Exhibit 10.3
FIRST AMENDMENT AND CONSENT
FIRST AMENDMENT AND CONSENT, dated as of July 24, 2003 (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"), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent
(in such capacity, the "SYNDICATION AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
WHEREAS, the Borrowers have requested that the Lenders agree to amend
certain provisions of the Credit Agreement; and
WHEREAS, the Lenders are willing to amend such provisions on and
subject to the terms and conditions herein;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, the
parties agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, terms
defined in the Credit Agreement shall have those meanings when used herein.
SECTION 2. AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT. (a)
Section 1.1 of the Credit Agreement is hereby amended by (i) deleting clause (y)
from the parenthetical clause immediately preceding the proviso included in the
definition of "CONSOLIDATED EBITDA" and substituting in lieu thereof "(y) in the
case of the fiscal quarters ending March 31, 2002, December 31, 2002 and
September 30, 2003, the $2,800,000, $9,500,000 and $2,900,000, respectively,
extraordinary charges taken in such quarters (or the fiscal quarters in which
such extraordinary charges were taken)", (ii) deleting " and (f)" included at
the end of the definition of "CONSOLIDATED FIXED CHARGES" and substituting in
lieu thereof ", (f) and (h)", (iii) deleting the amount "$10,000,000" included
in the definition of "CONSOLIDATED TOTAL DEBT" and substituting in lieu thereof
the amount "$20,000,000", (iv) deleting "Section 7.6(f)(i)" included at the end
of
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clause (b)(xiii) of the definition of "EXCESS CASH FLOW" and substituting in
lieu thereof "Sections 7.6(f)(i), 7.6(h) and 7.6(i)" and (v) deleting the
definition of "SPECIFIED CHANGE OF CONTROL" in its entirety and substituting in
lieu thereof:
"SPECIFIED CHANGE OF CONTROL: a Change of Control as defined in the
Note Agreement or as defined in the indenture pursuant to which the 2003
Senior Subordinated Notes of NSP shall be issued in accordance with Section
9(a) of the First Amendment and Consent to this Agreement."
(b) Section 1.1 of the Credit Agreement is hereby further amended by adding
the following new defined term in appropriate alphabetical order:
"HOLDCO NOTES": the 12.5% senior unsecured notes of Holdco due 2012,
to be issued pursuant to the indenture related thereto in accordance with
Section 9(c) of the First Amendment and Consent to this Agreement.
"KCL": Kachele-Cama Latex GmbH, a company organized and existing under
the laws of Germany.
"WARRANT AGREEMENT": the Warrant Agreement, dated as of February 17,
2000, among Holdco and each of the Persons named on Annex I thereto, as in
effect on July 16, 2003.
SECTION 3. AMENDMENTS TO SECTION 2.9 OF THE CREDIT AGREEMENT.
Section 2.9 of the Credit Agreement is hereby amended by (a) deleting Section
2.9(e) thereof in its entirety and (b) deleting all cross-references to Section
2.9(e) thereof in their entirety.
SECTION 4. AMENDMENT TO SECTION 2.25 OF THE CREDIT AGREEMENT.
Section 2.25(a) of the Credit Agreement is hereby amended by deleting the amount
"$25,000,000" included therein and substituting in lieu thereof the amount
"$50,000,000".
