0000066570-14-000010 Sample Contracts

GUARANTEE AGREEMENT
Guarantee Agreement • February 24th, 2014 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS GUARANTEE AGREEMENT, dated as of February 12, 2014 (this “Guarantee Agreement”), is made by GENERAL MONITORS TRANSNATIONAL, LLC, a Nevada limited liability company (the “Guarantor”), in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 24th, 2014 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York

MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation (together with its successors and assigns, the "Company''), agrees with each of the purchasers whose names appear at the end hereof (each a "Purchaser" and, collectively, the "Purchasers") as follows:

AMENDMENT NO. 1 AND WAIVER TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 24th, 2014 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York

AMENDMENT NO. 1 AND WAIVER TO NOTE PURCHASE AGREEMENT, dated as of February 12, 2014 (this “Agreement”), is by and among MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation (the “Company”), and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).

AMENDMENT NO. 1 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Note Purchase and Private Shelf Agreement • February 24th, 2014 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York

AMENDMENT NO. 1 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT, dated as of April 5, 2012 (this “Agreement”), is among MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation (the “Company”), PRUDENTIAL INVESTMENT MANAGEMENT, INC. (“Prudential”) and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).

AMENDMENT NO. 3 AND WAIVER TO NOTE PURCHASE AGREEMENT
Waiver to Note Purchase Agreement • February 24th, 2014 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York

AMENDMENT NO. 3 AND WAIVER TO NOTE PURCHASE AGREEMENT (this “Waiver”), dated as of February 12, 2014, by and among MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation (the “Company”), each of the Guarantors signatory hereto, PRUDENTIAL INVESTMENT MANAGEMENT, INC. (“Prudential”) and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).

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