Tenant
shall 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 all 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/ Michael
  Durski

  
	
   

  	
   

  
	
   

  	
  Its: 

  	
  CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FORCE PROTECTION,
  INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Raymond
  Pollard

  
	
   

  	
   

  
	
   

  	
  Its: 

  	
  COO

  



 


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