EX-10.1.6




Exhibit
10.1.6


FIFTH AMENDING AGREEMENT

TO THE CERAMIC PROTECTION CORPORATION

CREDIT AGREEMENT

DATED SEPTEMBER 21, 2004




THIS FIFTH AMENDING AGREEMENT is made effective as of January 4, 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, and the Fourth Amending Agreement dated November
14, 2007, between the Borrower and CIBC (collectively, 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 Fifth 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 Fifth 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:






	 	(a)	 	Section 3.6(b)(ii)(B) of the Credit Agreement shall be deleted and
replaced with the following:




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	 	 	 	“(B) Scheduled U.S. Principal Repayments. Beginning on August 1, 2006, and
quarterly thereafter on each November 1, February 1, May 1 and August 1, until and
including November 1, 2007, the Borrower shall make quarterly principal repayments of the
U.S. Term Loan in the amount of U.S. $2,000,000.”






	 	(b)	 	A new Section 3.8(e) is hereby added to the Credit Agreement as follows:



“3.8(e) As a further mandatory prepayment of the Aggregate Principal Amount under the Term
Loan and/or the U.S. Term Loan (in inverse order of maturity), the Borrower shall pay to
the Agent on behalf of the Lenders $5,000,000 on or
before March 7, 2008.”
	 
	 	(c)	 	The table immediately following Section 3.11(a)(v) of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:





January 4, 2008 to January 31, 2008




	 	 	 	 	 
	Prime/US Base Rate	 	Commercial	 	 
	Margin	 	Letters of Credit	 	Standby Fee
	300 bps
	 	300 bps
	 	40 bps







	 	(d)	 	The table immediately following 3.11(b)(iv) shall be deleted and replaced with the
following:





January 4, 2008 to January 31, 2008




Prime/US Base Rate Margin




350 bps





	 	(e)	 	As at February 1, 2008, the Prime/US Base Rate Margins and the Commercial Letters of Credit
Margin in the tables immediately following Sections 3.11(a)(v) and 3.11(b)(iv) shall increase
by 50 bps to 350 bps and 400 bps respectively.
	 
	 	(f)	 	As at March 1, 2008, the Prime/US Base Rate Margins and the Commercial Letters of Credit
Margin in the tables immediately following Sections 3.11(a)(v) and 3.11(b)(iv) shall further
increase by 50 bps to 400 bps and 450 bps respectively.
	 
	 	(g)	 	A new Section 3.1l(f) is hereby added to the Credit Agreement as follows:
	 
	 	 	 	“3.11(f) U.S Base Rate and Canadian Prime Rate Loans. Notwithstanding
anything else contained herein, Advances made under the Extendible Revolving




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	 	 	 	Loan, the Term Loan, and the U.S. Term Loan shall only be by Canadian Prime Rate Loan or
U.S. Base Rate Loan.”
	 
	 	(h)	 	Section 14.1(j) of the Credit Agreement is hereby amended by deleting the “.” and
adding the following at the end thereof:
	 
	 	 	 	“, and will provide the Agent with updates satisfactory to the Agent acting reasonably on
its process, prospects, terms, and the prospective parties through which the Borrower
intends to refinance the Indebtedness hereunder.”
	 
	 	(i)	 	Section 14.1(l) of the Credit Agreement is hereby amended by deleting the “.” and
adding the following at the end thereof:
	 
	 	 	 	“, until the Debt to EBITDA Ratio is less than 2.00 to 1.00, after which time the Borrower
will furnish to the Lender a Borrowing Base Certificate on the last day of every month.”
	 
	 	(j)	 	A new Section 14.1(y) is hereby added to the Credit Agreement as follows:
	 
	 	 	 	“(y) The Borrower will complete and provide the Agent with evidence satisfactory to the
Agent acting reasonably that:






(i) the prospectus in connection with an issuance of new equity or Subordinated Debt (on
terms satisfactory to the Agent in its sole discretion) with net proceeds to the Borrower
equal to or greater than $10,000,000, was filed on or before February 15, 2008;




(ii) marketing efforts towards the issuance of the new equity referred to in Section
14.1(y)(i), if applicable, commenced on or before February 20, 2008; and




(iii) the Borrower completed either the issuance of new equity or Subordinated Debt
described in Section 14.1(y)(i) above, on or before March 7, 2008.”




	 	(k)	 	The definition of “Current Liabilities” in Schedule A to the Credit Agreement is hereby
deleted and replaced with the following:
	 
	 	 	 	““Current Liabilities” means all liabilities of the Borrower on a consolidated basis which
under GAAP would be classified as current liabilities, excluding, to the extent included
therein, all Indebtedness outstanding under the Term Loan or the U.S. Term Loan.”
	 
	 	(l)	 	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 March 31, 2008.”
	 
	 	(m)	 	The definition of “Term Loan Termination Date” in Schedule A to the Credit Agreement is
hereby deleted in its entirety and replaced with the following:




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	 	 	 	““Term Loan Termination Date” means March 31, 2008.”
	 
	 	(n)	 	The definition of “U.S. Loan Termination Date” in Schedule A to the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
	 
	 	 	 	““U.S. Term Loan Termination Date” means March 31, 2008.”
	 
	 	(o)	 	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 Fifth Amending
Agreement are hereby agreed to be made and the Credit Agreement, as amended by this
Fifth 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 December 31, 2007.
	 
	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 Fifth Amending Agreement is only effective upon the receipt
thereof by CIBC:






	 	(a)	 	a fully executed copy of this Fifth Amending Agreement;
	 
	 	(b)	 	a certificate of status in respect of the Borrower and each Material Subsidiary
dated as of the Amendment Date;
	 
	 	(c)	 	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
	 
	 	(d)	 	such other documents as the Agent may reasonably request on behalf of the
Lenders.






	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. In addition, the Borrower hereby represents and
warrants as at the Amendment Date that:





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	 	(a)	 	pursuant to the issuance of convertible debentures dated February 5, 2008,
copies of which are attached hereto as Exhibit “1”, the Borrower obtained Subordinated
Debt in an amount greater than or equal to $4,500,000; and
	 
	 	(b)	 	the Borrower completed the Force One Acquisition on January 7, 2008, at a
purchase price equal to or less than $2,400,000 and has provided CIBC with copies of
all material documentation and due diligence materials relating thereto.






	8.	 	Continuing Effect. Each of the parties hereto acknowledges and agrees that the
Credit Agreement, as amended by this Fifth 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 Fifth 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 Fifth Amending
Agreement (whether or not consummated) by CIBC.
	 
	11.	 	Counterparts. This Fifth 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 Fifth Amending Agreement by signing
any counterpart.





          IN WITNESS WHEREOF, the parties hereto have caused this Fifth 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/ Ian MacInnis	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella
	 	 	 	Name:
	 	Ian MacInnis	 	 	 	 	 	 
	Title:

	 	Chief Executive Officer
	 	 	 	Title:
	 	Authorized Signatory	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Randall Paulfus
	 	 	 	Per:
	 	/s/ Jonathan Seitz	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Randall Paulfus
	 	 	 	Name:
	 	Jonathan Seitz	 	 	 	 	 	 
	Title:

	 	Chief Financial Officer
	 	 	 	Title:
	 	Authorized Signatory	 	 	 	 	 	 






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          THIS FIFTH 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 Fifth
Amending Agreement, as duly indicated below.




          EFFECTIVE as of the date and year first noted above.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CERAMIC PROTECTION	 	 	 	CPC HOLDING CORPORATION OF
	CORPORATION OF AMERICA	 	 	 	AMERICA
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

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

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name

	 	Stephen Giordanella
	 	 	 	Name
	 	Stephen Giordanella	 	 	 	 	 	 
	Title:

	 	Chief Executive Officer
	 	 	 	Title:
	 	 Chief Executive Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Randall Paulfus
	 	 	 	By:
	 	/s/ Randall Paulfus	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Randall Paulfus
	 	 	 	Name:
	 	Randall Paulfus	 	 	 	 	 	 
	Title:

	 	Chief Financial Officer
	 	 	 	Title:
	 	 Chief Financial Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PROTECTIVE PRODUCTS	 	 	 	 	 	 	 	 	 	 	 	 
	INTERNATIONAL CORP.	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen Giordanella	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Chief Executive Officer	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Randall Paulfus	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Randall Paulfus	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Chief Financial Officer	 	 	 	 	 	 	 	 	 	 	 	 







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