Exhibit 10.1


 


EXECUTION COPY


 


FOURTH
AMENDMENT AND CONSENT


 


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.


 


[Rest of page left intentionally blank]


 


2





















 


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/ David F. Myers, Jr.

  
	
   

  	
   

  	
  Name:

  	
  DAVID F. MYERS, JR.

  
	
   

  	
   

  	
  Title:

  	
  EVP/CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH SAFETY PRODUCTS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  
	
   

  	
   

  	
  Name:

  	
  DAVID F. MYERS, JR.

  
	
   

  	
   

  	
  Title:

  	
  EVP/CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORNING PRIDE MANUFACTURING L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  
	
   

  	
   

  	
  Name:

  	
  DAVID F. MYERS, JR.

  
	
   

  	
   

  	
  Title:

  	
  EVP/CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH SAFETY PRODUCTS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  
	
   

  	
   

  	
  Name:

  	
  DAVID F. MYERS, JR.

  
	
   

  	
   

  	
  Title:

  	
  EVP/CFO

  



 





















 


	
   

  	
  FLEET NATIONAL BANK, as Administrative
  Agent and as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter van der Horst

  
	
   

  	
   

  	
  Name:

  	
  Peter van der Horst

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CANADIAN IMPERIAL BANK OF COMMERCE, solely
  as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald Girardi

  
	
   

  	
   

  	
  Name:

  	
  GERALD
  GIRARDI

  
	
   

  	
   

  	
  Title:

  	
  EXECUTIVE
  DIRECTOR

  
	
   

  	
   

  	
  CIBC WORLD
  MARKETS CORP., AS AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION, as
  Documentation Agent and as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Schaefer

  
	
   

  	
   

  	
  Name:

  	
  Eric Schaefer

  
	
   

  	
   

  	
  Title:

  	
  Duly Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CANADIAN IMPERIAL BANK OF COMMERCE, solely
  as Canadian Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald Girardi

  
	
   

  	
   

  	
  Name:

  	
  GERALD
  GIRARDI

  
	
   

  	
   

  	
  Title:

  	
  EXECUTIVE
  DIRECTOR

  
	
   

  	
   

  	
  CIBC WORLD
  MARKETS CORP., AS AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CIBC INC., as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald Girardi

  
	
   

  	
   

  	
  Name:

  	
  GERALD
  GIRARDI

  
	
   

  	
   

  	
  Title:

  	
  EXECUTIVE
  DIRECTOR

  
	
   

  	
   

  	
  CIBC WORLD
  MARKETS CORP., AS AGENT

  



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANTARES CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Mahon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Mahon

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANTARES FUNDING, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  JPMorgan Chase Bank, as trustee of the
  Antares Funding Trust created under the Trust Agreement dated as of November
  30, 1999.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Greg Sheehan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Greg Sheehan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 





















 


	
   

  	
  APEX (IDM) CDO I, LTD.

  
	
   

  	
  ELC (CAYMAN) LTD. CDO SERIES 1999-I

  
	
   

  	
  ELC (CAYMAN) LTD. 1999-III

  
	
   

  	
  ELC (CAYMAN) LTD. 2000-I

  
	
   

  	
  TRYON CLO LTD. 2000-I

  
	
   

  	
  By: Babson Capital Management LLC as

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Glenn P Duffy

  	
   

  
	
   

  	
   

  	
  Name:

  	
  GLENN P
  DUFFY, CFA

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRYN MAWR CLO, LTD.

  
	
   

  	
  By: Deerfield Capital Management LLC

  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matt Stouffer

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Centurion
  CDO II, Ltd.

  
	
   

  	
  By: American Express Asset Management

  Group, Inc. as Collateral Manager

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vincent P. Pham

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Vincent P.
  Pham

  
	
   

  	
   

  	
  Title:

  	
  Director-Operations

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Centurion CDO VI, Ltd.

  
	
   

  	
  By: American Express Asset Management

  Group, Inc. as Collateral Manager

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vincent P. Pham

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Vincent P.
  Pham

  
	
   

  	
   

  	
  Title:

  	
  Director-Operations

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Citicorp
  Insurance and Investment Trust

  
	
   

  	
  By: Travelers Asset Management
  International

  Company LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Allen Cantrell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Allen
  Cantrell

  
	
   

  	
   

  	
  Title:

  	
  Investment
  Officer

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Citigroup
  Investments Corporate Loan Fund Inc.

