FIRST AMENDMENT TO CREDIT AGREEMENT


FIRST AMENDMENT TO CREDIT  AGREEMENT (this  "Amendment"),  dated as of April 28,
2005,  among  AC  SAFETY  HOLDING  CORP.  (the  "Parent"),   AEARO   CORPORATION
("Holdings"),  AEARO COMPANY I (the "Borrower" and, together with the Parent and
Holdings, the "Credit Agreement Parties"),  the undersigned lenders party to the
Credit  Agreement  referred to below (the  "Consenting  Lenders"),  BEAR STEARNS
CORPORATE LENDING INC., as Syndication Agent (in such capacity, the "Syndication
Agent"),  NATIONAL  CITY  BANK  OF  INDIANA  and  WELLS  FARGO  BANK,  N.A.,  as
Co-Documentation  Agents (in such capacity, the "Co-Documentation  Agents"), and
DEUTSCHE BANK AG, NEW YORK BRANCH,  as  Administrative  Agent (in such capacity,
the "Administrative Agent"). Unless otherwise defined herein,  capitalized terms
used  herein  and  defined in the Credit  Agreement  referred  to below are used
herein as so defined.

                              W I T N E S S E T H :


     WHEREAS, the Parent,  Holdings, the Borrower, the Lenders from time to time
party  thereto,  the  Syndication  Agent,  the  Co-Documentation  Agents and the
Administrative Agent, are party to a Credit Agreement, dated as of April 7, 2004
(as the same has been amended,  restated,  modified and/or  supplemented to, but
not including, the date hereof, the "Credit Agreement"); WHEREAS, subject to the
terms and  conditions  set forth  below,  the  parties  hereto wish to amend the
Credit Agreement as provided herein;


      NOW, THEREFORE, it is agreed;

  A.  Amendments

      1.   Section  1.01(c) of the Credit  Agreement is hereby amended by
(a)  deleting  the  text"and  shall  in no  event  be  incurred  later  than the
Incremental Commitment Termination Date"appearing in said Section, (b) inserting
the text"or Euros" immediately after the text "Dollars" appearing in clause (ii)
of said Section, (c) deleting the text", provided that no Incremental Term Loans
may be made part of the Tranche of Euro Term Loans" appearing in clause (iii) of
said Section and inserting the text",  provided that  Incremental Term Loans may
only be added to another Tranche of Term Loans  denominated in the same currency
as such  Incremental  Term Loans" in lieu thereof and (d)  inserting the text"in
the case of Incremental Term Loans denominated in Dollars,"  immediately  before
the text"except as hereafter provided" appearing clause (iv) of said Section.

      2.   Section  1.09 of the Credit  Agreement is hereby  amended by
inserting  the text or Euro  Incremental  Term Loans" after each instance of the
text "Euro Term Loans" appearing in said Section.

      3.   Section 1.10 of the Credit Agreement is hereby amended by
(a) inserting the text "or Euro  Incremental  Term Loans" after each instance of
the text "Euro Term Loans"  appearing in said Section and (b) inserting the text
"or Euro Incremental Term Loan" after each instance of the text "Euro Term Loan"
appearing in said Section.

      4.  Section 1.15(a) of the Credit  Agreement is hereby amended by
(a) deleting the text "but  excluding the Tranche of Euro Term Loans"  appearing
in the lead-in of said Section and inserting the text "provided that Incremental
Term Loans may only be added to another Tranche of Term Loans denominated in the
same currency as such Incremental Term Loans" in lieu thereof,  (b) deleting the
text "and prior to the Incremental Term Loan Commitment  Termination  Date", (c)
deleting the amount  "$60,000,000" and inserting the amount "$75,000,000 (or the
Dollar Equivalent  thereof with respect to Euro Incremental Term Loans)" in lieu
thereof and (d) deleting each instance of the text", provided that no Tranche of
Incremental Term Loans may be added to the Tranche of Euro Term Loans" appearing
in clause (v) and (vi) of said Section and  inserting  the text  "provided  that
Incremental  Term  Loans  may only be added to  another  Tranche  of Term  Loans
denominated  in the  same  currency  as such  Incremental  Term  Loans"  in lieu
thereof.

      5. Section  4.02(e) of the Credit  Agreement is hereby amended by
(a) deleting the word "and"  appearing  immediately  before clause (vii) of said
Section and  inserting a comma (",") in lieu thereof and (b)  inserting the text
", (viii) so long as no Default or Event of Default  shall have  occurred and be
continuing,  proceeds  from any capital  contribution  or issuance of Designated
Preferred  Stock or Qualified  Capital  Stock,  in each case, to the extent such
proceeds are used by Holdings to repay, redeem or repurchase,  in a like amount,
Designated Holdings Notes or any Designated  Refinancing Notes within 90 days of
the receipt thereof),  (ix) so long as no Default or Event of Default shall have
occurred  and be  continuing,  proceeds  from  the  issuance  by the  Parent  of
Designated  Preferred  Stock to the extent the proceeds  thereof are used to pay
Dividends  permitted  under  Section  9.03(xiv)  within  90 days of the  receipt
thereof and (x) proceeds  from the issuance of  Qualified  Capital  Stock by the
Parent,   so  long  as  such  proceeds  are  used  in  accordance  with  Section
9.03(iv)(c)" immediately after clause (vii) of said Section.

      6. Section 4.02(f)of the Credit Agreement is hereby amended by inserting
the text "or(xviii)"immediately  after the text "Section 9.04(xiv)" appearing in
said Section.

      7. Section 4.03 of the Credit Agreement is hereby amended by inserting the
text "or Euro Incremental Term Loans"  immediately  after the text "on Euro Term
Loans appearing in said Section.

      8. Section  8.01(h) is hereby amended by (a)inserting the text "or
Designated  Preferred  Stock  "  immediately  after  the  text  "holders  of its
Indebtedness"  appearing in said Section and (b)inserting the text "or aggregate
liquidation  preference,  as the case may be"  immediately  before  the text "in
excess of $10,000,000" appearing in said Section.

      9. Section 8.08 of the Credit Agreement is hereby amended by inserting the
text ",  provided  that such  fiscal  year may be changed to end on  December 31
(together  with  corresponding  changes to such fiscal  quarters to end on dates
consistent  with a December 31 fiscal year end) so long as (i) the Parent  shall
have  given the  Administrative  Agent at least 30 days'  prior  written  notice
thereof and (ii) on or prior to such change in fiscal year and fiscal  quarters,
the relevant  Credit  Parties and the Required  Lenders  shall have entered into
certain technical amendments and modifications to this Agreement to preserve the
intent of the parties with respect to the covenants and  agreements set forth in
Sections 8.01, 9.07 and any other provisions of this Agreement reasonably deemed
appropriate by the  Administrative  Agent" immediately after the text "September
30" appearing in clause (ii) of said Section.

      10. Section 8 of the Credit Agreement is hereby further  amended by
inserting the following new Section 8.16 immediately  after Section 8.15 of said
Section:

               "8.16 Designated Holdings Notes; Designated Refinancing Notes and
          Designated  Preferred  Stock. (a) Holdings shall pay interest owing on
          any outstanding  Designated  Holdings Notes or Designated  Refinancing
          Notes, in each case only through the issuance of additional Designated
          Holdings  Notes or  Designated  Refinancing  Notes (or, in the case of
          discount notes,  increased as a result of accretion) (as  applicable),
          rather than in cash, to the maximum extent permitted by the Designated
          Holdings Note Documents or the Designated  Refinancing  Note Documents
          (as applicable).

               (b)  Holdings shall pay all Dividends on Designated  Preferred
          Stockthrough  the  issuance of  additional  shares of  Designated
          Preferred Stock or an increase in the aggregate liquidation preference
          of the  shares  of  Designated  Preferred  Stock in  respect  of which
          Dividends  have  accrued  (but  not in  cash)  to the  maximum  extent
          permitted by the Designated Preferred Stock Documents."

      11. Section  9.02(xvi) of the Credit  Agreement is hereby amended by
(a) inserting the text "and/or Safety Prescription Eyewear Division" immediately
after the text "Specialty Composites Division" appearing in said Section and (b)
inserting the text", in each case, " immediately after the text"; provided that"
appearing in said Section.

      12. Section 9.02 of the Credit Agreement is hereby further amended by
(a) deleting the word "and" appearing at the end of clause (xv) of said Section,
(b)  deleting  the period  (".")  appearing  at the end of clause  (xvi) of said
Section and  inserting  the text";  and" in lieu thereof and (c)  inserting  the
following new clause (xvii) immediately following clause (xvi) of said Section:

               "(xvii) (A) transfers of assets among Credit Parties constituting
          investments  permitted pursuant to Section 9.05 shall be permitted and
          (B) transfers of assets  constituting  Dividends permitted pursuant to
          Section  9.03  shall be  permitted."

      13.  Section 9.03 of the Credit Agreement is hereby amended by (a)
deleting the word "and" appearing at the end of clause (x) of said Section,
(b) deleting the period (".") appearing at the end of clause (xi) of said
Section and (c) inserting the following new clauses (xii), (xiii),(xiv), xv) and
(xvi), immediately following clause (xi) of said Section:

                "(xii) the  Borrower  may pay up to two cash  Dividends  to
          Holdings,  and in turn,  Holdings  may pay cash  Dividends to the
          Parent in an aggregate amount not to exceed $35,000,000; provided that
          (x) the  Dividends  paid by the Borrower to Holdings  pursuant to this
          Section  9.03(xii) shall be paid solely from the Borrower's  available
          cash on hand on or prior to September 30, 2005, (y) immediately  after
          giving effect to the payment of all Dividends pursuant to this Section
          9.03(xii),  the Borrower shall have at least  $45,000,000 of available
          cash on hand and/or unutilized  Revolving Loan Commitments and (z) the
          Parent shall  promptly  utilize all of the  proceeds of the  Dividends
          paid to it pursuant to this Section  9.03(xii) to pay a portion of the
          Designated Dividends;

               (xiii)  Holdings may pay cash  Dividends to the Parent in an
          aggregate  amount not to exceed  $100,000,000;  provided that (x)
          such  Dividends  shall  be paid  solely  from  the net  cash  proceeds
          received  by Holdings  from one or more  issuances  of the  Designated
          Holdings Notes issued pursuant to Sections  9.04(xvii)(A)  and (y) the
          Parent shall utilize all of the proceeds of the  Dividends  paid to it
          pursuant to this Section 9.03(xiii) to pay a portion of the Designated
          Dividends;

              (xiv)   the Parent may pay cash Dividends in an aggregate amount
          not to  exceed  $135,000,000  to the  holders  of  record  of its
          outstanding capital stock (the "Designated Dividends");  provided that
          the Designated  Dividends are paid solely from the cash Dividends paid
          to the Parent by Holdings  pursuant to Section  9.03(xii)  and Section
          9.03(xiii)  and/or  from  the  proceeds  of one or more  issuances  of
          Designated Preferred Stock pursuant to Section 9.13(c)(ii);

              (xv)   the Borrower may pay cash  Dividends to  Holdings, which in
          turn  shall  promptly  utilize  the  full  amount  of  such  cash
          Dividends for the purpose of paying cash interest,  to the extent, and
          when due on Designated  Holdings Notes or any  Designated  Refinancing
          Notes, in each case, then outstanding, provided that (x) the amount of
          cash  Dividends  payable  by the  Borrower  pursuant  to this  Section
          9.03(xv)  shall  not  exceed  the  amounts  necessary  to pay the cash
          interest owing with respect to such  outstanding  Designated  Holdings
          Notes or any Designated  Refinancing Notes, as the case may be, (y) no
          such Dividend  shall be paid at any time  following the occurrence and
          during  the  continuance  of any  Default  or Event of Default or if a
          Default or Event of  Default  would  exist  immediately  after  giving
          effect to the payment of such  Dividend and (z) the Borrower  would be
          permitted to pay any such  Dividend  under  Section 4.03 of the Senior
          Subordinated  Note  Indenture  (as in effect  on the  First  Amendment
          Effective  Date  including,  without  limitation,  with respect to all
          definitions  used therein or in  connection  therewith,  in each case,
          without giving effect to any (i) waiver, amendment and/or modification
          thereof or (ii) the redemption,  repurchase or repayment of any or all
          Senior Subordinated Notes or the defeasance of any covenants therein);
          and

               (xvi) the Borrower may pay cash  Dividends to Holdings,  which in
          turn,  shall  promptly  pay such cash as Dividends to the Parent,
          which in turn,  shall  promptly  utilize  the full amount of such cash
          Dividends for the purpose of paying cash Dividends, to the extent, and
          when  due  on  Designated   Preferred   Stock,   in  each  case,  then
          outstanding, provided that (x) the amount of cash Dividends payable by
          the Borrower  pursuant to this Section  9.03(xvi) shall not exceed the
          amounts necessary to pay the cash Dividends owing with respect to such
          outstanding Designated Preferred Stock, (y) no Dividends shall be paid
          pursuant  to  this  Section   9.03(xvi)  at  any  time  following  the
          occurrence  and  during  the  continuance  of any  Default or Event of
          Default or if a Default or Event of Default  would  exist  immediately
          after  giving  effect  to the  payment  of such  Dividend  and (z) the
          Borrower  would be permitted to pay any such  Dividend  under  Section
          4.03 of the Senior  Subordinated  Note  Indenture (as in effect on the
          First Amendment  Effective Date including,  without  limitation,  with
          respect to all definitions used therein or in connection therewith, in
          each case,  without giving effect to any (i) waiver,  amendment and/or
          modification  thereof or (ii) the redemption,  repurchase or repayment
          of any or all  Senior  Subordinated  Notes  or the  defeasance  of any
          covenants therein)."

         14. Section 9.04 of the Credit Agreement is hereby amended by (a)
deleting the word "and" appearing at the end of clause (xvi) of said
Section, (b) deleting the period (".") appearing at the end of clause
(xvii) of said Section and inserting text"; and" in lieu thereof and
(c) inserting the following new clause (xviii) immediately following
clause (xvii) of said Section:

               "(xviii)  (A)  Indebtedness  of  Holdings  under  the  Designated
          Holdings Notes in an aggregate  initial  principal  amount (or, in the
          case of discount  notes,  the initial  accreted  value) not to exceed,
          when added to the  initial  aggregate  liquidation  preference  of all
          Designated Preferred Stock (but for the avoidance of doubt,  excluding
          the  liquidation  preference of Designated  Preferred  Stock issued as
          Dividends on Designated  Preferred  Stock in  accordance  with Section
          8.16(b)) issued pursuant to Section 9.13(c)(ii), $100,000,000, as such
          amount  of  Indebtedness  may  be (1)  increased  as a  result  of the
          issuance of any additional  Designated Holdings Notes (or, in the case
          of discount notes,  increased as a result of accretion) to pay in kind
          any  regularly  accruing  interest  on  then  outstanding   Designated
          Holdings Notes in accordance with the terms of the Designated Holdings
          Notes Documents and (2) reduced by any repayment of principal thereof;
          provided  that (x) 100% of the gross cash  proceeds  thereof  shall be
          applied to pay fees and expenses incurred in connection  therewith and
          to promptly pay the cash  Dividend  permitted to be paid to the Parent
          pursuant  to  Section  9.03(xiii)  and  (y) in  the  event  that  that
          Designated  Dividends are not paid by the Parent within 90 days of the
          receipt  thereof,  the Net Cash  Proceeds of the  Designated  Holdings
          Notes shall be applied to repay  outstanding  Term Loans in accordance
          with  Section  4.02(f)  and  (B)  Indebtedness  under  the  Designated
          Refinancing Notes shall be permitted in accordance with the definition
          thereof,  provided that the aggregate  principal  amount  Indebtedness
          (or,  in the case of  discount  notes,  the  initial  accreted  value)
          thereunder does not exceed the aggregate  outstanding principal amount
          Indebtedness of the Designated Holdings Notes being refinanced thereby
          or the aggregate  liquidation  preference of the Designated  Preferred
          Stock being redeemed or repurchased with the proceeds thereof, in each
          case,  plus any reasonable  costs and expenses  incurred in connection
          therewith and any applicable premiums thereon."

         15. Section 9.05 of the Credit Agreement is hereby amended by (a)
deleting the word "and" appearing at the end of clause (xx) of said
Section, (b) deleting the period (".") appearing at the end of clause
(xxi) of said Section and inserting text"; and" in lieu thereof and
(c) inserting the following new clause (xxii) immediately following
clause (xxi) of said Section:

             "(xxii) the Parent and  Holdings may own and acquire the capital
         stock of, and make  capital  contributions to, the Borrower and
         Subsidiary Guarantors."

        16. Section  9.11(i) of the Credit  Agreement is hereby amended by (a)
deleting the word "or" appearing at the end of clause (3) of said Section,
(b) inserting the text", (5) any Designated Holdings Notes, and after the
issuance thereof any Designated Refinancing Notes and (6) any Designated
Preferred Stock" immediately after clause (4) of said Section, (c)
inserting the text"(i)" immediately after the text", provided that, "
appearing in said Section and (d) inserting the text"and (ii) Holdings may
repurchase, redeem or otherwise retire outstanding Designated Holdings
Notes or Designated Preferred Stock with (x) the proceeds of Designated
Refinancing Notes and (y) the cash proceeds received from the issuance of
Designated Preferred Stock or Qualified Capital Stock of the Parent"
immediately after the text "not to exceed $5,000,000" appearing in said
Section.

        17. Section 9.11(ii) of the Credit Agreement is hereby amended by
(a) inserting the text", any Designated Holdings Note Documents or any
Designated Preferred Stock Documents" immediately after the text "Senior
Subordinated Note Documents" appearing in said Section and (b) inserting
the text", any Designated Holdings Notes or any Designated Preferred Stock
(as applicable)" immediately after the text "Senior Subordinated Notes"
appearing in said Section.

        18. Section 9.11(iii) of the Credit Agreement is hereby amended by
(a) inserting the text "and any Designated Holdings Notes" immediately
following the text "Senior Subordinated Notes" appearing in said Section
and (b) inserting the text", any Designated Refinancing Notes"
immediately after the text "any Shareholder Subordinated Notes" appearing
in said Section.

        19.  Section  9.12 is hereby  amended  by (a)deleting the word "and"
appearing immediately before clause (xiv) of said Section and inserting
a comma (",") in lieu thereof and (b) inserting the text", (xv) any
restrictions, after the issuance of any Designated Holdings Notes, in
the Designated Holdings Note Documents or, after the issuance of any
Designated Refinancing Notes, the Designated Refinancing Note Documents,
so long as the provisions thereof are no more restrictive
than the provisions in the Designated Holdings Note Documents and (xvi)
after the issuance of any Designated Preferred Stock, the Designated
Preferred Stock Documents.

        20. Section  9.13(c) is hereby amended by (a) inserting the text "(i)"
immediately after the text "Notwithstanding the foregoing," and (b) adding
the following text immediately before the period (".") appearing at the end
of said Section:

          "and (ii) the Parent may issue  Designated  Preferred Stock so long as
     (I) no Default or Event of Default  then exists or would exist  immediately
     after giving effect to the respective issuance thereof and (II) the initial
     aggregate liquidation  preference for all Designated Preferred Stock issued
     pursuant to this Section 9.13(d) (but for the avoidance of doubt, excluding
     the  liquidation   preference  of  Designated  Preferred  Stock  issued  as
     Dividends on Designated Preferred Stock in accordance with Section 8.16(b))
     shall not to exceed,  when added to the aggregate  initial principal amount
     (or, in the case of discount  notes,  the  initial  accreted  value) of all
     Indebtedness incurred pursuant to Section 9.04(xviii), $100,000,000"

        21.  Section  9.14(b) of the  Credit  Agreement  is hereby  amended by
inserting the text ", Designated Preferred Stock" immediately after the
text "Permitted Earn-Out Debt" appearing in said Section.

        22.  Section  9.14(c) of the  Credit  Agreement  is hereby  amended by
inserting the text", its obligations with respect to the Designated
Holdings Note Documents, and after the issuance thereof any Designated
Refinancing Note Documents" immediately after the text "its obligations
with respect to this Agreement" appearing in said Section.

        23.  Section  10 of the  Credit  Agreement  is hereby  amended  by (a)
inserting the word "or" immediately after the semicolon (";") appearing at
the end of Section 10.10 and (b) inserting the following new Section 10.11
immediately after Section 10.10:

                "10.11 Default Under Designated Preferred Stock. (i) The Parent
          or any of its Subsidiaries  shall  (x)default  in  the  observance or
          performance of any agreement or condition relating to any Designated
          Preferred   Stock  or  contained  in  any   instrument   or  agreement
          evidencing,  securing  or relating  thereto,  or any other event shall
          occur or condition  exist,  the effect of which default or other event
          or condition  is to cause,  or to permit the holder or holders of such
          Designated  Preferred  Stock (or a trustee  or agent on behalf of such
          holder or holders) to cause (determined  without regard to whether any
          notice is required or grace period has elapsed),  any such  Designated
          Preferred Stock to become mandatorily  redeemable or repurchased prior
          to the  stated  redemption  or  repurchase  thereof,  or (ii) any such
          Designated  Preferred  Stock  shall  be  required  to  be  mandatorily
          redeemed,  or  required to be  mandatorily  repurchased  (unless  such
          required redemption or repurchase results from a default thereunder or
          an event of the type that  constitutes an Event of Default),  prior to
          the stated  redemption or repurchase  thereof,  provided that it shall
          not be a Default  or an Event of  Default  under  this  Section  10.11
          unless  the  aggregate   liquidation   preference  of  all  Designated
          Preferred  Stock as described in preceding  clauses (i) and (ii) is at
          least  $5,000,000;  or" 24. The  definition of  "Applicable  Currency"
          contained in Section 11 of the Credit  Agreement is hereby  amended by
          inserting the text "or Euro Incremental Term Loans"  immediately after
          the text "Euro Term Loans" appearing in said definition.

        25. The  definition of "Change of Control"  contained in Section 11 of
the Credit Agreement is hereby amended by deleting the text "under the
Senior Subordinated Note Indenture or, after the issuance thereof, any
document evidencing or relating to the Permitted Refinancing Subordinated
Indebtedness" appearing in clause (vi) of said definition and inserting the
text "under (i) the Senior Subordinated Note Indenture or, after the
issuance thereof, any document evidencing or relating to the Permitted
Refinancing Subordinated Indebtedness, (ii) after the issuance of the
Designated Holdings Notes, any Designated Holdings Note Document or, after
the issuance of any Designated Refinancing Notes, any Designated
Refinancing Note Document and (iii) after the issuance of any Designated
Preferred Stock, any Designated Preferred Stock Document" in lieu thereof.

       26. The definition of the term "Consolidated  Debt" contained in Section
11 of the Credit Agreement is hereby amended by (a) deleting the word "and"
appearing immediately before clause (ii)(y) of said definition and (b)
inserting the text "and (z) after the issuance thereof, Indebtedness under
the Designated Holdings Notes and the Designated Refinancing Notes"
immediately after the text "at such time" appearing in clause (ii)(y) of
said definition.

       27. The definition of the term "Consolidated Cash Interest Expense"
contained in Section 11 of the Credit Agreement is hereby amended
by (a) the text deleting the text "Consolidated Interest Expense (net of
cash interest income)" appearing in said definition and (b) inserting the
text "the sum of (i) Consolidated Interest Expense and (ii) the amount of
all cash Dividends paid on Designated Preferred Stock (which amounts
described in this clause (ii) shall be treated as cash interest expense of
the Parent for purposes of this definition regardless of the treatment of
such amounts under GAAP), in each case, net of cash interest income" in
lieu thereof.

      28. The definition of "EURIBOR"  contained in Section 11 of the Credit
Agreement is hereby amended by (a) inserting the text "or Euro Incremental
Term Loan" immediately after each instance of the text "Euro Term Loan"
appearing in said definition and (b) inserting the text "or Euro
Incremental Term Loans" immediately after the text "Euro Term Loans"
appearing in said definition.

      29.  The  definition  of "Euro  Rate"  contained  in Section 11 of the
Credit Agreement is hereby amended by inserting the text "or Euro
Incremental Term Loans" immediately after the text "Euro Term Loans"
appearing in said definition.

      30. The definition of "Euro Rate Loan" contained  in  Section  11 of the
Credit  Agreement  is hereby  amended by inserting the text ", Euro
Incremental Term Loan" immediately after the text "Eurodollar Loan" appearing
in said definition.

      31. The definition of the term "Excess Cash Flow" contained in Section 11
of the Credit Agreement is hereby amended by deleting the text "Section
9.03(iv), (vi) and (vii)" appearing in said definition and inserting the text
"Section 9.03(iv), (vi), (vii), (viii), (xii) and (xvi)" in lieu thereof.

      32. The definition of "Incremental Term Loan Borrowing Date" contained in
Section 11 of the Credit Agreement is hereby amended by deleting the text ";
provided that no such date shall occur after the applicable Incremental Term
Loan Commitment Termination Date" appearing in said definition.

      33. The definition of "Required Lenders" contained in Section 11 of the
Credit Agreement is hereby amended by inserting the text "or Euro Incremental
Term Loan" immediately after each instance of the text "Euro Term Loan"
appearing in said definition.

