EXHIBIT 10.45
	 
	Amendment to Credit Agreement


 


This agreement is dated
as of May 4, 2012, by and between Mace Security International, Inc. (the "Borrower") and JPMorgan Chase Bank, N.A. (together
with its successors and assigns the "Bank"). The provisions of this agreement are effective on March 31, 2012
(the "Effective Date").


 


WHEREAS, the Borrower
and the Bank entered into a credit agreement dated October 31, 2006, as amended (if applicable) (the "Credit Agreement");
and


 


WHEREAS, the Borrower
has requested and the Bank has agreed to amend the Credit Agreement as set forth in this agreement;


 


NOW, THEREFORE,
in mutual consideration of the agreements contained herein and for other good and valuable consideration, the parties agree as
follows:


 


		1.	DEFINED TERMS. Capitalized terms used in this agreement shall have the same meanings as in the Credit Agreement, unless
otherwise defined in this agreement.



 


		2.	MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement
is hereby amended as follows:



 


2.1      From
and after the Effective Date, Section 4.5of the Credit Agreement is hereby amended and restated to read as follows:


 


4.5      Financial
Reports. Furnish to the Bank whatever information, statements, books and records the Bank may from time to time reasonably
request, including at a minimum:


 


A.        Within
sixty (60) days after each quarterly period, the consolidated financial statements of the Borrower and its Subsidiaries prepared
and presented in accordance with GAAP, including a balance sheet as of the end of that period, and income statement for that period,
and, if requested at any time by the Bank, statements of cash flow and retained earnings for that period, all certified as correct
by one of its authorized agents.


 


B.        Within
one hundred and twenty (120) days after and as of the end of each of its fiscal years, the consolidated financial statements of
the Borrower and its Subsidiaries prepared and presented in accordance with GAAP, including a balance sheet and statements of income,
cash flow and retained earnings, such financial statements to be audited by an independent certified public accountant of recognized
standing satisfactory to the Bank.


 


2.2      From
and after the Effective Date, Sections 5.2 B, 5.2 C, 5.2 E, 5.2 G, 5.2 L and 5.2 M, captioned, "Sale of Shares", "Debt",
"Liens", "Continuity of Operations", "Leverage Ratio" and "Capital Expenditures", respectively
are hereby deleted in their entirety.


 


		3.	RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and the Credit Agreement shall remain in full
force and effect as modified by this agreement.



 


		4.	BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that (a) the representations and warranties
contained in the Credit Agreement are true and correct in all material respects as of the date of this agreement, (b) no condition,
event, act or omission which could constitute a default or an event of default under the Credit Agreement, as modified by this
agreement, or any other Related Document exists, and (c) no condition, event, act or omission has occurred and is continuing that
with the giving of notice, or the passage of time or both, would constitute a default or an event of default under the Credit Agreement,
as modified by this agreement, or any other Related Document.



 


		5.	FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket disbursements incurred by the Bank in connection
with this agreement, including legal fees incurred by the Bank in the preparation, consummation, administration and enforcement
of this agreement.



 





		6.	EXECUTION AND DELIVERY. This agreement shall become effective only after it is fully executed by the Borrower and the
Bank.



 



    	 



    	 



    

 


		7.	ACKNOWLEDGEMENTS OF BORROWER / RELEASE. The Borrower acknowledges that as of the date of
this agreement it has no offsets with respect to all amounts owed by the Borrower to the Bank arising under or related to the Credit
Agreement, as modified by this agreement, or any other Related Document on or prior to the date of this agreement. The Borrower
fully, finally and forever releases and discharges the Bank, its successors and assigns and their respective directors, officers,
employees, agents and representatives (each a "Bank Party") from any and all claims, causes of action, debts,
demands and liabilities, of whatever kind or nature, in law or in equity, of the Borrower, whether now known or unknown to the
Borrower, which may have arisen in connection with the Credit Agreement or the actions or omissions of any Bank Party related to
the Credit Agreement on or prior to the date hereof. ("Claims"); provided, however, that the foregoing RELEASE
SHALL INCLUDE ALL CLAIMS ARISING OUT OF THE NEGLIGENCE OF ANY BANK PARTY, but not the gross negligence or willful misconduct
of any Bank Party. The Borrower acknowledges and agrees that this agreement is limited to the terms outlined above, and shall not
be construed as an agreement to change any other terms or provisions of the Credit Agreement. This agreement shall not establish
a course of dealing or be construed as evidence of any willingness on the Bank's part to grant other or future agreements, should
any be requested.



 


		8.	INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER. The Credit Agreement,
as modified by this agreement, and the other Related Documents contain the complete understanding and agreement of the Borrower
and the Bank in respect of the Credit Facilities and supersede all prior understandings and negotiations. If any one or more of
the obligations of the Borrower under this agreement or the Credit Agreement, as amended by this agreement, is invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining obligations of the Borrower shall
not in any way be affected or impaired, and the invalidity, illegality or unenforceability in one jurisdiction shall not affect
the validity, legality or enforceability of the obligations of the Borrower under this agreement, the Credit Agreement, as modified
by this agreement, or any other Related Document in any other jurisdiction. No provision of the Credit Agreement, as modified by
this agreement, or the other Related Documents, may be changed, discharged, supplemented, terminated, or waived except in a writing
signed by the party against whom it is being enforced.



 


		9.	Governing Law and Venue. This agreement shall be governed by and construed in accordance
with the laws of the State of Texas (without giving effect to its laws of conflicts). The Borrower agrees that any legal action
or proceeding with respect to any of its obligations under this agreement may be brought by the Bank in any state or federal court
located in the State of Texas, as the Bank in its sole discretion may elect. By the execution and delivery of this agreement, the
Borrower submits to and accepts, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction
of those courts. The Borrower waives any claim that the State of Texas is not a convenient forum or the proper venue for any such
suit, action or proceeding.



 


		10.	NOT A NOVATION. This agreement is a modification only and not a novation. Except as expressly
modified by this agreement, the Credit Agreement, any other Related Documents, and all the terms and conditions thereof, shall
be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered
attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor
of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted
as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby.
To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any
other Related Documents, the provisions of this agreement shall supersede and control. The Bank expressly reserves all rights against
all parties to the Credit Agreement and the other Related Documents.



 


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		11.	TIME IS OF THE ESSENCE. Time is of the essence under this agreement and in the performance of every term, covenant and
obligation contained herein.



 


THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT
OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



 


THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES. 


 


	 	Borrower:
	 	 
	 	Mace Security International, Inc.
	 	 	 
	 	By:	/s/ Gregory M. Krzemien	 	 
	 	 	Gregory M. Krzemien   	CFO	 
	 	 	Printed Name   	Title	 
	 	 
	 	Date Signed:  5/4/2012


 


	 	Bank:
	 	 
	 	JPMorgan Chase Bank, N.A.
	 	 	 
	 	By:	/s/David I. Shaw	 	 
	 	 	David I. Shaw  	Sr. V-P	 
	 	 	Printed Name   	Title	 
	 	 	 
	 	Date Signed: 5/10/2012