  
	
   

  	
  By: Travelers Asset Management
  International

  Company LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John O’Connell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John O’Connell

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
  NAME OF LENDER

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS

  
	
   

  	
  By: DB Services New Jersey, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward Schaffer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edward
  Schaffer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Flagship CLO II

  
	
   

  	
  By: Flagship Capital Management, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark S. Pelletier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark S.
  Pelletier

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Flagship CLO-2001-1

  
	
   

  	
  By: Flagship Capital Management, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark S. Pelletier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark S.
  Pelletier

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
  FOREST CREEK CLO, LTD.

  
	
   

  	
  By: Deerfield Capital Management LLC

  as its Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matt
  Stouffer

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Franklin CLO
  III, Limited

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Ardini

  	
   

  
	
   

  	
   

  	
  Name:

  	
  DAVID ARDINI

  
	
   

  	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Franklin CLO
  IV, Limited

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Ardini

  	
   

  
	
   

  	
   

  	
  Name:

  	
  DAVID ARDINI

  
	
   

  	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRANKLIN
  FLOATING RATE

  DAILY ACCESS FUND

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Madeline Lam

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Madeline Lam

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Franklin
  Floating Rate Master Series

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Madeline Lam

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Madeline Lam

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Franklin
  Floating Rate Trust

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Madeline Lam

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Madeline Lam

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLENEAGLES TRADING LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J.
  Koslick

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL FINANCE LLC

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mike Williams

  	
   

  
	
   

  	
   

  	
  Name:

  	
  MIKE
  WILLIAMS

  
	
   

  	
   

  	
  Title:

  	
  VP

  
					



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GoldenTree Loan Opportunities I, Limited

  	
   

  
	
   

  	
  By: GoldenTree Asset Management, LP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Seeve

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Seeve

  
	
   

  	
   

  	
  Title:

  	
  Research
  Analyst

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GoldenTree Loan Opportunities II, Limited

  	
   

  
	
   

  	
  By: GoldenTree Asset Management, LP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Seeve

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric Seeve

  
	
   

  	
   

  	
  Title:

  	
  Research
  Analyst

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Hewett’s Island CDO, Ltd.

  	
   

  
	
   

  	
  By: CypressTree Investment Management
  Company, Inc.,

  as Portfolio Manager.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Megar

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jeffrey
  Megar, CFA

  
	
   

  	
  Title:

  	
  Managing
  Director

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ING SENIOR INCOME FUND

  	
   

  
	
   

  	
  By: ING Investment Management, Co.

  as its investment manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore M. Haag

  	
   

  
	
   

  	
  Name:

  	
  Theodore M.
  Haag

  
	
   

  	
  Title:

  	
  Vice
  President

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ING PRIME RATE TRUST

  	
   

  
	
   

  	
  By: ING Investment Management, Co.

  as its investment manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore M. Haag

  	
   

  
	
   

  	
  Name:

  	
  Theodore M.
  Haag

  
	
   

  	
  Title:

  	
  Theodore M.
  Haag

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KZH CYPRESSTREE-1 LLC

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hi Hua

  	
   

  
	
   

  	
  Name:

  	
  HI HUA

  
	
   

  	
  Title:

  	
  AUTHORIZED
  AGENT

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KZH STERLING LLC

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hi Hua

  	
   

  
	
   

  	
  Name:

  	
  HI HUA

  
	
   

  	
  Title:

  	
  AUTHORIZED
  AGENT

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LOAN FUNDING
  IV, LLC

  	
   

  
	
   

  	
  By: Highland Capital Management, L.P.

  As Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Dondero

  	
   

  
	
   

  	
  Name:

  	
  James
  Dondero, CFA, CPA

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
  Highland Capital
  Management, L.P.

  	
   

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LONG GROVE
  CLO, LTD.

