Exhibit 10.11


 


FIRST AMENDMENT TO LEASE


 


THIS FIRST AMENDMENT TO LEASE (“Amendment”)
effective as of May 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 (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.


 


2.             At
the request of the Tenant, the Landlord has agreed to modify the term “Premises” by:


 


A.            Adding a total of 35,529 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)                                  468
square feet comprised of an area measuring approximately 13 feet times 36 feet
from the east end of the mezzanine located above D-Bay in Building No. 1
as shown on Exhibit A to this Amendment — to become a portion of
the Leased Area as of May 1, 2006;


 


(2)                                  2,301
square feet comprised of an area measuring approximately 39 feet times 59 feet
at the southeast corner of C-Bay in Building No. 1 as shown on Exhibit B
to this Amendment — to become a portion of the Leased Area as of May 1,
2006;


 


(3)                                  32,760
square feet of floor area (not including mezzanine areas) of D-Bay of Building No. 1
as follows:


 


(a)                                  9,360
square feet comprising an area measuring approximately 117 feet times 80 feet
and shown as Area #1 on Exhibit C to this Amendment — to become a
portion of the Leased Area as of May 1, 2006;


 


(b)                                 4,680
square feet comprising an area measuring approximately 117 feet times 40 feet
and shown as Area #2 on Exhibit C to this Amendment — to become a
portion of the Leased Area as of May 15, 2006;


 


(c)                                  4,680
square feet comprising an area measuring approximately 117 feet times 40 feet
and shown as Area #3 on Exhibit C to this 


 


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Amendment — to
become a portion of the Leased Area as of May 22, 2006;


 


(d)                                 4,680
square feet comprising an area measuring approximately 117 feet times 40 feet
and shown as Area #4 on Exhibit C to this Amendment — to become a
portion of the Leased Area as of May 30, 2006;


 


(e)                                  4,680
square feet comprising an area measuring approximately 117 feet times 40 feet
and shown as Area #5 on Exhibit C to this Amendment — to become a
portion of the Leased Area as of June 6, 2006; and


 


(f)                                    4,680
square feet comprising an area measuring approximately 117 feet times 40 feet
and shown as Area #6 on Exhibit C to this Amendment — to become a
portion of the Leased Area as of June 13, 2006;


 


For
clarification, once all the additional square footage referenced in subsections
(1) through (3) above have become added to and a part of the Leased
Area (and therefore the “Premises”) as
hereinabove provided, the total square footage of Leased Area shall total
61,709 square feet (26,180 square feet referenced in Clause (i) of
Paragraph 1A of the Lease, plus 35,529 square feet referenced above).


 


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 Bays B and C, but including the
non-exclusive use (to be shared with the Landlord and other tenants and
occupants of Building No. 1) of the radio controlled overhead/bridge crane
located above the floor area of Bay D (the “D-Crane”).


 


The D-Crane
shall be included within the definition of “Equipment” as
that term is defined in Paragraph 1A of the Lease.


 


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.


 


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:


 


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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 35,529 square feet according to Recital 2A above for a total square
footage of Leased Area in Building No. 1 of 61,709 square feet.


 


3.             Paragraph 1 (the
Premises), Section A, Clause (ii) of the Lease is modified
according to Recital 2B above.


 


4.             For avoidance of
doubt, the parties acknowledge and reaffirm Paragraph 1B of the Lease under
which the Landlord makes no representations or warranty as to the condition of
the Premises and the Tenant represents that Tenant has examined the physical
conditions of the 35,529 square feet to be added to the Leased Area according
to Paragraph 2 of this Amendment and the D-Crane and its radio-controller to be
added to the Equipment according to Paragraph 3 of this Amendment and has found
them satisfactory for all purposes hereof and the Tenant accepts the Leased
Area and D-Crane in their present condition, “As-Is.”


 


5.             Paragraph 3A (a) is
amended so that the entire subsection (a) shall read as follows:


 


(a)           For the Leased Area -


 


(i)                                   Beginning on the
Commencement Date through March 31, 2006 - no Base Rent shall be due.


 


(ii)                                From April 1, 2006
through June 30, 2006, the monthly Base Rent shall be $8,181.25 per month.


 


(iii)                             From July 1, 2006
through the remainder of the first Lease Year, the monthly Base Rent shall be
$19,284.06.


 


There will be no charge for Tenant’s non-exclusive use of the D-Crane
and associated controller in consideration for the Tenant agreeing to strictly
comply with the provisions of Paragraph 9C concerning the care and maintenance
of the Equipment, which Equipment, upon the execution of this Amendment, shall
include the D-Crane (along with the Booths, Compressors and associated
equipment listed on Exhibit A-1 to the Lease).


 


6.             Paragraph 9B of the
Lease (Care and Maintenance of the Leased Area) is amended by adding the
following to the existing Paragraph:


 


It shall also be the responsibility of the Tenant, at its sole cost and
expense to promptly, following the execution of this Amendment, to construct
and maintain a 10-foot high chain-link fence between the boundary of the floor
area leased by Tenant in C-Bay and D-Bay of Building No. 1 and the
remaining portion of such Bays — for the purpose of delineating the Leased
Areas in such Bays and for security purposes — to protect all machinery,
equipment and other items placed therein by the Tenant and according to
Paragraph 12B(ii) the parties reaffirm that the “Landlord shall not be
liable 


 


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for any damage to or loss of such property and chattels, regardless of
the cause of such damage or loss.”


 


7.             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.  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.


 


8.             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 5/15/06

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  FORCE PROTECTION INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gordon R. McGilton

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  CEO 5/3/06

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FORCE PROTECTION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond Pollard

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  COO 5/5/06

  
						



 


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