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EXHIBIT 4.4
FIRST AMENDMENT AND AGREEMENT
TO
REVOLVING CREDIT NOTE
For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the undersigned CITIZENS BANK OF RHODE ISLAND, a Rhode
Island financial institution with offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Lender"); and BACOU USA, INC., a Delaware corporation
with offices at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Borrower"), hereby amend, effective the date hereof, that certain Revolving
Credit Note dated May 21, 1997 (the "Note") issued by the Borrower to the
Lender, as follows:
(a) by deleting from the upper left hand corner of the first page of
the Note the numbers "$28,000,000" and inserting in lieu thereof the
numbers "$31,000,000";
(b) by deleting from the sixth line of the first paragraph of the
Note the words and numbers "Twenty-Eight Million Dollars ($28,000,000)" and
inserting in lieu thereof the words and numbers "Thirty-One Million Dollars
($31,000,000)"; and
(c) by amending the third paragraph of the Note to read in its
entirety as follows: "Interest, at the applicable rate, coming due under
this Revolving Credit Note shall be paid monthly, in arrears, commencing on
the last day of February, 1998, and continuing on the last day of each
successive month thereafter (each such payment date is herein called an
"Installment Date") until the entire principal balance due under this
Revolving Credit Note is paid in full; provided, however, that the entire
principal balance of this Revolving Credit Note and all interest and
charges due hereunder shall be due and payable on the 31st day of May, 2000
(the "Maturity Date"), unless otherwise extended by Lender in writing."
Except as amended hereby, the Note shall remain in full force and effect
and is in all respects hereby ratified and affirmed. The foregoing merely
modifies the Note and is not intended to be, nor does it act as, a substitution
for the same.
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IN WITNESS WHEREOF, the undersigned parties have caused this First
Amendment and Agreement to Revolving Credit Note to be executed by their duly
authorized officers as of the ____ day of February, 1998.
WITNESS: BACOU USA, INC.
_________________________________ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice Chairman, President and
Chief Executive Officer
_________________________________ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Executive Vice President and
Chief Financial Officer
CITIZENS BANK OF RHODE ISLAND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Senior Vice President
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