  	
   

  
	
   

  	
  By: Deerfield Capital Management LLC

  as its Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  	
   

  
	
   

  	
  Name:

  	
  Matt
  Stouffer

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARINER CDO
  2002, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Antares Asset Management Inc.,

  as Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Mahon

  	
   

  
	
   

  	
  Name:

  	
  David Mahon

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
								



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH CAPITAL, a division of

  Merrill Lynch Business Financial Services Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julia F. Maslanka

  	
   

  
	
   

  	
  Name:

  	
  Julia F.
  Maslanka

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
								



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ML CLO XII PILGRIM AMERICA

  (CAYMAN) LTD,

  
	
   

  	
  By: ING Investments, LLC

  as its investment manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore M. Haag

  	
   

  
	
   

  	
  Name:

  	
  Theodore M.
  Haag

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
									



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ML CLO XV PILGRIM AMERICA

  (CAYMAN) LTD,

  
	
   

  	
  By: ING Investments, LLC

  as its investment manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore M. Haag

  	
   

  
	
   

  	
  Name:

  	
  Theodore M.
  Haag

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
									



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Monument Capital Ltd., as Assignee

  
	
   

  	
  By: Alliance Capital Management L.P.,

  as Investment Manager

  
	
   

  	
  By: Alliance Capital Management Corporation,

  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel Serebransky

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Joel
  Serebransky

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MUIRFIELD TRADING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
  Name:

  	
  Meredith J.
  Koslick

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  	
   

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  National
  City Bank

  	
   

  
	
   

  	
  NAME OF
  LENDER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Renee M. Bonnell

  	
   

  
	
   

  	
  Name:

  	
  Renee M.
  Bonnell

  	
   

  
	
   

  	
  Title:

  	
  Account
  Officer

  	
   

  
								



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
  ROSEMONT CLO, LTD.

  
	
   

  	
  By: Deerfield Capital Management LLC

  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  	
   

  
	
   

  	
  Name:

  	
  Matt
  Stouffer

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
						



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Sequils-Centurion
  V, Ltd.

  	
   

  
	
   

  	
  By: American Express Asset Management

  Group, Inc. as Collateral Manager

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vincent P. Pham

  	
   

  
	
   

  	
  Name:

  	
  Vincent P.
  Pham

  	
   

  
	
   

  	
  Title:

  	
  Director-Operations

  	
   

  
							



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
  SEQUILS-CUMBERLAND
  I, LTD.

  	
   

  
	
   

  	
  By: Deerfield Capital Management LLC

  as its Collateral Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matt Stouffer

  	
   

  
	
   

  	
  Name:

  	
  Matt
  Stouffer

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
								



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEQUILS - PILGRIM
  I, LTD

  	
   

  
	
   

  	
  By: ING Investments, LLC

  as its investment manager

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore M. Haag

  	
   

  
	
   

  	
  Name:

  	
  Theodore M.
  Haag

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
									



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
  Stanfield
  Carrera CLO, Ltd.

  	
   

  
	
   

  	
  By: Stanfield Capital Partners LLC

  as its Asset Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  E. Jansen

  	
   

  
	
   

  	
   

  	
  Title:

  	
     Managing
  Partner

  	
   

  
								



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The
  Travelers Insurance Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Allen Cantrell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Allen
  Cantrell

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Investment
  Officer

  	
   

  
										



 





















 


	
   

  	
  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”).

  
	
   

  	
   

  
	
   

  	
   

  	
  Windsor Loan
  Funding, Limited

  
	
   

  	
   

  	
    Stanfield
  Capital Partners LLC

  	
   

  
	
   

  	
  By:

  	
        as
  its Investment Manager

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  E. Jansen

  	
   

  
	
   

  	
   

  	
  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/ David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
  Name: DAVID F. MYERS, JR.

  	
   

  
	
   

  	
   

  	
  Title:   EVP/CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NORCROSS SAFETY PRODUCTS L.L.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
  Name: DAVID F. MYERS, JR.

  	
   

  
	
   

  	
   

  	
  Title:   EVP/CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORNING PRIDE MANUFACTURING L.L.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
  Name: DAVID F. MYERS, JR.

  	
   

  
	
   

  	
   

  	
  Title:   EVP/CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTH SAFETY PRODUCTS INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
  Name: DAVID F. MYERS, JR.

  	
   

  
	
   

  	
   

  	
  Title:   EVP/CFO

  	
   

  
					



 





















 


	
   

  	
  NORTH SAFETY MEXICO HOLDINGS LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
  Name: DAVID F. MYERS, JR.

  	
   

  
	
   

  	
   

  	
  Title:   EVP/CFO