SECTION 5. AMENDMENT TO SECTION 7.1 OF THE CREDIT AGREEMENT. Section
7.1 of the Credit Agreement is hereby amended by deleting Section 7.1 in its
entirety and substituting in lieu thereof the following:
"(a) CONSOLIDATED TOTAL LEVERAGE RATIO. Permit the Consolidated Total
Leverage Ratio as at the last day of any period of four consecutive fiscal
quarters of NSP ending with any fiscal quarter ending during any period set
forth below to exceed the ratio set forth below opposite such period:
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Consolidated Total
Period Leverage Ratio
06/30/03 through 09/29/03 4.90x
09/30/03 through 12/31/04 5.25x
03/31/05 through 12/31/05 5.10x
03/31/06 through 12/31/06 4.70x
03/31/07 through 12/31/07 4.35x
03/31/08 through 12/31/08 4.00x
01/01/09 through 03/31/09 3.75x
(b) CONSOLIDATED INTEREST COVERAGE RATIO. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters
of NSP ending with any fiscal quarter ending during any period set forth
below to be less than the ratio set forth below opposite such period:
Consolidated Interest
Period Coverage Ratio
06/30/03 through 09/29/03 1.90x
09/30/03 through 09/30/06 2.00x
12/31/06 through 03/31/09 2.25x
(c) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Permit the Consolidated
Fixed Charge Coverage Ratio for any period of four consecutive fiscal
quarters of NSP ending with any fiscal quarter ending during any period set
forth below to be less than the ratio set forth below opposite such period:
Consolidated Fixed Charge
Period Coverage Ratio
06/30/03 through 09/30/05 1.10x
12/31/05 through 09/30/06 1.15x
12/31/06 through 03/31/09 1.25x
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(d) CONSOLIDATED SENIOR LEVERAGE RATIO. Permit the Consolidated Senior
Leverage Ratio as at the last day of any period of four consecutive fiscal
quarters of NSP ending with any fiscal quarter ending during any period set
forth below to exceed the ratio set forth below opposite such period:
Consolidated Senior
Period Leverage Ratio
06/30/03 through 09/29/03 2.75x
09/30/03 through 09/30/05 2.25x
12/31/05 through 09/30/06 2.00x
12/31/06 through 03/31/09 1.75x"
SECTION 6. AMENDMENTS TO SECTION 7.2 OF THE CREDIT AGREEMENT.
Section 7.2 of the Credit Agreement is hereby amended by (a) deleting the amount
"$10,000,000" included in Section 7.2(i) and substituting in lieu thereof
"$15,000,000 (for purposes of this clause (i) any amount due on any
foreign-currency-denominated intercompany loan by NSP to its German Subsidiary
in connection with the acquisition of KCL by NSP shall be calculated based upon
the exchange rate in effect on the date such loan is made)", (b) deleting the
word "and" at the end of Section 7.2(j), (c) deleting the period at the end of
Section 7.2(k) and substituting "; and" in lieu thereof and (d) inserting
thereafter the following new Section 7.2(l):
"(l) Indebtedness of Holdco in respect of Sections 2.1(c) and 5.4 of
the Warrant Agreement, PROVIDED that such Indebtedness is determined in
accordance with the terms and conditions thereof."
SECTION 7. AMENDMENTS TO SECTION 7.6 OF THE CREDIT AGREEMENT.
Section 7.6 of the Credit Agreement is hereby amended by (a) deleting the word
"and" at the end of Section 7.6(f), (b) deleting the period at the end of
Section 7.6(g) and substituting a semicolon in lieu thereof and (c) inserting
thereafter the following new Sections 7.6(h) and 7.6(i):
"(h) NSP may, so long as no Default or Event of Default shall have
occurred and be continuing, pay cash dividends to Holdco from time to time
in amounts necessary for Holdco to pay interest on the Holdco Notes when
and as (and only when and as) such interest becomes due and payable,
PROVIDED that NSP shall not make any such cash dividend payments to Holdco
before the Revolver Termination Date; and
(i) Any Subsidiary of KCL may, so long as no Default or Event of
Default shall have occurred and be continuing, make Restricted Payments to
its shareholders other than KCL in an aggregate amount which bears the same
ratio to the Restricted Payments made by such Subsidiary to KCL as the
number of shares of the common stock of such Subsidiary owned by such
shareholders bears to the aggregate number of shares of the common stock of
such Subsidiary owned by KCL."
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SECTION 8. AMENDMENTS TO SECTION 7.8 OF THE CREDIT AGREEMENT.
