Exhibit 10.7


 


FIRST AMENDMENT TO GROUND LEASE


 


THIS FIRST
AMENDMENT TO GROUND 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 Ground Lease
effective as of February 1, 2007 (the “Lease”),
the Landlord leased unto Tenant certain real property 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 by amending the first sentence 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.”


 


3.             Section 12B (General
Liability) of the Lease is modified by amending and restating the second
sentence thereof and adding a parenthetical sentence immediately thereafter as
follows:


 


“Such insurance policy will have limits of not less than Three Million
and No/100ths Dollars ($3,000,000) per occurrence, in respect to bodily injury
or death and not less than One Million and No/100ths 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 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.)


 


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4.             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 Agreement
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.


 


5.             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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