Norcross Capital Corp Sample Contracts

Norcross Capital Corp – COOPERATION AGREEMENT (February 17th, 2004)

Exhibit 10.30 COOPERATION AGREEMENT Made as of the 10th day of January, 1983, by and between Siebe Norton, Inc., a Delaware corporation (the "Company") and Norton Company ("Norton"). W I T N E S S E T H WHEREAS, as of this date, Norton has sold to the Company and the Company has acquired from Norton, the business of Norton's Safety Products Division (hereinafter referred to collectively as the "Division"), and WHEREAS, Norton has retained liability for claims arising out of products shipped by the Division prior to this date, and the Company has assumed liability for claims arising out of products shipped by the Company after this date; and WHEREAS, the defense of products liability claims against Norton and its predecessors in the businesses of the Division may require access by Norton and/or its predecessors to

Norcross Capital Corp – Page ---- PARTIES.............................................................. ........... 1 RECITALS......................................................... ............... 1 ARTICLE 1. TRANSFER OF ASSETS AND PROPERTIES................................... 2 1.1. Purchase and Sale of Assets......................................... 2 1.2. Instruments of Transfer............................................. 4 1.3. Consents to Assignment.............................................. 5 1.4. Right of Endorsement................................................ 6 1.5. Further Assurances............... (February 17th, 2004)

Exhibit 10.29 AGREEMENT By and Among SIEBE NORTON, INC. NORTON COMPANY and SIEBE GORMAN HOLDINGS PLC Dated December 14, 1982 TABLE OF CONTENTS

Norcross Capital Corp – REGISTRATION RIGHTS AGREEMENT (January 6th, 2004)

Exhibit 10.21 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is made as of February17, 2000, by and among NSP Holdings L.L.C., a Delaware limited liability company (together with its successors and permitted assigns, the "COMPANY"), the Persons listed on the signature page hereof as of the date of this Agreement (the "INITIAL INVESTORS"), and each of the other Persons who becomes a party to this Agreement after the date hereof pursuant to paragraph 10(e) or 10(f) below. Certain capitalized terms used herein are defined in paragraph 9 below. The parties hereto, intending to be legally bound, hereby agree as follows: 1. DEMAND REGISTRATIONS. (a) REQUESTS FOR REGISTRATION. At any time after the Company has completed the initial public offering of any of its equity securities under the Securitie

Norcross Capital Corp – PAGE(S) ------- ARTICLE I. ORGANIZATIONAL MATTERS....................................................1 1.1 Formation of Company...............................................1 1.2 Limited Liability Company Agreement................................1 1.3 Name...............................................................1 1.4 Purpose............................................................2 1.5 Principal Office; Registered Office................................2 1.6 Term...............................................................2 1.7 No State-Law Partnership............................... (January 6th, 2004)

Exhibit 10.22 ================================================================================ AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NSP HOLDINGS L.L.C. A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF FEBRUARY 17, 2000 THE UNITS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. ================================================================================ TABLE OF CONTENTS

Norcross Capital Corp – OPTION AGREEMENT (January 6th, 2004)

Exhibit 10.19 OPTION AGREEMENT THIS OPTION AGREEMENT (the "AGREEMENT") dated as of February 17, 2000 is made by and between NSP Holdings L.L.C., a Delaware limited liability company (the "COMPANY") and David F. Myers, Jr. (the "GRANTEE"), on the other hand. W I T N E S S E T H : WHEREAS, the Grantee desires to secure an option (the "OPTION") to purchase 98,797 Class C Common Units of the Company (the "COMMON UNITS" or the "UNITS") and the Company is willing to grant such an option on the terms and subject to the conditions set forth below; and WHEREAS, a copy of that certain Limited Liability Company Agreement of the Company, dated as of February 17, 2000 (as amended, modified, supplemented or waived from time to time, the "LLC AGREEMENT") has previously been distributed to the Grantee. NOW, THEREFORE, on the ba

Norcross Capital Corp – PROMISSORY NOTE (January 6th, 2004)