Section 7.8 of the Credit Agreement is hereby amended by (a) inserting at the
end of paragraph (h) the following:
"PROVIDED, HOWEVER, that any Investments in joint ventures in
existence on the date of the acquisition by NSP of all the Capital Stock of
KCL as permitted by Section 7.8(q) shall be permitted and shall not at any
time constitute a utilization of either of the baskets set forth in this
paragraph (h)."
, (b) deleting the amount "$20,000,000" included in paragraph (j) thereof and
substituting in lieu thereof the amount "$35,000,000", (c) deleting the amount
"$50,000,000" included in paragraph (j) thereof and substituting in lieu thereof
the amount "$75,000,000", (d) deleting the word "and" at the end of Section
7.8(o), (e) deleting the period at the end of Section 7.8(p) and substituting ";
and" in lieu thereof and (f) inserting thereafter the following new Section
7.8(q):
"(q) the acquisition by NSP or one or more of its wholly owned
subsidiaries of all the Capital Stock of KCL for an aggregate purchase
price not to exceed $20,000,000."
SECTION 9. CONSENTS. (a) The Lenders hereby consent that, so long as
(i) no Default or Event of Default shall have occurred and be continuing and
(ii) the Borrower shall have obtained and delivered to the Lenders letters from
Xxxxx'x Investors Service and Standard & Poor's that affirm that, after giving
effect to the issuance of the 2003 Senior Subordinated Notes, the debt incurred
pursuant to the Credit Agreement will be rated "B1" and "B+" or higher,
respectively, NSP and
Norcross Capital Corp. may, on or before the day that is
120 days after the date hereof, issue their Senior Subordinated Notes due 2011
(the "2003 SENIOR SUBORDINATED NOTES") pursuant to an indenture made in
connection therewith in an aggregate principal amount not to exceed $200,000,000
on terms reasonably satisfactory to the Administrative Agent; PROVIDED that the
Net Cash Proceeds therefrom shall be used to prepay, in full, the Senior
Subordinated Notes (as a result of which, in accordance with the definition of
the term "Senior Subordinated Notes" set forth in Section 1.1 of the Credit
Agreement, the 2003 Senior Subordinated Notes shall thereafter be included as
Senior Subordinated Notes for all purposes of the Credit Agreement as hereby
amended), PROVIDED, FURTHER, that notwithstanding the requirements of Section
2.9(a) of the Credit Agreement, for principal amounts up to, and including,
$160,000,000, no less than $30,000,000 of the proceeds therefrom shall be used
to prepay the Term Loans, and PROVIDED, FURTHER, that for principal amounts the
Net Cash Proceeds of which are in excess of $160,000,000, 100% of the Net Cash
Proceeds in excess of $160,000,000 shall be used to prepay the Term Loans.
(b) The Lenders hereby further consent that NSP may, so long as no Default
or Event of Default shall have occurred and be continuing, notwithstanding the
limitations of Section 7.6(g) or Section 7.10 of the Credit Agreement, on or
before the day that is 120 days after the date hereof and only upon the issuance
of the 2003 Senior Subordinated Notes, pay a one-time cash dividend to Holdco in
an aggregate amount not to exceed $2,000,000, PROVIDED that the proceeds thereof
are used either to (x) make one-time cash payments to certain members of the
senior management of NSP or (y) purchase preferred stock of Holdco from senior
management of NSP.
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(c) The Lenders hereby further consent that Holdco may, so long as no
Default or Event of Default shall have occurred and be continuing, (i) on or
before the day that is 120 days after the date hereof, issue its 12.5% senior
unsecured notes due 2012 pursuant to the indenture made in connection therewith
on terms reasonably satisfactory to the Administrative Agent in an initial
aggregate principal amount not to exceed $25,000,000 and (ii) notwithstanding
the limitations in Section 7.9 of the Credit Agreement, make payments in an
aggregate amount not to exceed $5,500,000 on account of its Indebtedness
permitted pursuant to Section 7.2(l) of the Credit Agreement as hereby amended
and/or its obligations under Section 5.4 of the Warrant Agreement.
