STOCK PURCHASE AGREEMENT by and among NORCROSS SAFETY PRODUCTS L.L.C., THE FIBRE-METAL PRODUCTS COMPANY, RESIDUARY TRUST UNDER THE WILL OF CHARLES E. BOWERS, JR., TRUST UNDER THE WILL OF CHARLES E. BOWERS, JR. FOR THE BENEFIT OF JUDITH L. BOWERS, and...Stock Purchase Agreement • November 15th, 2005 • Norcross Safety Products LLC • Miscellaneous manufacturing industries • Pennsylvania
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of October, 2005, by and among Norcross Safety Products L.L.C., a Delaware limited liability company (“Buyer”), The Fibre-Metal Products Company, a Delaware corporation (“Fibre-Metal”), Residuary Trust under the Will of Charles E. Bowers, Jr., Trust under the Will of Charles E. Bowers, Jr. for the benefit of Judith L. Bowers, and Charles E. Bowers, Jr. Irrevocable Trust dated December 17, 1990 (each of whom is a stockholder of the Company and is referred to herein individually as a “Stockholder” and collectively as the “Stockholders”), and Charles J. Grandi (“Grandi”) who is an executive officer of Fibre-Metal who has a contractual right to receive a portion of the proceeds of the transactions contemplated hereby.
INCREMENTAL FACILITY AMENDMENTNorcross Safety Products LLC • November 15th, 2005 • Miscellaneous manufacturing industries • New York
Reference is hereby made to the Credit Agreement dated as of July 19, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SAFETY PRODUCTS HOLDINGS, INC., a Delaware corporation, as a Guarantor, SPH ACQUISITION LLC, a Delaware limited liability company (now known as NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited liability company (the “Parent Borrower”)), NORTH SAFETY PRODUCTS INC., a Delaware corporation, and MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited company (the “U.S. Subsidiary Borrowers”) (the U.S. Subsidiary Borrowers together with the Parent Borrower being collectively referred to as the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a company organized and existing under the laws of Canada (“the Canadian Borrower”) (the Canadian Borrower, together with the U.S. Borrowers, being collectively referred to as the “Borrowers”), the several banks and other financial institutions or entities from