Exhibit 10.26 PROMISSORY NOTE $543,053 October 2, 1998 For value received, Robert A. Peterson (the "BORROWER"), promises to pay to NSP HOLDINGS L.L.C., a Delaware limited liability company (together with its successors and assigns, the "LENDER"), the principal sum of $543,053 (as such amount may be increased in accordance with SECTION 2.3) payable on such dates and in such amounts as are set forth herein. This Note shall not bear interest. As security for the obligations and liabilities of the Borrower hereunder, the Borrower has executed a Pledge Agreement in favor of the Lender whereby the Borrower has granted to the Company a pledge of certain of the Class A Common Units and Class C Common Units of the Company (the "CLASS C UNITS") from time to time held by the Borrower (the "PLEDGED UNITS").

Norcross Capital Corp – PROMISSORY NOTE (January 6th, 2004)

Exhibit 10.28 PROMISSORY NOTE $556,671 February 17, 2000 For value received, Robert A. Peterson, Jr. (the "Borrower") promises to pay NSP HOLDINGS L.L.C., a Delaware limited liability company (together with its successors and assigns, the "Lender"), the principal sum of $556,671 payable in installments due on such dates and in such amounts as are set forth herein. This Note shall not bear interest. As security for the obligations and liability of the Borrower hereunder, the Borrower has executed a Pledge Agreement in favor of the Lender whereby the Borrower has granted to the Lender a pledge of 33,101.3 Class A Common Units of the Lender (the "Class A Units") and 33,101.3 Preferred Units (the "Preferred Units," and together with the Class A Units, the "Pledged Units") from time to time held by the Borrower.

Norcross Capital Corp – OPTION AGREEMENT (January 6th, 2004)

Exhibit 10.20 OPTION AGREEMENT THIS OPTION AGREEMENT (the "AGREEMENT") dated as of February 17, 2000 is made by and between NSP Holdings L.L.C., a Delaware limited liability company (the "COMPANY") and Robert A. Peterson (the "GRANTEE"), on the other hand. W I T N E S S E T H : WHEREAS, the Grantee desires to secure an option (the "OPTION") to purchase 156,820 Class C Common Units of the Company (the "COMMON UNITS" or the "UNITS") and the Company is willing to grant such an option on the terms and subject to the conditions set forth below; and WHEREAS, a copy of that certain Limited Liability Company Agreement of the Company, dated as of February 17, 2000 (as amended, modified, supplemented or waived from time to time, the "LLC AGREEMENT") has previously been distributed to the Grantee. NOW, THEREFORE, on the ba

Norcross Capital Corp – LIMITED LIABILITY AGREEMENT OF (January 6th, 2004)

Exhibit 10.23 FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT OF NSP HOLDINGS L.L.C. THIS FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT OF NSP HOLDINGS L.L.C., dated as of June __, 2003 (this "AMENDMENT"), is by and among NSP Holdings L.L.C., a Delaware limited liability company (the "COMPANY"), each of the members of the Argosy Group listed on the signature pages hereto under the heading "ARGOSY GROUP," each of the members of the Hancock Group listed on the signature pages hereto under the heading "HANCOCK GROUP" and the other members of the Company listed on the signature pages hereto under the heading "OTHER MEMBERS" (together with the undersigned members of the Argosy Group and the undersigned members of the Hancock Group, the "REQUIRED MEMBERS"). Whereas, t

Norcross Capital Corp – PROMISSORY NOTE (January 6th, 2004)

Exhibit 10.27 PROMISSORY NOTE $345,142 February 17, 2000 For value received, David F. Myers, Jr. (the "Borrower") promises to pay NSP HOLDINGS L.L.C., a Delaware limited liability company (together with its successors and assigns, the "Lender"), the principal sum of $345,142 payable in installments due on such dates and in such amounts as are set forth herein. This Note shall not bear interest. As security for the obligations and liability of the Borrower hereunder, the Borrower has executed a Pledge Agreement in favor of the Lender whereby the Borrower has granted to the Lender a pledge of 20,523.2 Class A Common Units of the Lender (the "Class A Units") and 20,523.2 Preferred Units (the "Preferred Units," and together with the Class A Units, the "Pledged Units") from time to time held by the Borrower. SECTION 1. DEFINITIONS SECTION 1.1 Certain Definitions. The f