(d) The Lenders hereby further consent that, if one or more of the
shareholders of Holdco (the "SHAREHOLDER INVESTORS") shall make an equity
investment or equity investments in Holdco (whether directly or indirectly
through the conversion to Holdco equity of Indebtedness of NSP resulting from a
loan or loans in cash by the Shareholder Investors to NSP) in an aggregate
amount equal to $5,000,000 or more the proceeds of which are used by Holdco to
make a cash capital contribution to NSP (or, as the case may be, the proceeds of
which loans to NSP are used by NSP) to provide funding for NSP's acquisition of
KCL, NSP may, if and only if the issuance of the 2003 Senior Subordinated Notes
permitted by Section 7(a) hereof shall be completed on or before the day that is
120 days after the date hereof for aggregate gross proceeds of at least
$150,000,000 and notwithstanding the provisions of Section 7.6 of the Credit
Agreement, either (i) use the proceeds from the issuance of the 2003 Senior
Subordinated Notes as described herein to pay, in full, no more than $5,000,000
principal amount of the aforementioned loan or loans by the Shareholder
Investors to NSP plus interest on such $5,000,000 principal amount calculated at
the rate of 6.66% per annum or (ii) make Restricted Payments to Holdco on or
before such 120th day that are used by Holdco to repurchase or redeem such
equity investment or investments, PROVIDED that the aggregate amount of such
Restricted Payments by NSP shall not exceed the lesser of (i) $7,000,000 and
(ii) that amount which, when paid ratably to the shareholders of Holdco, would
result in the aggregate amount thereof received by the Shareholder Investors
being equal to $5,000,000.
(e) The Lenders hereby further consent that any intercompany loan by NSP to
its German Subsidiary in connection with the acquisition of KCL by NSP shall not
be deemed a transaction with an Affiliate for purposes of Section 7.10 of the
Credit Agreement.
SECTION 10. AFFIRMATIVE COVENANTS. The Borrowers shall, only upon the
issuance of the 2003 Senior Subordinated Notes, pay to the Administrative Agent,
in immediately available funds, for the account of each Lender that has
delivered (including by telecopy) an executed counterpart of this Amendment to
the Administrative Agent or its counsel prior to 5:00 p.m.
New York time on July
25, 2003, an amendment fee equal to 0.25% of the aggregate amount of the sum of
(a) such Lender's Term Loans then outstanding after giving effect to any
prepayment thereof in accordance with Section 9(a) hereof and (b) such Lender's
U.S. Revolving Commitment or Canadian Commitment in effect on the date of this
Amendment.
SECTION 11. REPRESENTATIONS AND WARRANTIES. The Borrowers jointly and
severally represent and warrant that the representations and warranties made by
the Borrowers in Section 4 of the Credit Agreement, after giving effect to this
Amendment and the transactions contemplated hereby, are true and correct in all
material respects, except where such
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representations and warranties relate to an earlier date in which case such
representations and warranties are true and correct in all material respects as
of such earlier date. The Borrowers jointly and severally represent and warrant
that, after giving effect to this Amendment, no Default or Event of Default has
occurred and is continuing.
SECTION 12. EFFECTIVENESS. This Amendment shall be effective on and
as of the date of this Amendment at such time that (a) it shall have been
executed and delivered by each of the Borrowers, the Administrative Agent, the
Required Lenders and the U.S. Required Lenders and (b) the Acknowledgment and
Consent attached hereto shall have been executed and delivered by each
Guarantor; PROVIDED, HOWEVER, that (i) the amendments set forth in Sections 3,
5, 8(b) and 8(c) hereof shall become effective only if the issuance of the 2003
Senior Subordinated Notes shall be completed in accordance with Section 9(a)
hereof on or before the day which is 120 days after the date hereof, (ii) in the
event that the 2003 Senior Subordinated Notes are not issued in accordance with
Section 9(a) hereof, the KCL acquisition referred to in Section 8(f) hereof
shall be deemed a utilization of the $50,000,000 basket set forth in Section
7.8(j) of the Credit Agreement and (iii) the amendments set forth in Section 7
hereof (insofar as such Section would insert a new Section 7.6(h) into Section
7.6 of the Credit Agreement) shall only become effective if the issuance of the
2003 Senior Subordinated Notes shall be completed in accordance with Section
9(a) herein on or before the day that is 120 days after the date hereof.
SECTION 13. CONTINUING EFFECT OF CREDIT AGREEMENT. This Amendment
shall not constitute a waiver, amendment or modification of any other provision
of the Credit Agreement not expressly referred to herein and shall not be
construed as a waiver or consent to any further or future action on the part of
the Borrowers that would require a waiver or consent of the Lenders or the
Administrative Agent. Except as expressly amended or modified herein, the
provisions of the Credit Agreement are and shall remain in full force and
effect.
SECTION 14. COUNTERPARTS. This Amendment may be executed by one or
more of the parties to this Amendment on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this Amendment signed by all the parties shall be lodged with NSP and
the Administrative Agent.
SECTION 15. PAYMENT OF EXPENSES. The Borrowers agree, jointly and
severally, to pay or reimburse the Administrative Agent for all of its
reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of this Amendment and any other documents
prepared in connection herewith, and the consummation and administration of the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.
SECTION 16. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the day and year first herein written.
NORCROSS SAFETY PRODUCTS L.L.C.
By: /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title: Executive Vice President /
Chief Financial Officer
NORTH SAFETY PRODUCTS INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title: Executive Vice President /
Chief Financial Officer
MORNING PRIDE MANUFACTURING L.L.C.
By: /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title: Executive Vice President /
Chief Financial Officer
NORTH SAFETY PRODUCTS LTD.
By: /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title: Executive Vice President /
Chief Financial Officer
FLEET NATIONAL BANK, as Administrative
Agent and as a U.S. Lender
By: /s/ Xxxxxxx X .Xxxxxxxx
Name: Xxxxxxx X .Xxxxxxxx
Title: Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE, solely as Syndication Agent
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Executive Vice President CIBC
World Martkets Corp., as Agent
GENERAL ELECTRIC CAPITAL
CORPORATION, as Documentation Agent
and as a U.S. Lender
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Risk Manager
CANADIAN IMPERIAL BANK OF
COMMERCE, solely as Canadian Lender
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Executive Vice President CIBC
World Martkets Corp., as Agent
CIBC INC., as a U.S. Lender
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Executive Vice President CIBC
World Martkets Corp., as Agent
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management,
Inc.
As Sub-Managing Agent
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management,
Inc.
As Attorney in fact
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ANTARES CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Director
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
JPMORGAN CHASE BANK, AS TRUSTEE OF THE
ANTARES FUNDING TRUST CREATED UNDER THE
TRUST AGREEMENT DATED AS OF NOVEMEBER 30,
1999.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Officer
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
APEX (IDM) CDO I, LTD.
By: Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxxx X Xxxxx
------------------------------------
Name: XXXXX X XXXXX, CFA
Title: Managing Director
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management,
Inc.
As Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
BALANCED HIGH-YIELD FUND II, LTD.
By: ING Capital Advisors LLC
as Asset Manager
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
BRYN MAWR CLO, LTD.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
Centurion CDO II, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
Centurion CDO VI, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management,
Inc.
As Investment Advisor
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
CITICORP INSURANCE AND INVESTMENT TRUST
By Travelers Asset Management
International Company, LLC
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxx Xxxxxxxxxxxx
------------------------------------
Name: XXXXXX XXXXXXXXXXXX
Title: INVESTMENT OFFICER
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
CITICORP INVESTMENTS CORPORATE LOAN
FUND INC.
By Travelers Asset Management
International Company, LLC
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxx Xxxxxxxxxxxx
------------------------------------
Name: XXXXXX XXXXXXXXXXXX
Title: INVESTMENT OFFICER
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management,
Inc. as Investment Adviser
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
Xxxxxx III Leveraged Loan CDO 2002,
By Prudential Investment Management Inc., As
Collateral Manager
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ELC (CAYMAN) LTD.
By: Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxxx X Xxxxx
------------------------------------
Name: XXXXX X XXXXX, CFA
Title: Managing Director
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ELC (CAYMAN) LTD. 1999-III
By: Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxxx X Xxxxx
------------------------------------
Name: XXXXX X XXXXX, CFA
Title: Managing Director
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ELC (CAYMAN) LTD. 2000-I
By: Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxxx X Xxxxx
------------------------------------
Name: XXXXX X XXXXX, CFA
Title: Managing Director
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxxx X Xxxxx
------------------------------------
Name: XXXXX X XXXXX, CFA
Title: Managing Director
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
Flagship CLO II
By: Flagship Capital Management, Inc.
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
Flagship CLO 2001-I
By: Flagship Capital Management, Inc.
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
FOREST CREEK CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
FRANKLIN CLO III, LIMITED
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
FRANKLIN CLO IV, LIMITED
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
FRANKLIN FLOATING RATE
DAILY ACCESS FUND
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
FRANKLIN FLOATING RATE MASTER SERIES
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
FRANKLIN FLOATING RATE TRUST
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
GLENEAGLES TRADING LLC
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: ASSISTANT VICE PRESIDENT
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
GMAC COMMERCIAL FINANCE LLC
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Director
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
GOLDENTREE LOAN OPPORTUNITIES I, LIMITED
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
GOLDENTREE LOAN OPPORTUNITIES II, LIMITED
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
XXXXXXX XXXXX CREDIT PARTNERS, L.P.
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Authorized Signatory
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ING PRIME RATE TRUST
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxxxxx X. XxXxxxx
------------------------------------
Name: XXXXXXX X. XXXXXXX, CFA
Title: VICE PRESIDENT
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management,
Inc.
As Collateral Manager
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
KZH CYPRESSTREE-I LLC
By: /s/ Hi Hua
------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
KZH HIGHLAND-2 LLC
By: /s/ Hi Hua
------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
KZH ING-2 LLC
By: /s/ Hi Hua
------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
KZH STERLING LLC
By: /s/ Hi Hua
------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
MARINER CDO 2002, LTD.
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
Xxxxxxx Xxxxx Capital, a division of
Xxxxxxx Xxxxx Business Financial Services
Inc.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
Metropolitan Life Insurance Company
By: /s/ Xxxxx X. Wivich
------------------------------------
Name: Xxxxx X. Wivich
Title: Director
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxxxxx X. XxXxxxx
------------------------------------
Name: XXXXXXX X. XXXXXXX, CFA
Title: VICE PRESIDENT
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD.
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxxxxx X. XxXxxxx
-------------------------------
Name: XXXXXXX X. XXXXXXX, CFA
Title: VICE PRESIDENT
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
Monument Capital Ltd
[NAME OF LENDER]
By: /s/ Xxx Xxxxxxxx
------------------------------------
Name: Xxx Xxxxxxxx
Title: Analyst
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
MUIRFIELD TRADING LLC
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: ASSISTANT VICE PRESIDENT
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
NATIONAL CITY BANK
By: /s/ Xxxxxx Xxxxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Assistant Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-I, LTD.
By: INVESCO Senior Secured Management,
Inc. As Subadvisor
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
OLYMPIC FUNDING TRUST, SERIES 1999-1
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: AUTHORIZED AGENT
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
RCG ANCHOR, LLC
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: M.D.
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
ROSEMONT CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management,
Inc.
As Asset Manager
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
Sequils - Centurion V, Ltd.
By: American Express Asset
Management Group, Inc.
as Collateral Manager
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
SEQUILS-Cumberland I, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management,
Inc.
As Collateral Manager
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
SEQUILS-PILGRIM I, LTD
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxxxxx X. XxXxxxx
-------------------------------
Name: XXXXXXX X. XXXXXXX, CFA
Title: VICE PRESIDENT
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
SIGNATURE 5 L.P.
---------------------------------------
[NAME OF LENDER]
XXXX XXXXXXX LIFE INSURANCE COMPANY AS
PORTFOLIO ADVISOR
By: /s/ Xxxxxx X. Xxx
------------------------------------
Name: XXXXXX X. XXX
Title: MANAGING DIRECTOR
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
XXXXXXXXX CARRERA CLO, LTD.
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS ASSET MANAGER
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: XXXXXXXXXXX X. XXXXXX
Title: MANAGING PARTNER
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
THE TRAVELERS INSURANCE COMPANY
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxx Xxxxxxxxxxxx
------------------------------------
Name: XXXXXX XXXXXXXXXXXX
Title: INVESTMENT OFFICER
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
XXXXX CLO LTD. 2000-I
By: Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxxx X Xxxxx
------------------------------------
Name: XXXXX X XXXXX, CFA
Title: MANAGING DIRECTOR
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
VENTURE CDO 2002, LIMITED
BY ITS INVESTMENT ADVISOR, BARCLAYS
CAPITAL ASSET MANAGEMENT LIMITED,
BY ITS SUB-ADVISOR, BARCLAYS BANK PLC,
NEW YORK BRANCH
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: XXXXXXX X. XXXXX
Title: DIRECTOR
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
VENTURE II CDO 2002, LIMITED
BY ITS INVESTMENT ADVISOR, BARCLAYS
BANK PLC,
NEW YORK BRANCH
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: XXXXXXX X. XXXXX
Title: DIRECTOR
Signature page to the FIRST AMENDMENT AND
CONSENT dated as of July 24, 2003 (this
"AMENDMENT"), to the Second Amended and
Restated Credit Agreement, dated as of
March 20, 2003, as amended (as so
amended, 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"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication
agent (in such capacity, the "SYNDICATION
AGENT") and FLEET NATIONAL BANK, as
administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT").
WINDSOR LOAN FUNDING, LIMITED
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS INVESTMENT MANAGER
---------------------------------------
[NAME OF LENDER]
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: XXXXXXXXXXX X. XXXXXX
Title: MANAGING PARTNER
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned as guarantors under the Second Amended and
Restated Guarantee and Collateral Agreement, dated as of March 20, 2003 (as
amended, supplemented or otherwise modified from time to time, the "GUARANTEE"),
made by the undersigned in favor of the Administrative Agent, for the benefit of
the Lenders, hereby (a) consents to the transactions contemplated by this
Amendment, and (b) acknowledges and agrees that the guarantees (and grants of
collateral security therefor) contained in such Guarantee are, and shall remain,
in full force and effect after giving effect to this Amendment, and all prior
modifications to the Credit Agreement and the Guarantee.
NSP HOLDING L.L.C.
By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Executive Vice President /
Chief Financial Officer
NORCROSS SAFETY PRODUCTS L.L.C.
By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Executive Vice President /
Chief Financial Officer
MORNING PRIDE MANUFACTURING L.L.C.
By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Executive Vice President /
Chief Financial Officer
NORTH SAFETY PRODUCTS INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Executive Vice President /
Chief Financial Officer
PRO-WARRINGTON L.L.C.
By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Executive Vice President /
Chief Financial Officer
NORTH SAFETY MEXICO HOLDINGS LLC
By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Executive Vice President /
Chief Financial Officer
