Norcross Safety Products LLC Sample Contracts

CLASS E UNIT PURCHASE AGREEMENT
Class E Unit Purchase Agreement • August 13th, 2004 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • Delaware

THIS CLASS E UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of April 16, 2004 (the “Effective Date”), is entered into between NSP Holdings L.L.C., a Delaware limited liability company (the “LLC”), and David F. Myers, Jr. (“Executive”).

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NORCROSS SAFETY PRODUCTS L.L.C. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 16th, 2005 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 20, 2005, is entered into by and between Norcross Safety Products L.L.C., a Delaware limited liability company (the “Company”), and Robert A. Peterson (“Executive”). Certain capitalized terms used but not otherwise defined herein are defined in Section 7.

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STOCK PURCHASE AGREEMENT by and among NORCROSS SAFETY PRODUCTS L.L.C., THE FIBRE-METAL PRODUCTS COMPANY, RESIDUARY TRUST UNDER THE WILL OF CHARLES E. BOWERS, JR., TRUST UNDER THE WILL OF CHARLES E. BOWERS, JR. FOR THE BENEFIT OF JUDITH L. BOWERS, and...
Stock Purchase Agreement • November 15th, 2005 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • Pennsylvania

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of October, 2005, by and among Norcross Safety Products L.L.C., a Delaware limited liability company (“Buyer”), The Fibre-Metal Products Company, a Delaware corporation (“Fibre-Metal”), Residuary Trust under the Will of Charles E. Bowers, Jr., Trust under the Will of Charles E. Bowers, Jr. for the benefit of Judith L. Bowers, and Charles E. Bowers, Jr. Irrevocable Trust dated December 17, 1990 (each of whom is a stockholder of the Company and is referred to herein individually as a “Stockholder” and collectively as the “Stockholders”), and Charles J. Grandi (“Grandi”) who is an executive officer of Fibre-Metal who has a contractual right to receive a portion of the proceeds of the transactions contemplated hereby.

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PURCHASE AND SALE AGREEMENT by and among NSP HOLDINGS L.L.C., NORCROSS SAFETY PRODUCTS L.L.C., and SAFETY PRODUCTS HOLDINGS, INC.
Purchase and Sale Agreement • August 16th, 2005 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • New York

THIS PURCHASE AND SALE AGREEMENT is made as of May 20, 2005, by and among NSP Holdings L.L.C., a Delaware limited liability company (the “Seller”), Norcross Safety Products L.L.C., a Delaware limited liability company (the “Company”), and Safety Products Holdings, Inc., a Delaware corporation (the “Buyer”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 16th, 2005 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • Illinois

THIS AGREEMENT will only become effective upon the closing of the transactions contemplated by that certain Purchase and Sale Agreement dated May 20, 2005, by and among NSP Holdings L.L.C., Norcross Safety Products L.L.C. and Safety Products Holdings, Inc.;

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September 8, 2006 Mr. William Hayes
Letter Agreement • November 14th, 2006 • Norcross Safety Products LLC • Miscellaneous manufacturing industries
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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NSP HOLDINGS L.L.C.
Limited Liability Company Agreement • March 25th, 2005 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • Delaware

This First Amendment to Second Amended and Restated Limited Liability Company Agreement of NSP Holdings L.L.C. (this “Amendment”) is made and entered into as of this 7th day of January, 2005, by and among by the Members of NSP Holdings L.L.C., a Delaware limited liability company (the “Company”). Capitalized terms used, but not otherwise defined, in this Amendment have the meanings given to such terms in the LLC Agreement.

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Management Service Agreement
Management Service Agreement • March 25th, 2005 • Norcross Safety Products LLC • Miscellaneous manufacturing industries
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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NSP HOLDINGS L.L.C. A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF FEBRUARY 26, 2004
Limited Liability Company Agreement • August 13th, 2004 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • Delaware

This Agreement amends and restates in its entirety that certain Limited Liability Company Agreement, dated as of the October 2, 1998, by and among the Company and its members (as amended and restated on February 17, 2000 and as further amended, modified or supplemented from time to time, the “Prior Agreement”). This Agreement shall become effective upon execution hereof by the holders of a majority of the Common Voting Units (with Required Approval) (each as defined in the Prior Agreement).

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TERMINATION AGREEMENT between
Termination Agreement • June 29th, 2007 • Norcross Safety Products LLC • Miscellaneous manufacturing industries

The Company has terminated as of March 14, 2007 the Service Agreement with the Managing Director as defined further down below. The Parties, however, are now in mutual agreement that the Service Agreement shall be terminated on the basis of this Termination Agreement. The Parties further mutually agree that this Termination Agreement is executed upon the request of the Company in context with the transfer of a 75% interest in the Hungarian Guba Holding Kft. (registration no.: 01-09-860103; tax number: 13530961-2-43 - hereinafter referred to as “Guba-Holding”) by its shareholder Ernst Meck GmbH, of which Mr. Laitsch is the sole managing director.

