EX-10.1.12





Exhibit
10.1.12



CIBC

Commercial Banking




August 25, 2008




Ceramic Protection Corporation

Attention: Jason Williams, Chief Financial Officer

1649 Northwest 136th Avenue

Sunrise, Florida

33323





			
	Re:	 	Credit Agreement dated September 21, 2004 between Ceramic Protection Corporation (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 and the extension of deliveries letter
August 15, 2008 (as amended, the “Credit Agreement”)





Dear Sirs:



CIBC, as Agent under the Credit Agreement, hereby offers to the Borrower to extend certain
deliveries as required in Section 16 of the Credit Agreement. In furtherance of the foregoing, the
Credit Agreement will be amended by deleting reference to the date “August 22, 2008” in Section
16.1(s) and replacing with “August 29, 2008”.



In addition to the foregoing, CIBC acknowledges receipt of the final inventory appraisal report
prepared by GAG.



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 August 25, 2008.



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



Regards,




 









 









CANADIAN IMPERIAL BANK OF COMMERCE, as Agent




	 	 	 	 	 
	Per:

	 	/s/ Ian MacInnis
	 	 
	 

	 	 	 	 
	Name:

	 	Ian MacInnis	 	 
	Title:

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	Per: 



Name:

	 	/s/ James Uson
 

James Uson
	 	 
	Title:

	 	Authorized Signatory	 	 






     Accepted effective the 25th day of August, 2008     




	 	 	 	 	 
	CERAMIC PROTECTION

CORPORATION	 	 
	 
	 	 	 	 
	Per: 


Name:

	 	/s/ Stephen Giordanella
 

Stephen Giordanella
	 	 
	Title:

	 	Director	 	 
	 
	 	 	 	 
	Per: 

Name:

	 	/s/ Larry Moeller
 

Larry Moeller
	 	 
	Title:

	 	Director	 	 





Acknowledged and consented to effective the 25th day of August, 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:

	 	Director
	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	Per: 

Name:

	 	/s/ Larry Moeller
 

Larry Moeller
	 	Per:

Name:
	 	/s/ Larry Moeller
 

Larry Moeller
	 	 
	Title:

	 	Director
	 	Title:
	 	Director	 	 






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	PROTECTIVE PRODUCTS
INTERNATIONAL CORP.	 	 
	 
	 	 	 	 
	Per: 

Name:

	 	/s/ Stephen Giordanella
 

Stephen Giordanella
	 	 
	Title:

	 	Director	 	 
	 
	 	 	 	 
	Per: 

Name:

	 	/s/ Larry Moeller
 

Larry Moeller
	 	 
	Title:

	 	Director	 	 







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