FOURTH AMENDMENT AND CONSENT
Exhibit 10.1
EXECUTION COPY
FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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 one provision of the Credit Agreement and consent to non-compliance with certain other provisions of the Credit Agreement; and
WHEREAS, the Lenders are willing to amend such provision and consent to such non-compliance 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. Amendment to Section 7.6 of the Credit Agreement. Section 7.6 of the Credit Agreement is hereby amended by deleting the amount “$600,000” included in Section 7.6(c) and substituting in lieu thereof the amount “$1,000,000”.
SECTION 2. Consents. The Lenders hereby consent that, so long as no Default or Event of Default shall have occurred and be continuing, Holdco, together with its U.S. Wholly Owned Subsidiary, NSP Holdings Capital Corp., may, on or before the day that is 120 days after the date hereof, issue its Senior Notes due 2011 pursuant to an indenture made in connection therewith in an aggregate principal amount not to exceed $100,000,000; provided that the interest on such Notes shall be payable in kind during the first five years following the date of issue thereof and the other terms of which shall be reasonably satisfactory to the Administrative
Agent; and provided, further, that at least $60,000,000 of the Net Cash Proceeds therefrom shall be used to make distributions to Holdco’s preferred equity holders.
SECTION 3. 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 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 4. 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 the Required Lenders, (b) the Acknowledgment and Consent attached hereto shall have been executed and delivered by each Guarantor and (c) the Administrative Agent shall have received on behalf of each Lender which shall have executed and delivered this Amendment on or before 12:00 noon on December 29, 2004 an amendment fee in an amount equal to 0.10% of the sum of the Term Loans, U.S. Revolving Credit Commitment and Canadian Commitment of such Lender (with any amount denominated in Canadian Dollars being converted to Dollars at the Equivalent thereof on December 29, 2004).
SECTION 5. 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 6. 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 7. 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 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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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.
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NORCROSS SAFETY PRODUCTS L.L.C. |
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By: |
/s/ Xxxxx X. Xxxxx, Xx. |
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Name: |
XXXXX X. XXXXX, XX. |
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Title: |
EVP/CFO |
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NORTH SAFETY PRODUCTS INC. |
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By: |
/s/ Xxxxx X. Xxxxx, Xx. |
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Name: |
XXXXX X. XXXXX, XX. |
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Title: |
EVP/CFO |
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MORNING PRIDE MANUFACTURING L.L.C. |
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By: |
/s/ Xxxxx X. Xxxxx, Xx. |
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Name: |
XXXXX X. XXXXX, XX. |
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Title: |
EVP/CFO |
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NORTH SAFETY PRODUCTS LTD. |
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By: |
/s/ Xxxxx X. Xxxxx, Xx. |
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Name: |
XXXXX X. XXXXX, XX. |
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Title: |
EVP/CFO |
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FLEET NATIONAL BANK, as Administrative Agent and as a U.S. Lender |
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By: |
/s/ Xxxxx van der Xxxxx |
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Name: |
Xxxxx van der Xxxxx |
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Title: |
Director |
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CANADIAN IMPERIAL BANK OF COMMERCE, solely as Syndication Agent |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
XXXXXX XXXXXXX |
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Title: |
EXECUTIVE DIRECTOR |
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CIBC WORLD MARKETS CORP., AS AGENT |
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GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent and as a U.S. Lender |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Duly Authorized Signatory |
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CANADIAN IMPERIAL BANK OF COMMERCE, solely as Canadian Lender |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
XXXXXX XXXXXXX |
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Title: |
EXECUTIVE DIRECTOR |
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CIBC WORLD MARKETS CORP., AS AGENT |
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CIBC INC., as a U.S. Lender |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
XXXXXX XXXXXXX |
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Title: |
EXECUTIVE DIRECTOR |
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CIBC WORLD MARKETS CORP., AS AGENT |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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ANTARES CAPITAL CORPORATION |
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By: |
/s/ Xxxxx Xxxxx |
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Name: |
Xxxxx Xxxxx |
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Title: |
Director |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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ANTARES FUNDING, L.P. |
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JPMorgan Chase Bank, as trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999. |
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By: |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Vice President |
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APEX (IDM) CDO I, LTD. |
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ELC (CAYMAN) LTD. CDO SERIES 1999-I |
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ELC (CAYMAN) LTD. 1999-III |
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ELC (CAYMAN) LTD. 2000-I |
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XXXXX CLO LTD. 2000-I |
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By: Babson Capital Management LLC as |
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By: |
/s/ Xxxxx X Xxxxx |
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Name: |
XXXXX X XXXXX, CFA |
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Title: |
Managing Director |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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BRYN MAWR CLO, LTD. |
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By: Deerfield Capital Management LLC |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Senior Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Centurion CDO II, Ltd. |
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By: American Express Asset Management |
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[NAME OF LENDER] |
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By: |
/s/ Xxxxxxx X. Xxxx |
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Name: |
Xxxxxxx X. Xxxx |
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Title: |
Director-Operations |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Centurion CDO VI, Ltd. |
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By: American Express Asset Management |
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[NAME OF LENDER] |
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By: |
/s/ Xxxxxxx X. Xxxx |
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Name: |
Xxxxxxx X. Xxxx |
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Title: |
Director-Operations |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Citicorp Insurance and Investment Trust |
