EX-10.1.13






Exhibit 10.1.13




	 	 	 
	

	 	9th Floor
Bunkers Hall East

855-2nd Street SW

Calgary, AB, T2P2P2






September 30, 2008




Protective Products of America, Inc.

1649 Northwest 136th Avenue

Sunrise, Florida

33323





	Re: 	 	 Credit Agreement dated September 21, 2004 between Ceramic Protection Corporation (now
Protective Products of America, Inc., the “Borrower”) and Canadian Imperial Bank of Commerce
(“CIBC”), 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,
the Sixth Amending Agreement dated April 11, 2008, the Seventh Amending Agreement dated June
30, 2008, the extension of deliveries letter dated July 16, 2008, the Eighth Amending Agreement
dated July 31, 2008, the extension of deliveries letter dated August 8,2008 the extension of
deliveries letter dated August 15, 2008 and the extension of deliveries letter dated August
25, 2008 (as amended, the “Credit Agreement”).





Dear Sirs:



CIBC, as Agent under the Credit Agreement, hereby offers to the Borrower to amend certain Sections
of the Credit Agreement. In furtherance of the foregoing, the Credit Agreement will be amended
by:





	1.	 	Effective as of August 29, 2008, deleting each of the references to “August 29, 2008” in
Section 16.1(s) of the Credit Agreement and replacing them with “October 17, 2008”,
	 
	2.	 	Effective as of September 30, 2008;






	 	(a)	 	Deleting the reference to “Cdn. $15,000,000” in the definition of “Revolving
Loan Commitment Amount” in Schedule A to the Credit Agreement and replacing it with
“Cdn. $13,000,000”.
	 
	 	(b)	 	Deleting the table under the heading “Extendible Revolving Loan” in Schedule
B to the Credit Agreement in its entirety and replacing it with the following:





Ian MacInnis, Senior Director and Team
Lead Diversified Services

| ( 403 221 5336 | 403 221 5779 | Ian.MacInnis@cibc.com




 









 








	 	 	 
	LENDER

	 	INDIVIDUAL REVOLVING LOAN

COMMITMENT AMOUNT
	Canadian Imperial Bank of Commerce

	 	Cdn. $13,000,000





Kindly provide your acceptance of this offer by signing this letter where indicated and either
faxing or emailing us a signed copy at your earliest convenience, but in any event no later than
the close of business on September 30, 2008.



If you require  further information, please do not hesitate to contact the writer,




Regards,




	 	 	 	 	 
	CANADIAN IMPERIAL BANK OF COMMERCE, as Agent
	 	 	 	 
	 
	/s/ Ian MacInnis
	 	 	 	 
	 	 	 	 	 
	Accepted effective the 30th day of September, 2008
	 	 	 	 






	 	 	 	 	 
	 	PROTECTIVE PRODUCTS OF AMERICA, INC.

 	 
	 

	 	Per:	/s/ Stephen Giordanella
 	 
	 	Name:  	Stephen Giordanella 	 
	 	Title:  	Chief Executive officer 	 
	 
	 	 	 
	 	Per:	/s/ Larry Moeller
 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



Acknowledged and consented to effective the 30th day of September, 2008




	 	 	 	 	 	 	 	 	 	 	 
	CERAMIC PROTECTION CORPORATION OF 

AMERICA	 	 	 	CPC HOLDING CORPORATION OF AMERICA	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per: 

Name:

	 	/s/ Stephen Giordanella
 

Stephen Giordanella
	 	 
	 	Per:

Name:
	 	/s/ Stephen Giordanella
 

Stephen Giordanella
	 	 
	Title:

	 	Chief Executive Officer
	 	 	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per: 

Name:

	 	/s/ Larry Moeller
 

 
	 	 
	 	Per:

Name:
	 	/s/ Larry Moeller
 

 
	 	 
	Title:

	 	 
	 	 	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	PROTECTIVE PRODUCTS INTERNATIONAL CORP.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per: 

Name:

	 	/s/ Stephen Giordanella
 

Stephen Giordanella
	 	 	 	 	 	 	 	 
	Title:

	 	Chief Executive Officer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per: 

Name:

	 	/s/ Larry Moeller
 

 

	Title: