Exhibit10.5

INCREMENTAL FACILITYAMENDMENT

To:                              Credit Suisse, as Administrative Agentunder the Credit Agreement referred to below

Dated:             June 9, 2006

Reference is hereby made to the Credit Agreement datedas of July 19, 2005 (as amended, amended and restated, supplemented orotherwise modified from time to time, the “Credit Agreement”), amongSAFETY PRODUCTS HOLDINGS, INC., a Delaware corporation, as a Guarantor, SPHACQUISITION LLC, a Delaware limited liability company (now known as NORCROSSSAFETY PRODUCTS L.L.C., a Delaware limited liability company (the “ParentBorrower”)), NORTH SAFETY PRODUCTS INC., a Delaware corporation, and MORNINGPRIDE MANUFACTURING L.L.C., a Delaware limited company (the “U.S. SubsidiaryBorrowers”) (the U.S. Subsidiary Borrowers together with the ParentBorrower being collectively referred to as the “U.S. Borrowers”), NORTHSAFETY PRODUCTS LTD., a company organized and existing under the laws of Canada(“the Canadian Borrower”) (the Canadian Borrower, together with the U.S.Borrowers, being collectively referred to as the “Borrowers”), theseveral banks and other financial institutions or entities from time to timeparties to this Agreement which extend a Commitment to the U.S. Borrowers (the “U.S.Lenders”), the several banks and other financial institutions or entitiesfrom time to time parties to this Agreement which extend a Commitment to theCanadian Borrower (the “Canadian Lenders” and, together with the U.S.Lenders, the “Lenders”), GMAC COMMERCIAL FINANCE LLC, LASALLE BANKNATIONAL ASSOCIATION and US BANK NATIONAL ASSOCIATION, as documentation agents(in such capacity, the “Documentation Agents”), BANK OF AMERICA, N.A.,as syndication agent (in such capacity, the “Syndication Agent”), CREDITSUISSE, as administrative agent (in such capacity, the “Administrative Agent”)and CREDIT SUISSE, TORONTO BRANCH, as Canadian agent (in such capacity, the “CanadianAgent”).  Terms used herein withoutdefinition shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, pursuant to Section 2.25 of the CreditAgreement, Borrower may from time to time request incremental Term Loans andrelated incremental Term Commitments in an aggregate amount not to exceed$100,000,000, subject to the terms and conditions set forth therein;

WHEREAS, the Borrowers hereby submit this request tothe Administrative Agent that the effective date of the increase of Term Loansto which this Incremental Facility Amendment (defined below) relates be thedate hereof, and that the amount of such increase be $15,000,000.

WHEREAS, Credit Suisse and the other Lenders listed onthe signature pages hereto (the “Increasing Lenders”) have agreed,subject to the terms and conditions set forth herein and in the CreditAgreement, to make an incremental Term Loan (the “Incremental Term Loan”)and provide a related incremental Term Commitment (the “Incremental TermCommitment”) to Borrower in an amount of $15,000,000, the proceeds of whichwill be used to acquire all of the equity interests of The White RubberCorporation (“White Rubber”) (the “Acquisition”) pursuant to astock purchase agreement entered into between White Rubber, the stockholders ofWhite Rubber and the Parent Borrower dated June 9, 2006 and to pay the costsand expenses related thereto; and

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WHEREAS, pursuant to Section 2.25 of the CreditAgreement, amendments to the Credit Agreement that are required to give effectto increases in the Term Loans shall only require the consent of the ParentBorrower and the Administrative Agent.

NOW, THEREFORE: 

SECTION 1.           IncrementalAmendment. 

(a)           Thisamendment (this “Incremental Facility Amendment”) is an amendmentincreasing the Term Loans referred to in Section 2.25 of the Credit Agreement,and Parent Borrower and the Increasing Lenders hereby agree and notify youthat: 

### (i)   the total Incremental Term Commitment of theIncreasing Lenders is $15,000,000; and

### (ii)  subject to the satisfaction of the conditionsto Borrowing under Section 5.2 of the Credit Agreement and to the satisfactionof the conditions set forth in clauses (A) through (C) below, the fundingof the Incremental Term Loan will occur in one drawing upon the ParentBorrower’s request in accordance with Sections 2.1 and 5.2 of the CreditAgreement (provided that the Closing Date shall be the date hereof).  In the event that all or any portion of theIncremental Term Loan is not borrowed on or before the date hereof, theunborrowed portion of the Incremental Term Commitment shall automaticallyterminate on such date unless the Increasing Lenders shall agree to an extension.

#### (A)          no Event of Default shall haveoccurred and be continuing or occur as a result of the Incremental Term Loan;

#### (B)           the proceeds of the Incremental TermLoans will be used solely for Permitted Acquisitions and the costs and expensesrelated thereto;

#### (C)           on a pro forma basis, after givingeffect to the making of the Incremental Term Loan and the use of proceeds, theConsolidated Senior Leverage Ratio does not exceed 3.25 to 1.00;

#### (D)          on a pro forma basis (as set forth inthe definition of the term “Permitted Acquisition” in the CreditAgreement), the Borrowers are in compliance with Section 7.1 of the CreditAgreement; and

#### (E)           Parent Borrower shall have deliveredto the Administrative Agent and Increasing Lenders an officer’s certificate,dated the date of borrowing, certifying satisfaction of the requirements ofSection 2.25(a) of the Credit Agreement, including as described in clauses (A),(B), (C) and (D) above.

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## (b)           Each of theIncreasing Lenders and the Parent Borrower hereby agree that the IncrementalTerm Loan made pursuant to this Incremental Facility Amendment will be a TermLoan and any Lender with an outstanding Incremental Term Loan will be a TermLender, in each case for any and all purposes under the Credit Agreement and(A) shall rank pari passu in right of payment and right of security in respectof the Collateral with the existing Term Loans and (B) shall have the sameterms as Term Loans existing immediately prior to the effectiveness of thisIncremental Facility Amendment.

## (c)           The table set forthin Section 2.2 of the Credit Agreement is hereby amended by adding (i) to eachquarterly installment from and including the fourth quarterly installment toand including the twenty-forth quarterly installment, $37,500 and (ii) to eachquarterly installment from and including the twenty-fifth quarterly installmentto and including the twenty-eighth quarterly installment, $3,553,125.

## (d)           The Parent Borrowercovenants and agrees that the proceeds of the Incremental Term Loan shall beused by the Parent Borrower for the Acquisition and to pay the costs andexpenses related thereto.

# SECTION 2.           Representations, Warranties andCovenants.  The Parent Borrowerrepresents, warrants and covenants to the Administrative Agent and to theIncreasing Lenders that:

## (a)           this IncrementalFacility Amendment has been duly authorized, executed and delivered by it andconstitutes a legal, valid and binding obligation of the Parent Borrower,enforceable against the Parent Borrower in accordance with its terms;

## (b)           after giving effectto this Incremental Facility Amendment, the representations and warranties setforth in Section 4 of the Credit Agreement and the other Loan Documents will betrue and correct with the same effect as if made on and as of the date hereof(unless expressly stated to relate to an earlier date, in which case suchrepresentations and warranties shall be true and correct as of such earlierdate), assupplemented by the updated schedules attached hereto as Exhibit A  with regard to the corresponding schedules,representations and warranties in the Credit Agreement; and

## (c)           as applicable, (i)each of the conditions to requesting Incremental Term Loans set forth in clause(a) of Section 2.25 of the Credit Agreement that does not require funding ofthe Incremental Term Loans is satisfied on the date of entering into thisIncremental Facility Amendment and (ii) each and all of the conditions torequesting Incremental Term Loans set forth in clause (a) of Section 2.25 ofthe Credit Agreement will be satisfied on the date of borrowing of the IncrementalTerm Loan.

# SECTION 3.           Conditions to Effectiveness.  This Incremental Amendment shall becomeeffective when:

(a)           the AdministrativeAgent shall have received counterparts of this Incremental Facility Amendmentthat, when taken together, bear the signatures of the Parent Borrower and theIncreasing Lenders;

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(b)           the representationsand warranties set forth in Section 2 hereof are true and correct (as set forthon an officer’s certificate delivered to the Administrative Agent and theIncreasing Lenders); and

(c)           all fees andexpenses required to be paid or reimbursed by the Parent Borrower pursuant tothe Credit Agreement, including all invoiced fees and expenses of counsel tothe Administrative Agent and Increasing Lenders shall have been paid or reimbursed,on or prior to effectiveness applicable.

# SECTION 4.           Roles.  Credit Suisse shall act in the capacity asSole Lead Arranger and Sole Bookrunner and Bank of America, N.A. shall act inthe capacity as Syndication Agent with respect to this Incremental FacilityAmendment, but in such capacity shall not have any obligations, duties orresponsibilities, nor shall incur any liabilities, under this IncrementalFacility Amendment or any other Loan Document.

# SECTION 5.           **Applicable Law.  THIS INCREMENTAL FACILITY AMENDMENT SHALL BECONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEWYORK.  SECTION 10.16 OF THE CREDITAGREEMENT SHALL APPLY TO THIS INCREMENTAL FACILITY AMENDMENT.**

# SECTION 6.           Credit Agreement; Loan Document.  Except as expressly set forth herein, thisIncremental Facility Amendment shall not by implication or otherwise limit,impair, constitute a waiver of, or otherwise affect the rights and remedies ofany party under, the Credit Agreement, nor alter, modify, amend or in any wayaffect any of the terms, conditions, obligations, covenants or agreementscontained in the Credit Agreement, all of which are ratified and affirmed inall respects and shall continue in full force and effect.  For the avoidance of doubt, this IncrementalFacility Amendment shall be deemed to be a “Loan Document” within the meaningof the Credit Agreement.

# SECTION 7.           Counterparts.  This Incremental Facility Amendment may be executedin two or more counterparts, each of which shall constitute an original, butall of which when taken together shall constitute but one agreement.  Delivery of an executed counterpart of asignature page of this Incremental Facility Amendment by facsimile transmissionshall be as effective as delivery of a manually executed counterpart of thisIncremental Facility Amendment.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have causedthis Incremental Facility Amendment to be duly executed by their authorizedofficers as of the date set forth above.
|        | U.S. BORROWERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | NORCROSS SAFETY PRODUCTS L.L.C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | By:   /s/ David F. Myers, Jr.                                                                                                                                  |
|   |         Name: David  F. Myers, Jr.                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |         Title:                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| .      | NORTH SAFETY PRODUCTS INC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | By:   /s/ David F. Myers, Jr.                                                                           |
|   |         Name: David  F. Myers, Jr.                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |         Title:                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | MORNING PRIDE MANUFACTURING L.L.C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | By:    /s/ David F.  Myers, Jr .                                                                                            |
|   |         Name: David  F. Myers, Jr.                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |         Title:                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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|        |   | INCREASING LENDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | CREDIT SUISSE, acting through its Cayman  Islands Branch, as Increasing Lender                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | By:    /s/ William O’ Daly                                                                                        |
|   |   |         Name:William  O’ Daly                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |         Title: Director                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | By:    /s/ Rianka Mohan                                                                            |
|   |   |         Name: Rianka  Mohan                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |         Title: Associate                                                                                                                                                                                                                                                                                                                                                                                                                               |

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|        |   | [OTHER INCREASING LENDERS]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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|   |   | By:                                                                                         |
|   |   |         Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |         Title:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | [if a second signature is required by the  institution           named on this page:]                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   |   | By:                                                                                                   |
|   |   |         Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |         Title:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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| CONSENTED TO:                                                                                                                                                                                                                                                                                                              |   |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                                                                                                                                                                                                       |   |   |
| CREDIT SUISSE, acting through its Cayman

Islands Branch, as Administrative Agent                                                                                                                                                                                                                                          |   |   |
|                                                                                                                                                                                                                                                                                                                       |   |   |
|                                                                                                                                                                                                                                                                                                                       |   |   |
| By:    /s/ William O’Daly                                             |   |   |
|         Name:  William O’ Daly                                                                                                                                                                                                                                                |   |   |
|         Title: Director                                                                                                                                                                                                                                                       |   |   |
|                                                                                                                                                                                                                                                                                                                       |   |   |
|                                                                                                                                                                                                                                                                                                                       |   |   |
| By:    /s/ Rianka Mohan                                                         |   |   |
|         Name: Rianka  Mohan                                                                                                                                                                                                                                                   |   |   |
|         Title: Associate                                                                                                                                                                                                                                                      |   |   |

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