EXHIBIT 4.2
 


SECURED NOTE


 


	
  Note Principal: $6,500,000

  	
   

  	
  Issue Date: November 18, 2005

  



 


FOR VALUE RECEIVED,
FORCE PROTECTION, INC., (hereinafter called “Borrower”), hereby promises to pay
to LONGVIEW FUND, LP, 600 Montgomery Street, 44th Floor, San Francisco, CA
94111, Fax: (415) 981-5301  (the “Holder”)
or order, without demand, the sum of Six Million Five Hundred Thousand Dollars
($6,500,000), with simple interest, on February 18, 2006 (the “Maturity
Date”).


 


The following terms shall apply to this Note:


 


ARTICLE I


 


GENERAL PROVISIONS


 


1.1                                 Payment Grace
Period.  The Borrower shall have a
three (3) business day grace period to pay any monetary amounts due under
this Note.


 


1.2                                 Repayment.  The Principal of this Note and all sums due
in connection herewith shall be due and payable in full on the Maturity
Date.  This Note may be repaid at any
time without penalty.


 


1.3                                 Interest Rate.   Simple interest payable on the outstanding
Principal of this this Note shall accrue from and after the Maturity Date,
accelerated or otherwise, at the annual rate of twenty-four percent (24%), the
principal and remaining accrued but unpaid interest shall be due and payable.


 


ARTICLE II


 


EVENT
OF DEFAULT


 


The occurrence of any of the following events
of default (“Event of Default”) shall, at the option of the Holder hereof, make
all sums of principal and interest then remaining unpaid hereon and all other
amounts payable hereunder immediately due and payable, upon demand, without
presentment, or grace period, all of which hereby are expressly waived, except
as set forth below:


 


2.1                                 Failure to Pay
Principal or Interest.  The Borrower
fails to pay any installment of principal, interest or other sum due under this
Note when due and such failure continues for a period of three (3) business
days after the due date.  The three (3) business
day period described in this Section 2.1 is the same three (3) business
day period described in Section 1.1 hereof.


 


2.2                                 Breach of Covenant.  The Borrower breaches any material covenant
or other term or condition of the Security Agreement entered into in connection
with this Note or this Note in any material respect and such breach, if subject
to cure, continues for a period of three (3) business days after written
notice to the Borrower from the Holder.


 


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2.3                                 Breach of
Representations and Warranties.  Any
material representation or warranty of the Borrower made herein as of the date
hereof or any statement or certificate given in writing pursuant hereto or in
connection herewith shall be false or misleading in any material respect as of
the date made and such breach has a material adverse effect upon the Lender’s
rights under the Transaction Documents.


 


2.4                                 Receiver or Trustee.  The Borrower shall make an assignment for the
benefit of creditors, or apply for or consent to the appointment of a receiver
or trustee for Borrower for a substantial part of Borrower’s property or
business; or such receiver or trustee shall be involuntarily appointed and not
dismissed within forty-five days.


 


2.5                                 Judgments.  Any money judgment, writ or similar final
process shall be entered or filed against Borrower or any of Borrower’s
property or other assets for more than $100,000, and shall remain unpaid,
unvacated, unbonded or unstayed for a period of forty-five (45) days.


 


2.6                                 Bankruptcy.  Bankruptcy, insolvency, reorganization or
liquidation proceedings or other proceedings or relief under any bankruptcy law
or any law, or the issuance of any notice in relation to such event, for the
relief of debtors shall be instituted by or against the Borrower.


 


2.7                                 Cross Default.  A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the Borrower
and Holder are parties, or the occurrence of a material event of default under
any such other agreement which, if capable of cure, is not cured within three (3) business
days after written notice to the Borrower from the Holder.


 


2.8                                 Non-Payment.   A payment default by the Borrower under any
one or more obligations in an aggregate monetary amount in excess of $100,000
for more than twenty days after the due date, unless the Borrower is contesting
the validity of such obligation in good faith and has segregated funds equal to
the amount demanded.


 


ARTICLE III


 


SECURITY
INTEREST


 


3.                                       Security Interest/Waiver of Automatic Stay.  
This Note is secured by a security interest granted to the Collateral
Agent for the benefit of the Holder pursuant to a Security Agreement, as
delivered by Borrower to Holder.  The
Borrower acknowledges and agrees that should a proceeding under any bankruptcy
or insolvency law be commenced by or against the Borrower, or if any of the
Collateral (as defined in the Security Agreement) should become the subject of
any bankruptcy or insolvency proceeding, then the Holder should be entitled to,
among other relief to which the Holder may be entitled under the Transaction
Documents and any other agreement to which the Borrower and Holder are parties
(collectively, “Loan Documents”) and/or applicable law, an order from the court
granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362
to permit the Holder to exercise all of its rights and remedies pursuant to the
Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT
OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362.  FURTHERMORE, THE BORROWER EXPRESSLY
ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF
THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11
U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN
ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES
UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. 
The Borrower hereby consents to any motion for relief from stay that may
be filed by the Holder in any bankruptcy or insolvency proceeding initiated by
or against the Borrower and, further, agrees not to file any opposition to any
motion for relief from stay filed by the Holder.  The Borrower represents, acknowledges and
agrees that this provision is a specific and material aspect of the Loan
Documents, and that the Holder would not agree to the terms of the Loan
Documents if this waiver were not a part of this Note. The Borrower further
represents, acknowledges and agrees that this waiver is knowingly,
intelligently and voluntarily made, that neither the Holder nor any person
acting on behalf of the Holder has made any representations to induce this
waiver, that the Borrower has been represented (or has had the opportunity to
he represented) in the signing of this Note and the Loan Documents and in the
making of this waiver by independent legal counsel selected by the Borrower and
that the Borrower has discussed this waiver with counsel.


 


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ARTICLE IV


 


MISCELLANEOUS


 


4.1                                 Failure or
Indulgence Not Waiver.  No failure or
delay on the part of Holder hereof in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise
available.


 


4.2                                 Notices.  All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air
courier service with charges prepaid, or (iv) transmitted by hand
delivery, telegram, or facsimile, addressed as set forth below or to such other
address as such party shall have specified most recently by written
notice.  Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered
on a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of
mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall
be: (i) if to the Borrower to: Force Protection, Inc., 9801 Highway
78, #3, Ladson, SC 29456, telecopier: (843) 553-3832 with a copy by telecopier
only to: Amy Trombly, Esq., Trombly Business Law, 1320 Centre Street, Suite 202,
Newton Center, MA 02459, Fax: (617) 243-0066, and (ii) if to the Holder,
to the name, address and telecopy number set forth on the front page of
this Note, with a copy by telecopier only to Grushko & Mittman, P.C.,
551 Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number:
(212) 697-3575.


 


4.3                                 Amendment Provision.  The term “Note” and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.


 


4.4                                 Assignability.  This Note shall be binding upon the Borrower
and its successors and assigns, and shall inure to the benefit of the Holder
and its successors and assigns.


 


4.5                                 Cost of Collection.  If default is made in the payment of this
Note, Borrower shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys’ fees.


 


4.6                                 Governing Law.  This Note shall be governed by and construed
in accordance with the laws of the State of New York.  Any action brought by either party against
the other concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of New York or in the federal courts located
in the state of New York situated in New York County.  Both parties and the individual signing this
Agreement on behalf of the Borrower agree to submit to the jurisdiction of such
courts.  The prevailing party shall be
entitled to recover from the other party its reasonable attorney’s fees and
costs.


 


4.7                                 Maximum Payments.  Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law.  In the event that the rate of interest
required to be paid or other charges hereunder exceed the maximum permitted by
such law, any payments in excess of such maximum shall be credited against
amounts owed by the Borrower to the Holder and thus refunded to the Borrower.


 


4.8                                 Redemption.  This Note may not be redeemed or called
without the consent of the Holder except as described in Section 1.2.


 


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IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by an authorized officer
as of the 18th day of November, 2005.


 


	
   

  	
  FORCE PROTECTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gordon
  McGilton

  	
   

  
	
   

  	
   

  	
  Gordon
  McGilton

  
	
   

  	
   

  	
  Chief
  Executive Officer

  



 


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