**Exhibit 4.1**

 

**EXECUTION COPY**

** **

**NORCROSS SAFETY PRODUCTS L.L.C.**

**and**

**NORCROSS CAPITAL CORP.**

** **

**As Issuers**

** **

**and**

** **

**The GUARANTORS named herein**

** **

**9 7/8%Senior Subordinated Notes due 2011**

** **

**FIRST SUPPLEMENTAL INDENTURE**

** **

**Dated as of July 19, 2005**

** **

**Supplementing the Indenture datedas of August 13, 2003, among**

**Norcross Safety Products L.L.C.,Norcross Capital Corp., as Issuers, the Guarantors and**

**Wilmington Trust Company, astrustee**

** **

**WILMINGTON TRUST COMPANY**

**As Trustee**

** **

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FIRSTSUPPLEMENTAL INDENTURE dated as of July 19, 2005 (this “SupplementalIndenture”), is by and among Norcross Safety Products L.L.C., a Delawarelimited liability company (the “Company”), Norcross Capital Corp., aDelaware corporation (“Capital”), the guarantors listed on the signaturepages hereto (the “Guarantors” and, together with the Company andCapital, the “Issuers”) and Wilmington Trust Company, a Delaware bankingcorporation, as trustee under the Indenture referred to below (the “Trustee”).

 

WITNESSETH

 

WHEREAS,the Issuers and the Trustee are parties to an indenture dated as of August 13,2003 (the “Indenture”; capitalized terms used herein but not otherwisedefined shall have the meanings assigned to such terms in the Indenture),providing for the issuance by the Company and Capital of $152,500,000 aggregateprincipal amount of 9 7/8% Senior Subordinated Notes due 2011 (the “Notes”);

 

WHEREAS,Safety Products Holdings, Inc. has agreed to purchase from NSP Holdings L.L.C.,the Company’s parent, all of the equity interests of the Company and NSPHoldings Capital Corp. (the “Acquisition”);

 

WHEREAS,pursuant to the Consent Solicitation Statement dated as of June 13, 2005 (the “ConsentSolicitation”), the Company and Capital solicited consents from Holders ofthe Notes to (i) amend certain provisions of the Indenture, as set forthherein, and (ii) waive the Company’s obligations under the change in controlcovenant of the Indenture in connection with the Acquisition (the “Waiver”);

 

WHEREAS,Section 8.02 of the Indenture provides that the Issuers and the Trustee mayamend the Indenture with the consent of the Holders of at least a majority inaggregate principal amount of the Notes then outstanding (the “RequisiteConsents”);

 

WHEREAS,the Requisite Consents to the amendments effected by this SupplementalIndenture and the Waiver have been received; and

 

WHEREAS,all things necessary to make this Supplemental Indenture a valid agreement ofthe Issuers and the Trustee, in accordance with its terms, and a validamendment of, and supplement to, the Indenture, have been done;

 

NOWTHEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the Issuers and theTrustee mutually covenant and agree for the equal and ratable benefit of theHolders of the Notes as follows:

 

1.                                       Amendments.

 

(a)                                  Section 1.01 of the Indenture (Definitions)is hereby amended as follows:

 

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(i)                                     The following definition is hereby addedimmediately following the definition of “GAAP”:

 

“GEPT” means General Electric Pension Trust and its Affiliates.

 

(ii)                                  The following definition is hereby addedimmediately following the definition of “Notes”:

 

“Odyssey” means Odyssey Investment Partners Fund III, LP and itsAffiliates.

 

(iii)                               The definition of “Permitted Holders” ishereby amended by (a) deleting the words “the CIBC/Argosy Group, CIVC and JohnHancock” and (b) replacing them with “Odyssey and GEPT”.

 

2.                                       Waiver.

 

TheHolders have delivered the Requisite Consents in order to waive the Company’sobligations under the Change of Control covenant of the Indenture in connectionwith the Acquisition, which obligates the Company to commence an offer topurchase the Notes at a price equal to 101% of the principal amount of theNotes in the event of a Change of Control.

 

3.                                       Counterparts.

 

ThisSupplemental Indenture may be executed in any number of counterparts, and allsuch counterparts taken together shall be deemed to constitute one and the sameinstrument. Signature pages may be detached from counterpart documents andreassembled to form duplicate executed originals.

 

4.                                       Governing Law.

 

ThisSupplemental Indenture shall be governed by and construed in accordance withthe laws of the State of New York, as applied to contracts made andperformed within the state of New York, without regard to principles ofconflicts of law. Each of the parties hereto agrees to submit to thejurisdiction of the courts of the state of New York in any action or proceedingarising out of or relating to this Supplemental Indenture.

 

5.                                       Execution as Supplemental Indenture.

 

ThisSupplemental Indenture is executed and shall be construed as an indenturesupplemental to the Indenture and, as provided in the Indenture, thisSupplemental Indenture forms a part thereof. Except as herein expressly otherwisedefined, the use of the terms and expressions herein is in accordance with thedefinitions, uses and constructions contained in the Indenture.

 

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6.                                       Responsibility for Recitals, Etc.

 

Therecitals herein and in the Notes (except in the Trustee’s certificate ofauthentication) shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for the correctness thereof. TheTrustee makes no representations as to the validity or sufficiency of thisSupplemental Indenture or of the Notes. The Trustee shall not be accountablefor the use or application by the Issuers of the Notes or of the proceedsthereof.

 

7.                                       Provisions Binding on the Issuer’s Successors.

 

Allthe covenants, stipulations, promises and agreements contained in thisSupplemental Indenture by the Issuers shall bind their successors and assignswhether so expressed or not.

 

8.                                       Effective Time.

 

ThisSupplemental Indenture shall be deemed to be effective immediately prior to theconsummation of the Acquisition and shall cease to be effective if theAcquisition is not consummated.

 

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INWITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture tobe duly executed and delivered as of the date first written above.

 

 
|   | NORCROSS SAFETY PRODUCTS  L.L.C.    |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By:                                 | /s/ David F. Myers |   |
|   |                                | Name:  David F. Myers, Jr. |
|   |                                | Title: |
|   |                                |
|   |                                |
|   | NORCROSS CAPITAL CORP.              |
|   |                                |
|   |                                |
|   | By:                                 | /s/ David F. Myers |   |
|   |                                | Name:  David F. Myers, Jr. |
|   |                                | Title: |
|   |                                |
|   |                                |
|   | Guarantors:                         |
|   |                                |
|   |                                |
|   | MORNING PRIDE  MANUFACTURING L.L.C. |
|   | NORTH SAFETY MEXICO HOLDINGS  LLC   |
|   | NORTH SAFETY PRODUCTS INC.          |
|   | PRO-WARRINGTON L.L.C.               |
|   |                                |
|   |                                |
|   | By:                                 | /s/ David F. Myers |   |
|   |                                | Name:  David F. Myers, Jr. |
|   |                                | Title: |

 

 

[Opco Supp. Indenture]

 

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|   | WILMINGTON TRUST COMPANY, |
|--------|---------------------------|
|   |                      |
|   | as Trustee                |
|   |                      |
|   |                      |
|   | By:                       | /s/ James J. McGinley |   |
|   |                      | Name: | James J. McGinley |   |
|   |                      | Title: | Authorized Signer |   |

 

 

[Opco Supplemental Indenture]

 

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