Norcross Capital Corp – Continuing Employee Minimum No. of Months ------------------- --------------------- K. W. Smith Six T. Hudson Six P. J. Stupinski Six W. L. Reed Six P. Dittmer Six P. Fredericks Six - xii - Appendix I Continuing Employee Minimum No. of Months ------------------- --------------------- R. Stokker Six T. Kulp Six S. T. Nakagama Six In addition, Norcross will cause Siebe North to provide such Continuing Employees with continued medical coverage and (in the case of Messrs. Smith, Hudson, Stupinski, Reed, and Nakagama) a vehicle allowance as currently in effect for the duration of the periods indica (January 6th, 2004)

Exhibit 10.17 AMENDMENT AND ASSIGNMENT OF THE SHARE PURCHASE AGREEMENT THIS AMENDMENT AND ASSIGNMENT OF THE SHARE PURCHASE AGREEMENT (this "Amendment") is made as October 2, 1998, by and among Norcross Safety Products L.L.C., a Delaware limited liability company ("Norcross"), North Safety Products Corp., a Delaware corporation and an Affiliate of Norcross ("NSP Corp."), Siebe plc, a British public limited company ("Siebe"), Siebe International Limited, a British private limited company ("Siebe International"), Deutsche Siebe GMBH, a German private company limited by shares ("Deutsche Siebe") and Siebe Inc., a Delaware corporation ("Siebe US"), NSP Corp., Norcross, Siebe, Siebe International, Deutsche Siebe and Siebe US are collectively referred to herein as the "Parties" or individually as a "Party." Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Share Purchase Agreement (the "Share Purchase Agreement"), dated as of September 1, 199

Norcross Capital Corp – PROMISSORY NOTE (January 6th, 2004)

Exhibit 10.25 PROMISSORY NOTE $342,123 October 2, 1998 For value received, David F. Myers, Jr. (the "BORROWER"), promises to pay to NSP HOLDINGS L.L.C., a Delaware limited liability company (together with its successors and assigns, the "LENDER"), the principal sum of $342,123 (as such amount may be increased in accordance with SECTION 2.3) payable on such dates and in such amounts as are set forth herein. This Note shall not bear interest. As security for the obligations and liabilities of the Borrower hereunder, the Borrower has executed a Pledge Agreement in favor of the Lender whereby the Borrower has granted to the Company a pledge of certain of the Class A Common Units and Class C Common Units of the Company (the "CLASS C UNITS") from time to time held by the Borrower (the "PLEDGED UNITS").

Norcross Capital Corp – LIMITED LIABILITY AGREEMENT OF (January 6th, 2004)

Exhibit 10.24 SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT OF NSP HOLDINGS L.L.C. THIS SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT OF NSP HOLDINGS L.L.C., dated as of July 18, 2003 (this "AMENDMENT"), is by and among NSP Holdings L.L.C., a Delaware limited liability company (the "COMPANY"), each of the members of the Argosy Group listed on the signature pages hereto under the heading "ARGOSY GROUP," each of the members of the Hancock Group listed on the signature pages hereto under the heading "HANCOCK GROUP" and the other members of the Company listed on the signature pages hereto under the heading "OTHER MEMBERS" (together with the undersigned members of the Argosy Group and the undersigned members of the Hancock Group, the "REQUIRED MEMBERS"). Whereas, th

Norcross Capital Corp – PAGE PREAMBLE.................................................................. .......... 1 RECITALS.......................................................... .................. 1 TERMS AND CONDITIONS................................................................ 2 ARTICLE 1 - GENERAL PROVISIONS................................................ 2 1.1 Definitions...................................................... 2 1.2 Meaning of the Siebe Sellers' Knowledge.......................... 2 1.3 Other Definitions and Meanings; Interpretation................................................... 3 ARTIC (January 6th, 2004)

Exhibit 10.16 EXECUTION COPY SHARE PURCHASE AGREEMENT DATED AS OF SEPTEMBER 1, 1998 BETWEEN NORCROSS SAFETY PRODUCTS L.L.C. ON ONE HAND AND SIEBE PLC, SIEBE INTERNATIONAL LIMITED, DEUTSCHE SIEBE GMBH, AND SIEBE INC. ON THE OTHER HAND EXECUTION COPY TABLE OF CONTENTS