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By: Travelers Asset Management
International |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Investment Officer |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Citigroup Investments Corporate Loan Fund Inc. |
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By: Travelers Asset Management
International |
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By: |
/s/ Xxxx X’Xxxxxxx |
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Name: |
Xxxx X’Xxxxxxx |
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Title: |
Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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NAME OF LENDER |
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DEUTSCHE BANK TRUST COMPANY |
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By: DB Services New Jersey, Inc. |
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By: |
/s/ Xxxxxx Xxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Flagship CLO II |
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By: Flagship Capital Management, Inc. |
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By: |
/s/ Xxxx X. Xxxxxxxxx |
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Name: |
Xxxx X. Xxxxxxxxx |
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Title: |
Director |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Flagship CLO-2001-1 |
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By: Flagship Capital Management, Inc. |
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By: |
/s/ Xxxx X. Xxxxxxxxx |
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Name: |
Xxxx X. Xxxxxxxxx |
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Title: |
Director |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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FOREST CREEK CLO, LTD. |
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By: Deerfield Capital Management LLC |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Senior Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Franklin CLO III, Limited |
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[NAME OF LENDER] |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
XXXXX XXXXXX |
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Title: |
VICE PRESIDENT |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Franklin CLO IV, Limited |
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[NAME OF LENDER] |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
XXXXX XXXXXX |
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Title: |
VICE PRESIDENT |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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FRANKLIN
FLOATING RATE |
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[NAME OF LENDER] |
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By: |
/s/ Xxxxxxxx Xxx |
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Name: |
Xxxxxxxx Xxx |
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Title: |
Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Franklin Floating Rate Master Series |
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[NAME OF LENDER] |
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By: |
/s/ Xxxxxxxx Xxx |
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Name: |
Xxxxxxxx Xxx |
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Title: |
Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Franklin Floating Rate Trust |
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[NAME OF LENDER] |
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By: |
/s/ Xxxxxxxx Xxx |
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Name: |
Xxxxxxxx Xxx |
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Title: |
Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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GLENEAGLES TRADING LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxx |
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Title: |
Assistant Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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GMAC COMMERCIAL FINANCE LLC |
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[NAME OF LENDER] |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
XXXX XXXXXXXX |
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Title: |
VP |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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GoldenTree Loan Opportunities I, Limited |
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By: GoldenTree Asset Management, LP |
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By: |
/s/ Xxxx Xxxxx |
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Name: |
Xxxx Xxxxx |
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Title: |
Research Analyst |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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GoldenTree Loan Opportunities II, Limited |
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By: GoldenTree Asset Management, LP |
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By: |
/s/ Xxxx Xxxxx |
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Name: |
Xxxx Xxxxx |
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Title: |
Research Analyst |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Xxxxxx’x Island CDO, Ltd. |
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By: CypressTree Investment Management
Company, Inc., |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx, CFA |
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Title: |
Managing Director |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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ING SENIOR INCOME FUND |
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By: ING Investment Management, Co. |
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By: |
/s/ Xxxxxxxx X. Xxxx |
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Name: |
Xxxxxxxx X. Xxxx |
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Title: |
Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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ING PRIME RATE TRUST |
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By: ING Investment Management, Co. |
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By: |
/s/ Xxxxxxxx X. Xxxx |
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Name: |
Xxxxxxxx X. Xxxx |
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Title: |
Xxxxxxxx X. Xxxx |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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KZH CYPRESSTREE-1 LLC |
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[NAME OF LENDER] |
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By: |
/s/ Hi Hua |
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Name: |
HI HUA |
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Title: |
AUTHORIZED AGENT |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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KZH STERLING LLC |
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[NAME OF LENDER] |
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By: |
/s/ Hi Hua |
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Name: |
HI HUA |
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Title: |
AUTHORIZED AGENT |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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LOAN FUNDING IV, LLC |
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||||
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By: Highland Capital Management, L.P. |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx, CFA, CPA |
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Title: |
President |
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Highland Capital Management, L.P. |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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LONG GROVE CLO, LTD. |
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By: Deerfield Capital Management LLC |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Senior Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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MARINER CDO 2002, LTD. |
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By: Antares Asset Management Inc., |
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By: |
/s/ Xxxxx Xxxxx |
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Name: |
Xxxxx Xxxxx |
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Title: |
Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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XXXXXXX XXXXX CAPITAL, a division of |
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By: |
/s/ Xxxxx X. Xxxxxxxx |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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ML CLO XII PILGRIM AMERICA |
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By: ING Investments, LLC |
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By: |
/s/ Xxxxxxxx X. Xxxx |
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Name: |
Xxxxxxxx X. Xxxx |
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Title: |
Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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ML CLO XV PILGRIM AMERICA |
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By: ING Investments, LLC |
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By: |
/s/ Xxxxxxxx X. Xxxx |
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Name: |
Xxxxxxxx X. Xxxx |
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Title: |
Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Monument Capital Ltd., as Assignee |
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By: Alliance Capital Management L.P., |
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By: Alliance Capital Management Corporation, |
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By: |
/s/ Xxxx Xxxxxxxxxxx |
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Name: |
Xxxx Xxxxxxxxxxx |
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Title: |
Senior Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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MUIRFIELD TRADING LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxx |
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Title: |
Assistant Vice President |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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National City Bank |
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NAME OF LENDER |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: |
Xxxxx X. Xxxxxxx |
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||||
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Title: |
Account Officer |
|
||||
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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ROSEMONT CLO, LTD. |
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By: Deerfield Capital Management LLC |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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||
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Title: |
Senior Vice President |
|
||
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Sequils-Centurion V, Ltd. |
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By: American Express Asset Management |
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||||
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[NAME OF LENDER] |
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By: |
/s/ Xxxxxxx X. Xxxx |
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Name: |
Xxxxxxx X. Xxxx |
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Title: |
Director-Operations |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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SEQUILS-CUMBERLAND I, LTD. |
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By: Deerfield Capital Management LLC |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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||||
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Title: |
Senior Vice President |
|
||||
|
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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SEQUILS - PILGRIM I, LTD |
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By: ING Investments, LLC |
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By: |
/s/ Xxxxxxxx X. Xxxx |
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Name: |
Xxxxxxxx X. Xxxx |
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Title: |
Vice President |
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|||||
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Xxxxxxxxx Carrera CLO, Ltd. |
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By: Xxxxxxxxx Capital Partners LLC |
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By: |
/s/ Xxxxxxxxxxx X. Xxxxxx |
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||||
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Name: |
Xxxxxxxxxxx X. Xxxxxx |
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Title: |
Managing Partner |
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Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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The Travelers Insurance Company |
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By: |
/s/ Xxxxx Xxxxxxxx |
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||||||
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Name: |
Xxxxx Xxxxxxxx |
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|||||
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Title: |
Investment Officer |
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|||||
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|
Signature page to the FOURTH AMENDMENT AND CONSENT, dated as of December 29, 2004 (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”). |
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Windsor Loan Funding, Limited |
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Xxxxxxxxx Capital Partners LLC |
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||||||
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By: |
as its Investment Manager |
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||||||
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||||||||
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By: |
/s/ Xxxxxxxxxxx X. Xxxxxx |
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||||||
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Name: |
Xxxxxxxxxxx X. Xxxxxx |
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|||||
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Title: |
Managing Partner |
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|||||
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.
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NSP HOLDING L.L.C. |
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By: |
/s/ Xxxxx X. Xxxxx, Xx. |
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Name: XXXXX X. XXXXX, XX. |
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Title: EVP/CFO |
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NORCROSS SAFETY PRODUCTS L.L.C. |
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By: |
/s/ Xxxxx X. Xxxxx, Xx. |
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Name: XXXXX X. XXXXX, XX. |
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Title: EVP/CFO |
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MORNING PRIDE MANUFACTURING L.L.C. |
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/s/ Xxxxx X. Xxxxx, Xx. |
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Name: XXXXX X. XXXXX, XX. |
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Title: EVP/CFO |
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NORTH SAFETY PRODUCTS INC. |
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By: |
/s/ Xxxxx X. Xxxxx, Xx. |
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Name: XXXXX X. XXXXX, XX. |
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Title: EVP/CFO |
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NORTH SAFETY MEXICO HOLDINGS LLC |
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By: |
/s/ Xxxxx X. Xxxxx, Xx. |
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Name: XXXXX X. XXXXX, XX. |
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Title: EVP/CFO |
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