EX-10.1.8






Exhibit 10.1.8




SEVENTH AMENDING AGREEMENT

TO THE CERAMIC PROTECTION CORPORATION

CREDIT AGREEMENT

DATED SEPTEMBER 21, 2004




     THIS
SEVENTH AMENDING AGREEMENT is made effective as of June 30, 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, the Fifth Amending Agreement dated
January 4, 2008, and the Sixth Amending Agreement dated April 11, 2008, 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 Seventh 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 Seventh 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:





 









 





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	 	(a)	 	The reference to “June 30, 2008” in Section 3.6(b)(ii)(B) of the Credit
Agreement shall be deleted and replaced with “July 31, 2008”;
	 
	 	(b)	 	New Sections 16.1(s) and (t) are hereby added to the Credit Agreement as
follows:






	 	“(s) 	 	Failure to Secure Takeout Financing. If the Borrower
fails to provide the Agent by July 15, 2008 with a copy of a firm commitment
letter for the provision of a takeout financing of the Borrower in an amount
no less than all of the current obligations owing under the Credit Agreement
to be drawn down on or before July 31, 2008, or if at any time the Borrower
becomes aware that such commitment letter will not be obtained by July 15,
2008 or such takeout financing will not be available to be drawn down on or
before July 31, 2008.
	 
	 	(t)	 	Failure to Obtain Marine Corps Contract. If the
Borrower fails to provide the Agent by July 15, 2008 with a copy of an
executed copy of the Marine Corps Contract, or if at any time the Borrower
becomes aware that such Marine Corps Contract will not be obtained by July 15,
2008.”






	 	(c)	 	The following definition of “Marine Corps Contract” is hereby added to
Schedule A of the Credit Agreement:
	 
	 	 	 	“Marine Corps Contract” means the supply contract between PPI and the United
States Marine Corps for the provision by PPI of certain products and services in
relation to Modular Tactical Vests under MTV Bridge Contract M67854-07-D-3065 in an
amount of approximately U.S. $22,500,000.”
	 
	 	(d)	 	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 July 31, 2008.”






	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 Seventh Amending Agreement is only effective upon
the receipt thereof by CIBC:






	 	(a)	 	a fully executed copy of this Seventh Amending Agreement;




 









 











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	 	(b)	 	payment of an amendment fee of $50,000 and all other fees and
expenses payable to CIBC and the Lenders under the Credit Agreement;
	 
	 	(c)	 	a letter of intent for the provision of a takeout financing of
the Borrower by SunTrust Bank in an amount no less than all of the current obligations owing
under the Credit Agreement, in a form satisfactory to CIBC; and
	 
	 	(d)	 	such other documents as CIBC may reasonably request.






	6.	 	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.
	 
	7.	 	Continuing Effect. Each of the parties hereto acknowledges and agrees
that the Credit Agreement, as amended by this Seventh 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 Seventh 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 Seventh
Amending Agreement (whether or not consummated) by CIBC.
	 
	10.	 	Counterparts. This Seventh 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 Seventh
Amending Agreement by signing any counterpart.





 









 




















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     IN WITNESS WHEREOF, the parties hereto have caused this Seventh 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:
	 	Authorized Signatory
	 
	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Larry Moeller
	 	 	 	Per:
	 	/s/ Craig Werbicki
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	
	 	 	 	Name:
	 	Craig Werbicki
	Title:

	 	 
	 	 	 	Title:
	 	Authorized Signatory











 









 





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     THIS SEVENTH 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 Seventh 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:

	 	Chief Executive Officer	 	 	 	Title:	 	Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Larry Moeller	 	 	 	By:	 	/s/ Larry Moeller
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	PROTECTIVE PRODUCTS
INTERNATIONAL CORP.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen Giordanella 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Stephen Giordanella	 	 	 	 	 	 
	Title:

	 	Chief Executive Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Larry Moeller	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	Title: