EX-10.1.7






Exhibit 10.1.7




SIXTH AMENDING AGREEMENT

TO THE CERAMIC PROTECTION CORPORATION

CREDIT AGREEMENT

DATED SEPTEMBER 21, 2004




          THIS SIXTH AMENDING AGREEMENT is made effective as of April 11, 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, the Fourth
Amending Agreement dated November 14, 2007, and the Fifth Amending Agreement
dated January 4, 2008, 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 Sixth 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 Sixth 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. The Borrower shall make a
principal repayment of the U.S. Term Loan in the amount of U.S. $2,000,000 on May
1, 2008, the remaining Aggregate Principal Amount of the U.S. Term Loan 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
in respect of such Indebtedness to each Lender on or before June 30, 2008.”






	 	(b)	 	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 June 30, 2008.”
	 
	 	(c)	 	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 June 30, 2008.”
	 
	 	(d)	 	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 June 30, 2008.”
	 
	 	(e)	 	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 Sixth Amending
Agreement are hereby agreed to be made and the Credit Agreement, as amended
by this Sixth 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 March 31, 2008.
	 
	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 Sixth Amending Agreement is only effective upon the
receipt thereof by CIBC:






	 	(a)	 	a fully executed copy of this Sixth Amending Agreement;
	 
	 	(b)	 	a certificate of status in respect of the Borrower and each Material Subsidiary
dated as of the Amendment Date;




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	 	(c)	 	payment of an 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.






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





[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties hereto have caused this Sixth 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:

	 	Chief Financial Officer
	 	 	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Stephen Giordanella
	 	 	 	Per:
	 	/s/ Sean Hynes
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella
	 	 	 	Name:
	 	Sean Hynes
	Title:

	 	Chief Executive Officer
	 	 	 	Title:
	 	Director, Commercial Banking






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     THIS
SIXTH 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 Sixth
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/ Randall N. Paulfus
	 	 	 	By:
	 	/s/ Randall N. Paulfus
	 

	 	 
	 	 	 	 	 	 
	Name:

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

	 	Chief Financial Officer
	 	 	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	By:

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

	 	 
	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella
	 	 	 	Name:
	 	Stephen Giordanella
	Title:

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

	 	/s/ Randall N. Paulfus	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Randall N. Paulfus	 	 	 	 	 	 
	Title:

	 	Chief Financial Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen Giordanella	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella	 	 	 	 	 	 
	Title:

	 	President	 	 	 	 	 	 






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