EX-10.1.10







Exhibit 10.1.10




EIGHTH AMENDING AGREEMENT

TO THE CERAMIC PROTECTION CORPORATION

CREDIT AGREEMENT

DATED SEPTEMBER 21, 2004




     THIS EIGHTH AMENDING AGREEMENT is made effective as of July 31, 2008,



BETWEEN:




CERAMIC PROTECTION CORPORATION

(the “Borrower”)




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CANADIAN IMPERIAL BANK OF COMMERCE

(“CIBC”)




PREAMBLE:





	A.	 	Pursuant to the Credit Agreement dated September 21, 2004, as amended by the First Amending
Agreement dated May 25, 2006, the Second Amending Agreement dated March 8, 2007, the Third
Amending Agreement dated September 12, 2007, the Fourth Amending Agreement dated November 14,
2007, the Fifth Amending Agreement dated January 4, 2008, and the Sixth Amending Agreement
dated April 11, 2008, the Seventh Amending Agreement dated June 30, 2008, and the extension
letter dated July 16, 2008, between the Borrower and CIBC (as amended, the “Credit
Agreement”), CIBC agreed to provide to the Borrower, inter alia, the Credit Facilities.
	 
	B.	 	The parties hereto wish to amend the Credit Agreement on the terms and conditions herein
provided.





AGREEMENT:




     In consideration of the premises, the covenants and the agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged
between the parties, the parties hereto agree as follows:




	1.	 	Definitions. Capitalized terms used in this Eighth Amending Agreement will, unless
otherwise defined herein, have the meanings attributed to such terms in the Credit Agreement,
as amended hereby.
	 
	2.	 	Amendment Date. Unless otherwise indicated, the amendments contained herein shall be
effective as of the date of this Eighth Amending Agreement (the “Amendment Date”).
	 
	3.	 	Amendments. Subject to completion of the deliveries set out in Section 6 below and
effective as of the Amendment Date, the Credit Agreement is amended as follows:





 









 





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	 	(a)	 	Section 4.1(C) of the Credit Agreement is hereby deleted in its entirety.
	 
	 	(b)	 	Section 16.1(s) of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:






	 	“(s) 	 	Failure to Secure Takeout Financing. If the Borrower
fails to provide the Agent by August 8, 2008 with (i) a final inventory
appraisal report prepared by Great American Group (“GAG”), and (ii) a copy of a
firm commitment letter for the provision of a takeout financing of the Borrower
in an amount no less than all of the current obligations owing under the Credit
Agreement to be drawn down on or before August 29, 2008, or if at any time the
Borrower becomes aware that such commitment letter will not be obtained by
August 8, 2008 or such takeout financing will not be available to be drawn down
on or before August 29, 2008.”






	 	(c)	 	Each of the references to “July 25, 2008” in Section 16.1(t) of the Credit
Agreement is hereby deleted and replaced with “August 8, 2008”.
	 
	 	(d)	 	The definition of “Revolving Loan Termination Date” in Schedule A to the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
	 
	 	 	 	““Revolving Loan Termination Date” means August 29, 2008.”
	 
	 	(e)	 	Any formatting, cross-referencing or other changes that are required to be made
in the Credit Agreement as a result of the amendments in this Eighth Amending Agreement
are hereby agreed to be made and the Credit Agreement, as amended by this Eighth
Amending Agreement, shall be read as if such changes have been made.






	4.	 	Waiver. Subject to completion of the deliveries set out in Section 6 below, the
Agent and Lenders hereby waive compliance with Section 14.2(a) of the Credit Agreement for the
period ending June 30, 2008.
	 
	5.	 	Borrower’s Acknowledgement. The Borrower acknowledges that the Security previously
granted to CIBC by it under or in connection with the Credit Facilities, the Credit Agreement,
or otherwise, continues in full force and effect, without in any way impairing or derogating
from any of the mortgages, pledges, charges, assignments, security interests and covenants
therein contained or thereby constituted, as continuing security for the Indebtedness under
the Credit Agreement and any other indebtedness from time to time owed by the Borrower to
CIBC.
	 
	6.	 	Deliveries by the Borrower. The Borrower shall deliver or cause to be delivered to
CIBC the following items, and this Eighth Amending Agreement is only effective upon the
receipt thereof by CIBC:






	 	(a)	 	a fully executed copy of this Eighth Amending Agreement;





 









 





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	 	(b)	 	payment of an amendment fee of $100,000 and all other fees and expenses payable
to CIBC and the Lenders under the Credit Agreement; and
	 
	 	(c)	 	such other documents as CIBC may reasonably request.






	7.	 	Representations and Warranties. The Borrower agrees with and confirms to CIBC that
as of the Amendment Date and after giving effect to the waivers and amendments contained
herein, each of the representations and warranties listed in Section 13.1 of the Credit
Agreement is true and accurate in all material respects.
	 
	8.	 	Continuing Effect. Each of the parties hereto acknowledges and agrees that the
Credit Agreement, as amended by this Eighth Amending Agreement, and all other documents
entered into in connection therewith, will be and continue in full force and effect and are
hereby confirmed and the rights and obligations of all parties thereunder will not be effected
or prejudiced in any manner except as specifically provided herein.
	 
	9.	 	Further Assurance. The Borrower will from time to time forthwith at CIBC’s request
and at the Borrower’s own cost and expense make, execute and deliver, or cause to be done,
made, executed and delivered, all such further documents, financing statements, assignments,
acts, matters and things which may be reasonably required by CIBC and as are consistent with
the intention of the parties as evidenced herein, with respect to all matters arising under
this Eighth Amending Agreement.
	 
	10.	 	Expenses. The Borrower will be liable for all expenses of CIBC including, without
limitation, reasonable legal fees (on a solicitor and his own client full indemnity basis) and
other out-of-pocket expenses in connection with the negotiation, preparation, establishment,
operation or enforcement of the Facilities and of this Eighth Amending Agreement (whether or
not consummated) by CIBC.
	 
	11.	 	Counterparts. This Eighth Amending Agreement may be executed in any number of
counterparts (including by facsimile transmission), each of which when executed and delivered
will be deemed to be an original, but all of which when taken together constitutes one and the
same instrument. Any party hereto may execute this Eighth Amending Agreement by signing any
counterpart.




 









 












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     IN WITNESS WHEREOF, the parties hereto have caused this Eighth Amending Agreement to be duly
executed by their respective authorized officers as of the date and year first above written.



	 	 	 	 	 	 	 	 	 
	CERAMIC PROTECTION
CORPORATION	 	 	 	CANADIAN IMPERIAL BANK OF
COMMERCE
	 
	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Stephen Giordanella	 	 	 	Per:
	 	/s/ Craig Werbicki
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella	 	 	 	Name:
	 	Craig Werbicki
	Title:

	 	Director	 	 	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Larry Moeller	 	 	 	Per:
	 	/s/ Sean Hynes
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Larry Moeller	 	 	 	Name:
	 	Sean Hynes
	Title:

	 	Director	 	 	 	Title:
	 	Authorized Signatory






 









 





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     THIS EIGHTH AMENDING AGREEMENT is consented to by each of the Material Subsidiaries of the
Borrower, as guarantors, who confirm that each of their respective guarantees continue to support
the obligations of the Borrower under the Credit Agreement, as amended by this Eighth Amending
Agreement, as duly indicated below.



     EFFECTIVE as of the date and year first noted above.



	 	 	 	 	 	 	 	 	 
	CERAMIC PROTECTION

CORPORATION OF AMERICA	 	 	 	CPC HOLDING CORPORATION OF
AMERICA
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen Giordanella	 	 	 	By:	 	/s/ Stephen Giordanella
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	 Stephen Giordanella	 	 	 	Name:	 	Stephen Giordanella
	Title:

	 	Director	 	 	 	Title:	 	Director
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Larry Moeller	 	 	 	By:	 	/s/ Larry Moeller
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	 Larry Moeller	 	 	 	Name:	 	 Larry Moeller
	Title:

	 	Director	 	 	 	Title:	 	Director
	 
	 	 	 	 	 	 	 	 
	PROTECTIVE PRODUCTS
INTERNATIONAL CORP.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Stephen Giordanella	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:
	 	Stephen Giordanella	 	 	 	 	 	 
	Title:
	 	Director	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Larry Moeller	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:
	 	 Larry Moeller	 	 	 	 	 	 
	Title:
	 	Director