Norcross Capital Corp – LEASE (November 14th, 2003)

Exhibit 10.14 LEASE BETWEEN: MCRI, INC. 9300 Shelbyville Road Suite 500 Louisville, Kentucky 40222 ("Landlord") AND: Norcross Safety Products L.L.C. 1136 2nd Street Rock Island, Illinois 61201 ("Tenant") FOR PREMISES IN: LAND AND BUILDINGS 1136 2nd Street Rock Island, Illinois 61201 DATE: June 7, 1995 LANDLORD AND TENANT, in consideration of the covenants herein contained, hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 DEFINITIONS. In this Lease: A. "Annual Rent" means the amount payable by Tenant to Landlord in respect of each year of the Term under Article 4.1 or 4.2. B. "Article"

Norcross Capital Corp – TIA Indenture Section Section ------- --------- 310(a)(1)...................... ................................................. 7.10 (a)(2)....................................................................... 7.10 (a)(3)....................................................................... N.A. (a)(4)....................................................................... N.A (b).......................................................................... 7.08; 7.10 (c).......................................................................... N.A. 311(a)........................................ (November 14th, 2003)

Exhibit 4.1 ================================================================================ NORCROSS SAFETY PRODUCTS L.L.C., NORCROSS CAPITAL CORP. as Issuers, The GUARANTORS named herein and WILMINGTON TRUST COMPANY, as Trustee -------------------- INDENTURE Dated as of August 13, 2003 -------------------- 9 7/8% Senior Subordinated Notes due 2011, Series A 9 7/8% Senior Subordinated Notes due 2011, Series B ================================================================================ CROSS-REFERENCE TABLE

Norcross Capital Corp – EMPLOYMENT AGREEMENT (November 14th, 2003)

Exhibit 10.10 NORCROSS SAFETY PRODUCTS L.L.C. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of January 1, 2002, 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. In the course of Executive's employment with the Company, Executive shall become familiar with the Company's near-permanent relationships with its suppliers, customers and employees and Confidential Information (as defined in SECTION 6 below), and Executive's services shall be of special, unique and extraordinary value to the Company. The Company and Executive desire to enter into an agreement (i) relating to Executive's employment by the Company, (i

Norcross Capital Corp – EMPLOYMENT AGREEMENT (November 14th, 2003)

Exhibit 10.11 NORCROSS SAFETY PRODUCTS L.L.C. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of January 1, 2002, is entered into by and between Norcross Safety Products L.L.C., a Delaware limited liability company (the "COMPANY"), and David F. Myers, Jr. ("EXECUTIVE"). Certain capitalized terms used but not otherwise defined herein are defined in SECTION 7. In the course of Executive's employment with the Company, Executive shall become familiar with the Company's near-permanent relationships with its suppliers, customers and employees and Confidential Information (as defined in SECTION 6 below), and Executive's services shall be of special, unique and extraordinary value to the Company. The Company and Executive desire to enter into an agreement (i) relating to Executive's employment by

Norcross Capital Corp – Per Month Per Year Per Sq. Ft --------------------------------------- 25,600 Sq. Ft. Existing Space $ 9,600.00 $ 115,200.00 $ 4.50 ----------- ------------ ------- 30,400 Sq. Ft. Expansion Space $ 14,250.00 $ 171,000.00 $ 5.63 ----------- ------------ ------- Total = $ 23,850.00 $ 286,200.00 ----------- ------------ Tenant shall continue to pay the rental amount set forth in the Lease until the Expansion Space is made available by Landlord. The parties agree that the Fair Market Rental Value, as defined in Section 4 of the Lease, for the Expansion Space is Four and 50/100 ($4.50) per square fo (November 14th, 2003)