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CREDIT AGREEMENT Dated as of July 19, 2005 among SAFETY PRODUCTS HOLDINGS, INC., as a Guarantor, SPH ACQUISITION LLC (The Rights and Obligations of which Hereunder are to be Assumed by NORCROSS SAFETY PRODUCTS L.L.C., NORTH SAFETY PRODUCTS INC. and...
Credit Agreement • August 16th, 2005 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • Ontario

CREDIT AGREEMENT, dated as of July 19, 2005, among SAFETY PRODUCTS HOLDINGS, INC., a Delaware corporation (“Holdco”), as a Guarantor, SPH ACQUISITION LLC, a Delaware limited liability company (the “Acquisition Corp.” and, together with any successor by merger to Acquisition Corp.’s rights and obligations hereunder as provided herein, the “Parent Borrower”), the U.S. Subsidiary Borrowers (as hereinafter defined) (the U.S. Subsidiary Borrowers together with the Parent Borrower being collectively referred to as the “U.S. Borrowers”), the Canadian Borrower (as hereinafter defined) (the Canadian Borrower, together with the U.S. Borrowers, being collectively referred to as the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement which extend a Commitment to the U.S. Borrowers (the “U.S. Lenders”), the several banks and other financial institutions or entities from time to time parties to this Agreement which extend a Commitm

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THIRD AMENDMENT
Credit Agreement • October 8th, 2004 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • New York

THIRD AMENDMENT, dated as of October 4, 2004 (the “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 20, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited liability company (“Morning Pride,” together with NSP and North Safety, the “U. S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a company organized and existing under the laws of Ontario (“North Safety Canada” and, together with the U.S. Borrowers, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties thereto (the “U.S. Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL CORPORATION, as documentation agent (in such capacity, the “Documentation Agent”), CANAD

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FOURTH AMENDMENT AND CONSENT
Fourth Amendment and Consent • January 18th, 2005 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • New York

FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (the “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 20, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited liability company (“Morning Pride,” together with NSP and North Safety, the “U. S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a company organized and existing under the laws of Ontario (“North Safety Canada” and, together with the U.S. Borrowers, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties thereto (the “U.S. Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL CORPORATION, as documentation agent (in such capacity, the “Documentation

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INCREMENTAL FACILITY AMENDMENT
Norcross Safety Products LLC • March 27th, 2007 • Miscellaneous manufacturing industries • New York

Reference is hereby made to the Credit Agreement dated as of July 19, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SAFETY PRODUCTS HOLDINGS, INC., a Delaware corporation, as a Guarantor, SPH ACQUISITION LLC, a Delaware limited liability company (now known as NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited liability company (the “Parent Borrower”)), NORTH SAFETY PRODUCTS INC., a Delaware corporation, and MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited company (the “U.S. Subsidiary Borrowers”) (the U.S. Subsidiary Borrowers together with the Parent Borrower being collectively referred to as the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a company organized and existing under the laws of Canada (“the Canadian Borrower”) (the Canadian Borrower, together with the U.S. Borrowers, being collectively referred to as the “Borrowers”), the several banks and other financial institutions or entities from

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NON-QUALIFIED OPTION AGREEMENT OF SAFETY PRODUCTS HOLDINGS, INC.
Non-Qualified Option Agreement of Safety Products • March 27th, 2007 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • Delaware

THIS AGREEMENT (the “Agreement”) is entered into as of January 2, 2006 (the “Grant Date”) by and between Safety Products Holdings, Inc., a Delaware corporation (the “Company”) and , an employee of the Company (or one of its Subsidiaries), hereinafter referred to as the “Optionee.”

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Contract
Civc Registration Rights Agreement • March 25th, 2005 • Norcross Safety Products LLC • Miscellaneous manufacturing industries

THIS AGREEMENT is made as of January 7, 2005, between NSP Holdings L.L.C., a Delaware limited liability company (the “Company”), and NSP Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), and CIVC Partners Fund, L.P., a Delaware limited partnership (“CIVC”).

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INCREMENTAL FACILITY AMENDMENT
Norcross Safety Products LLC • November 15th, 2005 • Miscellaneous manufacturing industries • New York

Reference is hereby made to the Credit Agreement dated as of July 19, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SAFETY PRODUCTS HOLDINGS, INC., a Delaware corporation, as a Guarantor, SPH ACQUISITION LLC, a Delaware limited liability company (now known as NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited liability company (the “Parent Borrower”)), NORTH SAFETY PRODUCTS INC., a Delaware corporation, and MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited company (the “U.S. Subsidiary Borrowers”) (the U.S. Subsidiary Borrowers together with the Parent Borrower being collectively referred to as the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a company organized and existing under the laws of Canada (“the Canadian Borrower”) (the Canadian Borrower, together with the U.S. Borrowers, being collectively referred to as the “Borrowers”), the several banks and other financial institutions or entities from

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