EX-10.1.4





Exhibit 10.1.4


THIRD AMENDING AGREEMENT

TO THE CERAMIC PROTECTION CORPORATION

CREDIT AGREEMENT

DATED SEPTEMBER 21, 2004




     THIS
THIRD AMENDING AGREEMENT is made effective as of September 12, 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 the First
Amending Agreement dated May 25, 2006 and the Second Amending Agreement dated
March 8, 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 Third 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 Third Amending Agreement (the “Amendment Date”).
	 
	3.	 	Amendments. Effective as of the Amendment Date, the Credit Agreement is amended
as follows:






	 	(a)	 	Section 3.3(b) of the Credit Agreement is hereby deleted in its entirety.
	 
	 	(b)	 	Section 3.6(a)(ii) of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:




 









 












“(ii) Payment on Revolving Loan Termination Date. The Aggregate
Principal Amount of the Extendible Revolving Loan remaining on the Revolving Loan
Termination Date, if any, will be unconditionally and irrevocably paid by the
Borrower in full, together with all accrued but unpaid interest thereon and all
other Indebtedness owing to the Agent or any Revolving Lender under the
Documents, if any, on such date.”




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






	 	“(d)	 	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, promptly upon receipt thereof, the net proceeds of the Calgary
Plant Sale.”






	 	(d)	 	The table immediately following Section 3.11(a)(v) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Prime/US	 	BA Stamping Fees	 	Commercial	 	 
	 	 	Debt to	 	Base Rate	 	and LIBOR	 	Letters of	 	 
	Tier	 	EBITDA	 	Margin	 	Margin	 	Credit	 	Standby Fee
	IV

	 	32.00:1
	 	150 bps
	 	300 bps
	 	300 bps
	 	50 bps
	III

	 	31.50:1 <2.00:1
	 	50 bps
	 	200 bps
	 	200 bps
	 	40 bps
	II

	 	31.00:1 <1.50:1
	 	0 bps
	 	150 bps
	 	150 bps
	 	30 bps
	I

	 	< 1.00:1
	 	0 bps
	 	100 bps
	 	100 bps
	 	25 bps







	 	(e)	 	The table immediately following Section 3.11(b)(v) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:





	 	 	 	 	 	 	 
	 	 	 	 	Prime/US Base Rate	 	BA Stamping Fees
	Tier	 	Debt to EBITDA	 	Margin	 	and LIBOR Margin
	IV

	 	3 2.00: 1
	 	200 bps
	 	350 bps
	III

	 	3
1.50:1 < 2.00:1
	 	100 bps
	 	250 bps
	II

	 	3 1.00:1 < 1.50:1
	 	50 bps
	 	200 bps
	I

	 	< 1.00:1
	 	0 bps
	 	150 bps






 









 






	 	(f)	 	Section 14.1(l) of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:
	 
	 	 	 	“(l) Borrowing Base Certificate. Every Wednesday prior to 4:00 MST, the
Borrower will furnish to the Lender a Borrowing Base Certificate.
	 
	 	(g)	 	A new section 14.1(x) is hereby added to the Credit Agreement as follows:
	 
		 	 	“(x) ArmorWorks Settlement. The Borrower will obtain new funds by way of
equity or Subordinated Debt issue, leaving net proceeds equal to or greater than
the AmorWorks Settlement Amount, on or before August 31, 2007.”
	 
	 	(h)	 	Section 14.2(a) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:






	 	“(a) 	 	Debt to EBITDA Ratio. As of September 30, 2007, and on
the last day of each fiscal quarter thereafter, it will not permit the Debt to
EBITDA Ratio to exceed 4.50:1, reducing to 3.75:1 in the event that on or
before September 30, 2007, pursuant to section 3.2(d) of this Agreement, the
net proceeds from the Calgary Plant Sale are applied as repayments against the
Aggregate Principal Amount under the Term Loan and/or the U.S. Term Loan.”






	 	(i)	 	Section 14.2(d) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:






	 	“(d)	 	Minimum Current Ratio. As of September 30, 2007, and
on the last day of each fiscal quarter thereafter, it will not permit the
Current Ratio to be less than 1.0:1.”






	 	(j)	 	A new Section 14.3(o) is hereby added to the Credit Agreement as follows:






	 	“(o)	 	Acquisitions. The Borrower will not, and will not
permit any Material Subsidiary to, enter into any transaction involving the
acquisition of any property, other than inventory in the ordinary course of
the business of the Borrower or the Material Subsidiary, except with the prior
written consent of the Lenders in their sole and unfettered discretion .”






	 	(k)	 	The following definition of “ArmorWorks” is hereby added to Schedule A
of the Credit Agreement:
	 
	 	 	 	““ArmorWorks” means ArmorWorks Enterprises, LLC.”
	 
	 	(l)	 	The following definition of “ArmorWorks Inventory” is hereby added to
Schedule A of the Credit Agreement:




 









 






	 	 	 	““ArmorWorks Inventory” means the approximately 19,000 tiles returned by
ArmorWorks to the Borrower, as agreed to by the Borrower and Armorworks on or about
August 2, 2007.”






	 	(m)	 	The following definition of “ArmorWorks Settlement Amount” is hereby added to
Schedule A of the Credit Agreement:
	 
	 	 	 	““ArmorWorks Settlement Amount” means $3,423,283.00 payable by the Borrower to
ArmorWorks, as agreed to by the Borrower and ArmorWorks on or about August 2,
2007.”
	 
	 	(n)	 	The definition of “Borrowing Base” in Schedule A to the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
	 
	 	 	 	““Borrowing Base” means the amount determined or redetermined by the Lenders in
their sole and unfettered discretion from time to time, provided that (a) unless
the Agent provides notice to the Borrower to the contrary (which notice will
indicate the other Borrowing Base), the Borrowing Base will be the amount
calculated on the then current Borrowing Base Certificate, and (b) the amount
determined or redetermined will exclude the value of the ArmorWorks Inventory,
unless and until the Borrower provides a written report to the Agent that satisfies
the Agent, in its sole and unfettered discretion, as to the saleability of the
ArmorWorks Inventory.”
	 
	 	(o)	 	The following definition of “Calgary Plant Sale” is hereby added to Schedule A
of the Credit Agreement:
	 
	 	 	 	““Calgary Plant Sale” means the sale of all or substantially all of the Borrower’s
real and personal property situated in Calgary, Alberta, Canada.”
	 
	 	(p)	 	The definition of “Permitted Indebtedness” in Schedule A to the Credit
Agreement is hereby amended by adding the following after paragraph (e) thereof:
	 
	 	 	 	“(f) Subordinated Debt.”
	 
	 	(q)	 	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 December 31, 2007.”
	 
	 	(r)	 	The following definition of “Subordinated Debt” is hereby added to Schedule A
of the Credit Agreement:
	 
	 	 	 	““Subordinated Debt” means any Indebtedness subordinated to the Extendible
Revolving Loan, the Term Loan and any other obligations owing from time to time
under the Documents, on terms acceptable to the Lenders in their sole discretion.”





 









 






	 	(s)	 	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:
	 
	 	 	 	““Term Loan Termination Date” means
December 31, 2007.”
	 
	 	(t)	 	The definition of “U.S. Term 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 the company will use best efforts to refinance by December 31, 2007.”
	 
	 	(u)	 	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 Third Amending Agreement are hereby agreed to
be made and the Credit Agreement, as amended by this Third 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 Third Amending Agreement is only effective upon
the receipt thereof by CIBC:






	 	(a)	 	a fully executed copy of this Third 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 a credit renewal and covenant amendment fee of $50,000, 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.






	6.	 	Representations and Warranties. The Borrower agrees with and confirms to
CIBC that as of the 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 Third 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 Third Amending Agreement.
	 
	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 Third Amending
Agreement (whether or not consummated) by CIBC.
	 
	10.	 	Counterparts. This Third 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 Third Amending Agreement by signing any
counterpart.





          IN WITNESS WHEREOF, the parties hereto have caused this Third 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:
	 	Senior Director and Team Leader 


Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Randall N. Paulfus
 

	 	 
	 	Per:
	 	/s/ Gianfelice Calabrese
 

	 	 
	Name:

	 	Randall N. Paulfus
	 	 	 	Name:
	 	Gianfelice Calabrese	 	 
	Title:

	 	Chief Financial Officer
	 	 	 	Title:
	 	Associate	 	 






 











 








     THIS THIRD 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 Third
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:

	 	President
	 	 	 	Title:
	 	 President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Larry Moeller
 

	 	 
	 	By:
	 	/s/ Larry Moeller
 

	 	 
	Name:

	 	Larry Moeller
	 	 	 	Name:
	 	 Larry Moeller	 	 
	Title:

	 	Vice President Finance
	 	 	 	Title:
	 	Vice President, Finance	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	PROTECTIVE PRODUCTS INTERNATIONAL CORP.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen Giordanella
 

	 	 	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella	 	 	 	 	 	 	 	 
	Title:

	 	President	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Delia Amador
 

	 	 	 	 	 	 	 	 
	Name:

	 	Delia Amador	 	 	 	 	 	 	 	 
	Title:

	 	Vice President Finance