EX-10.1.5




Exhibit 10.1.5


FOURTH AMENDING AGREEMENT

TO THE CERAMIC PROTECTION CORPORATION

CREDIT AGREEMENT

DATED SEPTEMBER 21, 2004




     THIS FOURTH AMENDING AGREEMENT is made effective as of November 14, 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, and the
Third Amending Agreement dated September 12, 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 Fourth 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 Fourth Amending Agreement (the “Amendment Date”).
	 
	3.	 	Amendments. Effective as of the Amendment Date, the Credit Agreement is amended as
follows:






	 	(a)	 	Section 3.8(d) of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:





 









 











	 	 	 	“(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), promptly upon
completion of the Calgary Plant Sale, the Borrower shall pay to the Agent on behalf
of the Lenders the greater of (i) $7,000,000, and (ii) the net proceeds of the
Calgary Plant Sale.”







	 	(b)	 	Section 14.1(j) of the Credit Agreement is hereby amended by adding the following sentence
at the end thereof:
	 
	 	 	 	“In addition, but without duplication, to the foregoing, as soon as available, and in any
event within 45 days after the end of each of each fiscal month of the Borrower, Borrower
will furnish to the Agent a copy of its monthly unaudited consolidated financial
statement.”
	 
	 	(c)	 	Compliance with Section 14.2(a) of the Credit Agreement is hereby waived for the period
ending on September 30, 2007.
	 
	 	(d)	 	A new Section 14.3(p) is hereby added to the Credit Agreement as follows:






	 	 	 	“(p)
ForceOne Acquisition. Notwithstanding Section 14.3(o), the Lenders hereby
consent to the ForceOne Acquisition provided that (i) prior to the ForceOne
Acquisition, the Borrower has obtained new funds by way of equity or Subordinated
Debt issue, leaving net proceeds equal to or greater than the aggregate of (A) the
amount of funds required to fund the ForceOne Acquisition, including the working
capital requirements in connection therewith, and (B) the amount of Indebtedness then
outstanding under the U.S. Term Loan, and (ii) the Borrower has repaid to the Agent,
on behalf of the Lenders, the entire amount of Indebtedness then outstanding under
the U.S. Term Loan.”







	 	(e)	 	The definition of “Current Liabilities” in Schedule A to the Credit Agreement is hereby
deleted in its entirety 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, minus, to the extent included
therein, all Indebtedness in excess of U.S.$8,000,000 then outstanding under the U.S. Term
Loan.”
	 
	 	(f)	 	The following definition of “ForceOne Acquisition” is hereby added to Schedule A of the
Credit Agreement:
	 
	 	 	 	““ForceOne Acquisition” means the acquisition of all membership and ownership interests of
ForceOne LLC on substantially the terms set forth in the draft Purchase Agreement provided
to CIBC prior to the date hereof.
	 
	 	(g)	 	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, as of November 1, 2007, $15,000,000, or
as such amount may be reduced in accordance with this Agreement or otherwise with
unanimous consent of the Lenders.”
	 
	 	(h)	 	A new Section 3.6(b)(ii)(C) is hereby added to the
Credit Agreement:






“(C) Waiver of Scheduled U.S. Principal repayment. Notwithstanding Section
3.6(b)(ii)(B), the Lenders hereby waive the quarterly principal repayment of the
U.S. Term Loan scheduled for November 1, 2007, which U.S.$2,000,000 payment amount
shall become due and payable on the U.S. Loan Termination Date.”




	 	(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 Fourth Amending
Agreement are hereby agreed to be made and the Credit Agreement, as amended by this
Fourth 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 Fourth Amending Agreement is only effective upon the
receipt thereof by CIBC:






	 	(a)	 	a fully executed copy of this Fourth 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 Fourth 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 Fourth 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 Fourth Amending Agreement (whether or
not consummated) by CIBC.
	 
	10.	 	Counterparts. This Fourth 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 Fourth Amending Agreement by signing any
counterpart.





          IN
WITNESS WHEREOF, the parties hereto have caused this Fourth 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/ Randall N. Paulfus
	 	 	 	Per:
	 	/s/ Ian MacInnis
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Randall N. Paulfus
	 	 	 	Name:
	 	Ian MacInnis
	Title:

	 	CFO
	 	 	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Stephen Giordanella
	 	 	 	Per:
	 	/s/ Gianfelice Calabrese
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella
	 	 	 	Name:
	 	Gianfelice Calabrese
	Title:

	 	CEO
	 	 	 	Title:
	 	Authorized Signatory






 









 






     THIS FOURTH 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 Fourth Amending
Agreement, as duly indicated below.



     EFFECTIVE as of the date and year first noted above.



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

	 	/s/ Randall N. Paulfus
	 	 	 	By:
	 	/s/ Randall N. Paulfus
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Randall N. Paulfus
	 	 	 	Name:
	 	Randall N. Paulfus
	Title:

	 	Treasurer
	 	 	 	Title:
	 	Treasurer
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:
	 	/s/ Stephen Giordanella
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:
	 	Stephen Giordanella
	Title:

	 	President
	 	 	 	Title:
	 	President





PROTECTIVE PRODUCTS INTERNATIONAL CORP.




	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Randall N. Paulfus
 

Randall N. Paulfus
	 	 
	 	 
	 	 
	Title:

	 	Treasurer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Stephen Giordanella
 

Stephen Giordanella
	 	 	 	 	 	 
	Title:

	 	President