EX-10.1.3






Exhibit 10.1.3




SECOND AMENDING AGREEMENT 
TO THE
CERAMIC PROTECTION CORPORATION

CREDIT AGREEMENT

DATED SEPTEMBER 21, 2004




THIS SECOND AMENDING AGREEMENT is made effective as of March 8, 2007,



BETWEEN:




CERAMIC PROTECTION CORPORATION

(the “Borrower”)




-and-




CANADIAN IMPERIAL BANK OF COMMERCE

(“CIBC”)



PREAMBLE:





	A.	 	Pursuant to the
Credit Agreement dated September 21, 2004, as amended by a
First Amending Agreement dated May 25, 2006, 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 Second Amending Agreement
will, unless otherwise defined herein, have the meanings
attributed to such terms in the Credit Agreement, as
amended hereby
	 
	2.	 	Amendment Date.
The amendments contained herein shall be
effective as of the date of this Second Amending Agreement
(the “Second Amendment Date”).
	 
	3.	 	Amendments.
Effective as of the Second Amendment Date, the Credit
Agreement is amended as follows:






	 	(a)	 	Section 3.12(a) is hereby deleted in its entirety
and replaced with the following






“(a) Setting of Borrowing Base. The
Borrowing Base under the Extendible Revolving
Loan shall be based on the sum of, without
duplication, (i) 75% of Eligible Accounts
Receivable (including U.S.









 



 


 - 2 - 





Federal Government receivables aged more than 90 days), (ii) 90% of Export
Development Canada insured accounts receivable and (iii) the lesser of (a) 50% of
eligible inventory comprised of raw materials and finished goods (excluding
work-in-progress), and (b) 40% of the Revolving Loan Commitment
Amount.”




	(b)	 	A new Section 14.2(d) is hereby added to the Credit
Agreement as follows:






“(d) Minimum Current Ratio. Beginning as of the date hereof, it will not
permit the Current Ratio to be less than 1 15:1.00.”




	(c)	 	The definition of “Revolving Loan Commitment Amount” in Schedule A to the Credit
Agreement is hereby deleted in its entirety and replaced with the
following:






“Revolving Loan Commitment Amount” means, initially, Cdn. $30,000,000 until
October 31, 2007, at which time it will mean Cdn. $5,000,000, or as such amount
may be reduced in accordance with this Agreement or otherwise with unanimous
consent of the Lenders.”




	(d)	 	The following definition of “Current Assets” is hereby added to Schedule A of the Credit
Agreement:






“Current Assets” means all assets of the Borrower on a consolidated basis which
under GAAP would be classified as current assets.”




	(e)	 	The following definition of “Current Liabilities” is hereby added to Schedule A of the Credit
Agreement:






““Current Liabilities” means all liabilities of the Borrower on a consolidated
basis which under GAAP would be classified as current liabilities.”




	(f)	 	The following definition of “Current Ratio” is
hereby added to Schedule A of the Credit
Agreement:






““Current Ratio” means, at any time, the ratio of Current Assets to Current
Liabilities, in each case as at such time.”




	(g)	 	Schedule B to the Credit Agreement is hereby deleted in its entirety and replaced with
Exhibit 1 to the Second Amending Agreement.
	 
	(h)	 	Schedule K to the Credit Agreement is hereby deleted in its entirety and replaced with
Exhibit 2 to this Second Amending Agreement.
	 
	(i)	 	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 Second Amending Agreement are hereby
agreed to be made and the Credit Agreement, as amended











 



- 3 -



by
this Second Amending Agreement, shall be read as if such changes have been made.




	4.	 	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.






	5.	 	Deliveries by the Borrower. The Borrower shall deliver or cause to be delivered to
CIBC the following items and this Second Amending Agreement is only effective upon the receipt
thereof by CIBC:






	 	(a)	 	a fully executed copy of this Second Amending Agreement;
	 
	 	(b)	 	a certificate of status in respect of the Borrower and each Material Subsidiary
dated as of the Second Amendment Date;
	 
	 	(c)	 	a Closing Certificate from an officer of the Borrower and each Material
Subsidiary;
	 
	 	(d)	 	no Event of Default will have occurred and be continuing;
	 
	 	(e)	 	payment of an arrangement fee of $37,500 and all other fees and expenses
payable to CIBC and the Lenders under the credit documents; and
	 
	 	(f)	 	such other documents as the Agent may reasonably request on behalf of the
Lenders.






	6.	 	Representations and Warranties. The Borrower agrees with and confirms to CIBC that as of the
Second Amendment Date each of the representations and warranties listed in Section 13.1 of the
Credit Agreement is true and accurate in all material respects.
	 
	7.	 	Continuing Effect. Each of the parties hereto acknowledges and agrees that the Credit
Agreement, as amended by this Second 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.
	 
	8.	 	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 Second Amending Agreement.
















 





- 4 -








	9.	 	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 Second Amending
Agreement (whether or not consummated) by CIBC.
	 
	10.	 	Counterparts. This Second 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 Second Amending Agreement by signing any
counterpart.





     IN
WITNESS WHEREOF, the parties hereto have caused this Second 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
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen Giordanella	 	 	 	By:
	 	/s/ Ian MacInnis
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella	 	 	 	Name:
	 	Ian MacInnis
	Title:

	 	Chief Executive Officer	 	 	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Larry Moeller	 	 	 	By:
	 	
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Larry Moeller	 	 	 	Name:
	 	
	Title:

	 	Chairman	 	 	 	Title:
	 	Authorized Signatory














 




- 5 -


     THIS
SECOND 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 Second 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 
	 	 	 	 	 	 
	 	 	 	Name:	 	Stephen Giordanella
	

	 		 	 	 	Title:	 	President
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen Giordanella 	 	 	 	By:	 	/s/ Larry Moeller
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella 	 	 	 	Name:	 	Larry Moeller
	Title:

	 	Director	 	 	 	Title:	 	VP Finance
	 
	 	 	 	 	 	 	 	 
	PROTECTIVE PRODUCTS


INTERNATIONAL CORP.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen Giordanella 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella	 	 	 	 	 	 
	Title:

	 	President	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Delia Amador	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:
	 	Delia Amador	 	 	 	 	 	 
	Title:
	 	VP Finance