      34. The definition of "Tranche Percentage" contained in
Section 11 of the Credit Agreement is hereby amended by inserting the text
"or Euro Incremental Term Loans" immediately after each instance of the
text "Euro Term Loans" appearing in said definition.

      35. Section 11 of the Credit Agreement is hereby further amended by
a) deleting the definition "Incremental Term Loan Commitment Termination Date"
in its entirety and (b)adding the following new defined terms in the correct
alphabetical order to said Section:

              "Designated Dividends" shall have the meaning provided in Section
          9.03(xiv).

               "Designated  Holdings Notes" shall mean unsecured debt securities
          of Holdings  issued  pursuant to an effective  registration  statement
          under  the  Securities  Act or Rule  144A  thereunder  in the  form of
          pay-in-kind or discount notes which debt  securities (i) shall provide
          that the  interest  rate  applicable  thereto  does not exceed  market
          interest  rates  existing at such time for  transactions  of a similar
          nature with issuers that are  similarly  situated  with  Holdings,  of
          which no  amount  shall be paid in cash,  prior to the date  occurring
          four years after the First  Amendment  Effective  Date, (ii) shall not
          mature  prior  to the date  occurring  eight  years  after  the  First
          Amendment Effective Date, (iii) shall not require any amortization (or
          similar arrangement), or any other scheduled maturity of the principal
          amount  thereof on any date which is earlier  than the date  occurring
          eight  years after the First  Amendment  Effective  Date,  (iv) do not
          provide  for any  guarantees  and (v)  have  no  covenants,  mandatory
          prepayment provisions (other than a "change of control" put), defaults
          or remedies materially less favorable taken as a whole to the Borrower
          and its Subsidiaries (or to Holdings,  if the provisions applicable to
          the Borrower in the Senior  Subordinated  Note  Documents  were deemed
          applicable to Holdings) than those than those  contained in the Senior
          Subordinated  Note  Documents  (as in effect  on the  First  Amendment
          Effective  Date). It being  understood that the lack of  subordination
          provisions and  provisions  related  thereto are not  materially  less
          favorable taken as a whole to the Borrower and its Subsidiaries (or to
          Holdings,  if the provisions  applicable to the Borrower in the Senior
          Subordinated  Note  Documents  were deemed  applicable  to  Holdings).
          "Designated Note Documents"  shall mean the Holdings  Designated Notes
          Indenture,  the Designated  Holdings  Notes and each other  agreement,
          document  or  instrument  relating to the  issuance of the  Designated
          Holdings Notes,  in each case as the same may be amended,  modified or
          supplemented from time to time in accordance with the terms hereof and
          thereof.

               "Holdings  Designated Note Indenture"shall mean any indenture or
          similar  agreement  entered  into in  connection  with the issuance of
          Holdings  Designated  Notes,  as the same may be amended,  modified or
          supplemented from time to time in accordance with the terms hereof and
          thereof.

               "Designated  Preferred Stock" shall mean preferred  capital stock
          of the Parent which (i) provides by its terms that  Dividends  thereon
          shall  not be  required  to be paid in  cash at any  time  (and to the
          extent) that such  payment  would be  prohibited  by the terms of this
          Agreement  or  any  other  agreement  of  the  Parent  or  any  of its
          Subsidiaries  relating  to  outstanding  Indebtedness  and (ii) by its
          terms does not mature and does not contain any  mandatory  redemption,
          put,  repurchase,  repayment,  sinking fund or other similar provision
          (including,  without  limitation,  upon the  occurrence of a Change of
          Control Event or a sale of all or  substantially  all of the assets of
          Holdings and its  Subsidiaries) or any right on the part of the holder
          thereof to require the repurchase or redemption  thereof,  in whole or
          in part,  in any such case  prior to the date  occurring  eight  years
          after the First Amendment  Effective  Date,  (iii) has a dividend rate
          (after  taking into  account any  compounding  thereof)  that does not
          exceed market dividend rates existing at such time for transactions of
          a similar nature with issuers that are similarly situated with Parent,
          (iii) shall not be  guaranteed  by, or receive  other  credit  support
          from, any  Subsidiary of the Parent,  (iv) shall not be subject to any
          requirement  that Dividends  thereon be paid in cash prior to the date
          occurring four years after the First Amendment  Effective Date and (v)
          has  no  covenants,  mandatory  prepayment  provisions  (other  than a
          "change  of  control"  put),  defaults  or  remedies  materially  less
          favorable taken as a whole to the Borrower and its Subsidiaries (or to
          the Parent or Holdings,  if the provisions  applicable to the Borrower
          in the Senior  Subordinated  Note Documents were deemed  applicable to
          Holdings or the Parent,  as  applicable)  than those  contained in the
          Senior  Subordinated  Note  Documents  (as  in  effect  on  the  First
          Amendment  Effective  Date).  "Designated  Preferred Stock  Documents"
          shall  mean  the  Designated   Preferred  Stock,  the   organizational
          documents  of the Parent  governing  the same and the other  documents
          executed and delivered in  connection  with any issuance of Designated
          Preferred  Stock,  in each case as the same may be  amended,  modified
          and/or  supplemented  from time to time in  accordance  with the terms
          hereof and thereof.

               "Designated Refinancing Notes"  shall  mean   unsecured  debt
          securities of Holdings  issued  pursuant to an effective  registration
          statement under the Securities Act or Rule 144A  thereunder  solely to
          refinance  outstanding  Designated  Holdings Notes or to repurchase or
          redeem  outstanding  Designated  Preferred Stock which debt securities
          (i) require no  amortization  (or similar  arrangement),  or any other
          scheduled  maturity of the principal  amount thereof on any date which
          is earlier than that applicable to the Designated Holdings Notes being
          refinanced,  (ii) have an interest rate that shall not be in excess of
          the interest rate  applicable to the  Designated  Holdings Notes being
          refinanced,  (iii)  do not  provide  for any  guarantees,  (iv) do not
          require interest on such  Indebtedness to be paid in cash prior to the
          date upon which interest in respect of the  Designated  Holdings Notes
          are required to be paid in cash and (v) have no  covenants,  mandatory
          prepayment provisions (other than a "change of control" put), defaults
          or remedies materially less favorable taken as a whole to the Borrower
          and its Subsidiaries (or to Holdings,  if the provisions applicable to
          the Borrower in the Senior  Subordinated  Note  Documents  were deemed
          applicable   to   Holdings)   than  those   contained  in  the  Senior
          Subordinated  Note  Documents  (as in effect  on the  First  Amendment
          Effective  Date). It being  understood that the lack of  subordination
          provisions and  provisions  related  thereto are not  materially  less
          favorable taken as a whole to the Borrower and its Subsidiaries (or to
          Holdings,  if the provisions  applicable to the Borrower in the Senior
          Subordinated Note Documents were deemed applicable to Holdings).

               "Designated Refinancing Note Documents"   shall   mean  all
          documentation  (including,   without  limitation,   any  indenture  or
          purchase  agreement)  entered into in connection  with any issuance of
          Designated Refinancing Notes.

               "Euro Incremental Term Loan" shall mean each  Incremental  Term
          Loan denominated in Euros.

               "First Amendment"  shall  mean the  First  Amendment  to  Credit
          Agreement, dated as of April 28, 2005, among the Parent, Holdings, the
          Borrowers, the lenders party thereto and the Administrative Agent.

               "First Amendment Effective Date" shall have the meaning provided
          in the First Amendment.

B.       Miscellaneous Provisions

        1.  In order to induce the Lenders to enter into this Amendment,
each  Credit  Agreement  Party  hereby   represents  and  warrants  that(i)  the
representations  and warranties  contained in the Credit  Agreement are true and
correct in all material respects on and as of the First Amendment Effective Date
(as defined  below) (except with respect to any  representations  and warranties
limited by their  terms to a specific  date,  which shall be true and correct in
all  material  respects  as of such date),  and (ii) there  exists no Default or
Event of Default  under the Credit  Agreement on the First  Amendment  Effective
Date, in the case of each of clauses (i) and (ii) above, before and after giving
effect to this Amendment and the transactions contemplated hereby.

        2.    This  Amendment  is  limited  as  expressly  specified  and  shall
not constitute an amendment, modification, acceptance or waiver of any other
provision of the Credit Agreement, any other Credit Document.

        3.    THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

        4.   This  Amendment  shall become  effective on the date (the
"First  Amendment  Effective  Date")  when (i) each Credit  Agreement  Party and
Consenting  Lenders  constituting  the  Required  Lenders  shall  have  signed a
counterpart  hereof (whether the same or different  counterparts) and shall have
delivered  (including by way of telecopier) the same to the Administrative Agent
and (ii)  Holdings  shall have,  or shall have caused to be, paid in full to the
Administrative   Agent  all  costs,  fees  and  expenses   (including,   without
limitation,   all   reasonable   legal  fees  and   expenses)  payable  to  the
Administrative  Agent to the  extent  then due and  (iv)  the  Credit  Agreement
Parties shall have, or shall have caused to be, paid to each  Consenting  Lender
which   executes  and  delivers   (including  by  way  of   telecopier)  to  the
Administrative Agent a counterpart of this Amendment on or before 5:00 P.M. (New
York time) on April 28, 2005,  an amendment  fee equal to 0.10% of the aggregate
principal amount of such Consenting Lender's  outstanding Term Loans and/or such
Lender's  Revolving Loan  Commitments,  in each case, as of the First  Amendment
Effective  Date.

        5.  From and after the First  Amendment  Effective  Date,  all
references  to  the  "Agreement"  in the  Credit  Agreement  and to the  "Credit
Agreement" in the other Credit Documents shall be deemed to be references to the
Credit Agreement as modified hereby.
                                      * * *


     IN  WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed and delivered as of the date first above written.

AC SAFETY HOLDING CORP.

                                           By:  /s/ Noel Marsden
                                                Noel Marsden
                                           Title: Treasurer

                                           AEARO CORPORATION

                                           By: /s/ Noel Marsden
                                               Noel Marsden
                                           Title: Treasurer

                                           AEARO COMPANY I

                                           By:  /s/ Noel Marsden
                                               Noel Marsden
                                           Title: Treasurer


                                           DEUTSCHE BANK AG, NEW YORK
                                           BRANCH, Individually and as
                                           Administrative Agent

                                           By: /s/ Diane F. Rolphe
                                               Diane F. Rolphe
                                           Title: Vice President

                                           By: /s/ Omayra Laucella
                                               Omayra Laucella
                                           Title: Vice President

                                           BEAR STEARNS CORPORATE
                                           LENDING INC., Individually
                                           and as Syndication Agent

                                           By: /s/ Victor Bulzacchelli
                                               Victor Bulzacchelli
                                           Title: Vice President

                                           AIB DEBT MANAGEMENT LIMITED


                                           By: /s/ Margaret Brennan
                                               Margaret Brennan
                                           Title: Vice President
                                           Investment Advisor to AIB
                                           Debt Management, Limited


                                           By: /s/ Rima Terradista
                                               Rima Terradista
                                           Title: Senior Vice President
                                           Investment Advisor to AIB Debt
                                           Management, Limited


                                           COPERNICUS EURO CDO-I B.V.
                                           By: Highland Capital Management
                                           Europe, Limited as Collateral
                                           Manager


                                           By: /s/ David W. Lancelot
                                               David W. Lancelot
                                           Title: Proxy Holder


                                           COPERNICUS EURO CDO-II B.V.
                                           By: Highland Capital Management
                                           Europe,Limited as Collateral
                                           Manager


                                           By: /s/ David W. Lancelot
                                               David W. Lancelot
                                           Title: Proxy Holder


                                           CREDIT INDUSTRIEL ET COMMERCIAL


                                           By: /s/ Sean Mounier
                                               Sean Mounier
                                           Title: First Vice President


                                           By: /s/ Marcus Edward
                                               Marcus Edward
                                           Title: Vice President


                                           FIFTH THIRD BANK Central Indiana)


                                           By: /s/ David O'Neal
                                               David O'Neal
                                           Title: Vice President


                                           GERMAN AMERICAN CAPITAL
                                           CORPORATION

                                           By: DB Services New Jersey, Inc.


                                           By: /s/ Dierdre Whorton
                                               Dierdre Whorton
                                           Title: Assistant Vice President


                                           By: /s/ Edward Schaffer
                                               Edward Schaffer
                                           Title: Vice President


                                           HARBOUR TOWN FUNDING LLC


                                           By: /s/ Meredith J. Koslick
                                               Meredith J. Koslick
                                           Title: Assistant Vice President


                                           HARBOURMASTER LOAN CORPORATION B.V.
                                                By: TMF Management B.V.


                                           By: /s/ A.H. van Lidth De Jeude
                                               A.H. van Lidth De Jeude
                                           Title: Managing Director


                                           By: /s/ D. Timmers
                                                D. Timmers
                                           Title: Managing Director


                                           ARCHIMEDES FUNDING III, LTD.
                                           By: ING Capital Advisors LLC, as
                                               Collateral Manager


                                           By: /s/ Steven Gorski
                                               Steven Gorski
                                           Title: Director


                                           ARCHIMEDES FUNDING IV(CAYMAN),
                                           LTD.
                                           By: ING Capital Advisors LLC, as
                                               Collateral Manager


                                           By: /s/ Steven Gorski
                                               Steven Gorski
                                           Title: Director


                                           ING-ORYX CLO, LTD.
                                           By: ING Capital Advisors LLC, as
                                           Collateral Manager


                                           By: /s/ Steven Gorski
                                               Steven Gorski
                                           Title: Director


                                           NEMEAN CLO, LTD.
                                           By: ING Capital Advisors LLC,
                                               as Investment Manager


                                           By: /s/ Steven Gorski
                                               Steven Gorski
                                           Title: Director


                                           SEQUILS-ING I (HBDGM), LTD.
                                           By: ING Capital Advisors LLC, as
                                               Collateral Manager


                                           By: /s/ Steven Gorski
                                               Steven Gorski
                                           Title: Director


                                           AVALON CAPITAL LTD. 3
                                           By: INVESCO Senior Secured
                                           Management,Inc.,as Asset Manager


                                           By: /s/ Gregory Stoeckle
                                               Gregory Stoeckle
                                           Title: Authorized Signatory


                                           CHAMPLAIN CLO, LTD.
                                           By: INVESCO Senior Secured
                                           Management, Inc., as Collateral
                                           Manager


                                          By: /s/ Gregory Stoeckle
                                              Gregory Stoeckle
                                          Title: Authorized Signatory


                                          CHARTER VIEW PORTFOLIO
                                          By: INVESCO Senior Secured
                                          Management,Inc., as
                                          Investment Manager


                                          By: /s/ Gregory Stoeckle
                                              Gregory Stoeckle
                                          Title: Authorized Signatory


                                          DIVERSIFIED CREDIT PORTFOLIO LTD.
                                          By: INVESCO Senior Secured
                                          Management,Inc., as Investment
                                          Manager


                                           By: /s/ Gregory Stoeckle
                                               Gregory Stoeckle
                                           Title: Authorized Signatory


                                           AIM FLOATING RATE FUND
                                           By: INVESCO Senior Secured
                                           Management,Inc., as Sub-Adviser


                                           By: /s/ Gregory Stoeckle
                                               Gregory Stoeckle
                                           Title: Authorized Signatory


                                           INVESCO EUROPEAN CDO I S.A.
                                           By: INVESCO Senior Secured
                                           Management,Inc., as Collateral
                                           Manager


                                           By: /s/ Gregory Stoeckle
                                               Gregory Stoeckle
                                           Title: Authorized Signatory


                                           SEQUILS LIBERTY, LTD.
                                           By: INVESCO Senior Secured
                                           Management,Inc., as Collateral
                                           Manager

                                           By: /s/ Gregory Stoeckle
                                               Gregory Stoeckle
                                           Title: Authorized Signatory


                                           PETRUSSE EUROPEAN CLO S.A.
                                           By: INVESCO Senior Secured
                                           Management, Inc., as Collateral
                                           Manager

                                           By: /s/ Gregory Stoeckle
                                               Gregory Stoeckle
                                               Title: Authorized Signatory


                                           SAGAMORE CLO LTD.
                                           By: INVESCO Senior Secured
                                           Management, Inc., as Collateral
                                           Manager

                                           By: /s/ Gregory Stoeckle
                                               Gregory Stoeckle
                                               Title: Authorized Signatory


                                           SARATOGA CLO I, LIMITED
                                           By: INVESCO Senior Secured
                                           Management,Inc., as Asset Manager


                                           By: /s/ Gregory Stoeckle
                                               Gregory Stoeckle
                                           Title: Authorized Signatory


                                           JPMORGAN CHASE BANK, NA
                                                fka Bank One, NA


                                           By: /s/ John C. Otteson
                                               John C. Otteson
                                           Title: First Vice President


                                           KATONAH I, LTD.
                                           By: Katonah Capital, L.L.C., as
                                               Manager


                                           By: /s/ Ralph Della Rocca
                                               Ralph Della Rocca
                                           Title: Authorized Officer


                                           KATONAH III, LTD.
                                           By: Katonah Capital, L.L.C., as
                                               Manager


                                           By: /s/ Ralph Della Rocca
                                           Title: Authorized Officer


                                           KATONAH IV, LTD.
                                           By: Katonah Capital, L.L.C., as
                                               Manager


                                           By: /s/ Ralph Della Rocca
                                               Ralph Della Rocca
                                           Title: Authorized Officer


                                           KATONAH V, LTD.
                                           By: Katonah Capital, L.L.C., as
                                           Manager


                                           By: /s/ Ralph Della Rocca
                                               Ralph Della Rocca
                                           Title: Authorized Officer


                                           LASALLE BANK NATIONAL ASSOCIATION


                                           By: /s/ Matthew Doye
                                               Matthew Doye
                                           Title: Vice President


                                           LONG LANE MASTER TRUST IV


                                           By: /s/ Meredith J. Koslick
                                               Meredith J. Koslick
                                           Title: Authorized Agent


                                           METROPOLITAN LIFE INSURANCE COMPANY


                                           By: /s/ James R. Dingler
                                               James R. Dingler
                                           Title: Director


                                           METLIFE BANK, NATIONAL ASSOCIATION


                                           By: /s/ James R. Dingler
                                               James R. Dingler
                                           Title: Director


                                           NATEXIS BANQUES POPULAIRES


                                           By: /s/ Frank H. Madden, Jr.
                                               Frank H. Madden, Jr.
                                           Title: Vice President & Group
                                                  Manager


                                           By: /s/ Jordan H. Levy
                                               Jordan H. Levy
                                           Title: Assistant Vice President


                                           NATIONAL CITY BANK OF INDIANA


                                           By: /s/ Christopher A. Susott
                                               Christopher A. Susott
                                           Title: Vice President


                                           NEW YORK LIFE INSURANCE COMPANY


                                           By: /s/ F. David Melka
                                               F. David Melka
                                           Title: Investment Vice President