Exhibit 10.5 LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is made and entered into effective the 1st day of August, 1998, by and between AMERICAN FIREFIGHTERS COOPERATIVE, INC., an Ohio corporation ("Landlord") and MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited liability company ("Tenant"). 1. PREMISES: Landlord, in consideration of the rent to be paid and the covenants to be performed by Tenant, does hereby lease unto Tenant, and Tenant hereby rents from Landlord, on the terms and conditions hereinafter set forth, the real property containing approximately five (5) acres, as legally described on Exhibit "A" attached hereto and made a part hereof (the "Real Estate"), together with all improvements thereon [including the improved building containing 25,600 leasable square feet (the "Building")], and all appurtenances thereto (hereinafter collectively the "Premises"). The Building is commonly known as #1 Innovation Court, Dayton, Ohio 45414. 2. TERM: The "Initial Term" of this

Norcross Capital Corp – Page SECTION 1. DEFINITIONS.................................................... ..................................1 1.1 Defined Terms.......................... ............................................................1 1.2 Other Definitional Provisions........................................................ .............27 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.................................................................27 2.1 Term Commitments; Procedure for Term Loan Borrowing...............................................27 2.2 Repayment of Term Loans................................. (November 14th, 2003)

Exhibit 10.2 EXECUTION COPY ================================================================================ U.S.$160,000,000 C$10,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 20, 2003 among NORCROSS SAFETY PRODUCTS L.L.C., NORTH SAFETY PRODUCTS INC., and MORNING PRIDE MANUFACTURING L.L.C., as U.S. Borrowers, NORTH SAFETY PRODUCTS LTD., as Canadian Borrower, The Several Lenders from Time to Time Parties Hereto, FLEET NATIONAL BANK, as Administrative Agent, CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent and Canadian Lender, and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent ================================================================================ FLEET SECURITIES, INC. and CIBC WORLD MARKETS CORP., as Co-Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS

Norcross Capital Corp – GUARANTEED, UNSECURED PROMISSORY NOTE (November 14th, 2003)

Exhibit 10.7 MORNING PRIDE MANUFACTURING L.L.C. GUARANTEED, UNSECURED PROMISSORY NOTE NOTICE: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THIS NOTE MAY NOT BE TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE MAKER IS PROVIDED WITH AN OPINION OF COUNSEL, SATISFACTORY TO MAKER, THAT SUCH DISPOSITION DOES NOT VIOLATE APPLICABLE SECURITIES LAWS. $2,924,000 August 14, 1998 Rock Island, Illinois FOR VALUE RECEIVED, the undersigned, Morning Pride Manufacturing L.L.C., a Delaware limited liability company ("MAKER"), promises to pay to the order of William Grilliot and Mary Grilliot (collectively, "PAYEE"), their successors and assigns, the principal sum of Two Million Nine Hundred Twenty-Four Tho

Norcross Capital Corp – EMPLOYMENT AGREEMENT (November 14th, 2003)

Exhibit 10.13 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "AGREEMENT") is made February 17, 2000 by and between Arkon Safety Equipment, Inc. (the "COMPANY") and Claude Roberge ("EXECUTIVE"). The Company and the Executive desire to enter into an agreement (i) defining the relative rights of the Company and the Executive, (ii) setting forth the obligation of Executive to refrain from competing with the Company during his employment with the Company and for a period of time thereafter as provided herein and (iii) setting forth certain terms of Executive's employment with the Company. This Agreement amends and restates in its entirety the existing Employment Agreement, by and between the Company and Executive. The Company is party to a Stock Purchase Agreement, dated February 17,

Norcross Capital Corp – AMENDMENT NO.1 TO GUARANTEED, UNSECURED PROMISSORY NOTE (November 14th, 2003)

Exhibit 10.8 AMENDMENT NO.1 TO GUARANTEED, UNSECURED PROMISSORY NOTE THIS AMENDMENT NO.1 (this "AMENDMENT") is made as of September 30, 1998, by and among Morning Pride Manufacturing L.L.C., a Delaware limited liability company (the "COMPANY") and William and Mary Grilliot (collectively, the "GRANTEES"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Note (hereinafter defined). WHEREAS, the Company executed a Guaranteed, Unsecured Promissory Note in the principal amount of $2,924,000, dated as of August 14, 1998(the "NOTE"); and WHEREAS, the parties hereto desire to amend the Note in the manner described herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows: