Exhibit 10.3


 


[JPMORGAN CHASE LETTERHEAD]


 


November 16,
2007


 


Dynamic Materials Corporation


 


Credit Agreement dated November 16, 2007, by and among
Dynamic Materials Corporation, (“US Borrower”), Dynamic Materials Luxembourg 2 S.à r.l., (“Euro Borrower” and together with
US Borrower, the “Borrowers”), the Guarantors listed therein, the
Lenders listed therein, JPMorgan Chase Bank, N.A., as Administrative Agent for
the Revolving Credit Lenders and the Term Lenders (“US Agent”),
J.P. Morgan Europe Limited, as Administrative Agent for the Euro Revolving
Credit Lenders and the Euro Term Lenders (“Euro Agent”) and JPMorgan
Securities Inc., as Sole Bookrunner and Lead Arranger (the “Credit Agreement”).


 


Ladies and Gentlemen:


 


Capitalized terms used
herein and not otherwise defined shall have the meanings given in the Credit
Agreement. The US Agent is willing to postpone completion of certain of the
closing conditions required under the Credit Agreement listed on Exhibit A
attached to this letter (the “Post Closing Conditions”) on the following
terms and conditions:


 


By execution
and delivery of this letter, Borrowers represent, warrant, covenant and agree
with the US Agent that the Post Closing Conditions (in form and substance
satisfactory to the US Agent in its sole discretion) will be satisfied within
the respective periods of time set forth on Exhibit A attached hereto. Borrowers
further agree that upon their failure or refusal to satisfy any of the Post Closing
Conditions within said respective time periods, the Lenders shall have no
obligation to make Advances under the Commitments (, and such failure or
refusal shall constitute an Event of Default under the Credit Agreement, and
the US Agent and Euro Agent will be entitled to exercise their remedies under
the Credit Agreement with respect thereto.


 


This document will be
governed by the laws of the State of New York.


 


[Signature Page Follows]


 

















 


	
   

  	
  Sincerely,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brennon J. Crist

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DYNAMIC MATERIALS CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/
  Richard A. Santa

  	
   

  
	
  Name:

  	
  Richard
  A. Santa

  	
   

  
	
  Title:

  	
  Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DYNAMIC MATERIALS LUXEMBOURG 2 S.À R.L.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/
  Yvon Cariou

  	
   

  
	
  Name:

  	
  Yvon
  Cariou

  	
   

  
	
  Title:

  	
  Chief
  Executive Officer

  	
   

  
								



 


 


[Signature Page to Post
Closing Agreement]


 

















 


EXHIBIT A


 


	
  UNDELIVERED ITEM

  	
   

  	
  DELIVERY TIME-FRAME

  
	
  1) US Borrower shall deliver an
  executed Open-End Leasehold Mortgage, Assignment of Leases and Rents,
  Security Agreement and Fixture Filing for the Dunbar Mine Facility, Ohio Pyle Road, Rural Road 2, Fayette County in
  the Commonwealth of Pennsylvania.

  	
   

  	
  60 Days

  
	
   

  	
   

  	
   

  
	
  2) US Borrower shall deliver a Pro
  Forma Mortgagee’s Title Policy showing no liens, with the exception of
  Permitted Liens, and indicating US Borrower is the owner of the leasehold
  estate in the Dunbar Mine Facility (more particularly described in 1).

  	
   

  	
  60 Days

  
	
   

  	
   

  	
   

  
	
  3) US Borrower shall deliver an
  executed Open-End Mortgage, Assignment of Leases and Rents, Security
  Agreement and Fixture Filing for the property located at 1138 Industrial Park
  Drive, Mt. Braddock, Fayette County in the Commonwealth of Pennsylvania.

  	
   

  	
  60 Days

  
	
   

  	
   

  	
   

  
	
  4) US Borrower shall deliver a Pro
  Forma Mortgagee’s Title Policy showing no liens, with the exception of
  Permitted Liens, and indicating US Borrower is fee owner for the property at
  1138 Industrial Park Drive (more particularly described in 3).

  	
   

  	
  60 Days

  
	
   

  	
   

  	
   

  
	
  5) US Borrower shall deliver a
  legal opinion from local Pennsylvania counsel as to enforceability and other
  matters reasonably required by US Agent covering the leasehold mortgage and
  fee mortgage described in items 1 and 3 above.

  	
   

  	
  60 Days

  



 

















 


	
  UNDELIVERED ITEM

  	
   

  	
  DELIVERY TIME-FRAME

  
	
  6) US Borrower shall deliver the
  German share pledge documents evidencing pledges of all of the Equity Interests
  in Blitz F07-dreihundert-vierzehn GmbH (in the future: DYNAenergetics Holding
  GmbH), fully executed in the form agreed.

  	
   

  	
  No later than Noon, Eastern Standard Time on
  November 16, 2007