                                           NEW YORK LIFE INSURANCE AND
                                           ANNUITY  CORPORATION
                                           By: NEW YORK LIFE INVESTMENT
                                           MANAGEMENT LLC, its Investment
                                           Manager


                                           By: /s/ F. David Melka
                                               David Melka
                                           Title: Director

                                           ELF FUNDING TRUST III
                                           By: NEW YORK LIFE INVESTMENT
                                           MANAGEMENT LLC, as
                                           Attorney-In-Fact


                                           By: /s/ F. David Melka
                                               F. David Melka
                                           Title: Director

                                           NYLIM FLATIRON CLO 2003-1 LTD.
                                           By: NEW YORK LIFE INVESTMENT
                                           MANAGEMENT LLC, As
                                           Collateral Manager and
                                           Attorney-In-Fact


                                           By: /s/ F. David Melka
                                               F. David Melka
                                           Title: Director

                                           NYLIM FLATIRON CLO 2004-1 LTD.
                                           By: NEW YORK LIFE INVESTMENT
                                           MANAGEMENT LLC, As Collateral
                                           Manager and Attorney-In-Fact


                                           By: /s/ F. David Melka
                                               F. David Melka
                                           Title: Director

                                           MAINSTAY FLOATING RATE FUND
                                           By: NEW YORK LIFE INVESTMENT
                                               MANAGEMENT LLC


                                           By: /s/ F. David Melka
                                                F. David Melka
                                           Title: Director

                                           OCTAGON INVESTMENT PARTNERS II,LLC
                                           By: Octagon Credit Investors, LLC
                                               as sub-Investment manager


                                           By: /s/ Andrew. D. Gordon
                                               Andrew. D. Gordon
                                           Title: Portfolio Manager


                                           OCTAGON INVESTMENT PARTNERS III,LTD.
                                           By: Octagon Credit Investors, LLC as
                                           Portfolio Manager


                                          By: /s/ Andrew. D. Gordon
                                              Andrew. D. Gordon
                                          Title: Portfolio Manager


                                          OCTAGON INVESTMENT PARTNERS IV, LTD.
                                          By: Octagon Credit Investors, LLC as
                                          collateral manager

                                          By: /s/ Andrew. D. Gordon
                                          Andrew. D. Gordon
                                          Title: Portfolio Manager

                                          OCTAGON INVESTMENT PARTNERS V, LTD.
                                          By: Octagon Credit Investors, LLC as
                                          Portfolio Manager

                                          By: /s/ Andrew. D. Gordon
                                              Andrew. D. Gordon
                                          Title: Portfolio Manager

                                          OCTAGON INVESTMENT PARTNERS VI, LTD.
                                          By: Octagon Credit Investors, LLC, as
                                              Collateral Manager

                                          By: /s/ Andrew. D. Gordon
                                          Andrew. D. Gordon
                                          Title: Portfolio Manager

                                          OCTAGON INVESTMENT PARTNERS VII, LTD.
                                          By: Octagon Credit Investors, LLC as
                                          collateral manager


                                          By: /s/ Andrew. D. Gordon
                                          Andrew. D. Gordon
                                          Title: Portfolio Manager

                                          ADDISON CDO, LIMITED
                                          By: Pacific Investment Management
                                              Company LLC, as its Investment
                                              Advisor

                                          By: /s/ Mohan V. Phansalker
                                              Mohan V. Phansalker
                                          Title: Managing Director

                                          CLARENVILLE CDO, SA
                                          By: Pacific Investment Management
                                              Company LLC, as its Investment
                                              Advisor

                                          By: /s/ Mohan V. Phansalker
                                              Mohan V. Phansalker
                                          Title: Managing Director

                                          LOAN FUNDING III LLC
                                          By: Pacific Investment Management
                                          Company LLC, as its Investment Advisor

                                          By: /s/ Mohan V. Phansalker
                                              Mohan V. Phansalker
                                          Title: Managing Director

                                          SEQUILS-MAGNUM, LTD.
                                           By: Pacific Investment Management
                                               Company LLC, as its Investment
                                               Advisor


                                          By: /s/ Mohan V. Phansalker
                                              Mohan V. Phansalker
                                          Title: Managing Director

                                          WRIGLEY CDO, LTD.
                                          By: Pacific Investment Management
                                              Company LLC, as its Investment
                                              Advisor


                                          By: /s/ Mohan V. Phansalker
                                              Mohan V. Phansalker
                                          Title: Managing Director

                                          PNC BANK, NATIONAL ASSOCIATION

                                          By: /s/ Julie S. Springer
                                              Julie S. Springer
                                          Title: Vice President

                                          SANKATY HIGH YIELD PARTNERS II, L.P.

                                          By: /s/ Diane J. Exter
                                              Diane J. Exter
                                          Title: Managing Director Portfolio
                                                 Manager

                                          KATONAH II, LTD.
                                          By: Sankaty Advisors LLC as
                                              Sub-Advisors

                                          By: /s/ Diane J. Exter
                                              Diane J. Exter
                                          Title: Managing Director Portfolio
                                                 Manager

                                          AVERY POINT CLO, LTD., as Term Lender
                                          By: Sankaty Advisors, LLC as
                                          Collateral Manager

                                          By: /s/ Diane J. Exter
                                              Diane J. Exter
                                          Title: Managing Director Portfolio
                                                 Manager

                                          CASTLE HILL I - INGOTS, LTD., as Term
                                          Lender
                                          By: Sankaty Advisors, LLC as
                                          Collateral Manager

                                          By: /s/ Diane J. Exter
                                              Diane J. Exter
                                          Title: Managing Director Portfolio
                                                 Manager

                                          CASTLE HILL II - INGOTS, LTD., as Term
                                          Lender
                                          By: Sankaty Advisors, LLC as
                                          Collateral Manager

                                          By: /s/ Diane J. Exter
                                              Diane J. Exter
                                          Title: Managing Director Portfolio
                                                 Manager

                                          CASTLE HILL III CLO, LIMITED, as Term
                                          Lender
                                          By: Sankaty Advisors, LLC as
                                          Collateral Manager

                                          By: /s/ Diane J. Exter
                                              Diane J. Exter
                                          Title: Managing Director Portfolio
                                                 Manager

                                          WELLS FARGO BANK, N.A.

                                          By: /s/ Geoff Headington
                                              Geoff Headington
                                          Title: Vice President