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 dated
as of August 13, 2003, among


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


Wilmington Trust Company, as
trustee


 


WILMINGTON TRUST COMPANY 


As Trustee


 





















 


FIRST
SUPPLEMENTAL INDENTURE dated as of July 19, 2005 (this “Supplemental
Indenture”), is by and among Norcross Safety Products L.L.C., a Delaware
limited liability company (the “Company”), Norcross Capital Corp., a
Delaware corporation (“Capital”), the guarantors listed on the signature
pages hereto (the “Guarantors” and, together with the Company and
Capital, the “Issuers”) and Wilmington Trust Company, a Delaware banking
corporation, 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 otherwise
defined shall have the meanings assigned to such terms in the Indenture),
providing for the issuance by the Company and Capital of $152,500,000 aggregate
principal 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 NSP
Holdings Capital Corp. (the “Acquisition”);


 


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


 


WHEREAS,
Section 8.02 of the Indenture provides that the Issuers and the Trustee may
amend the Indenture with the consent of the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding (the “Requisite
Consents”);


 


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


 


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


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Issuers and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:


 


1.                                       Amendments.


 


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


 





















 


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


 


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


 


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


 


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


 


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


 


2.                                       Waiver.


 


The
Holders have delivered the Requisite Consents in order to waive the Company’s
obligations under the Change of Control covenant of the Indenture in connection
with the Acquisition, which obligates the Company to commence an offer to
purchase the Notes at a price equal to 101% of the principal amount of the
Notes in the event of a Change of Control.


 


3.                                       Counterparts.


 


This
Supplemental Indenture may be executed in any number of counterparts, and all
such counterparts taken together shall be deemed to constitute one and the same
instrument. Signature pages may be detached from counterpart documents and
reassembled to form duplicate executed originals.


 


4.                                       Governing Law.


 


This
Supplemental Indenture shall be governed by and construed in accordance with
the laws of the State of New York, as applied to contracts made and
performed within the state of New York, without regard to principles of
conflicts of law. Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the state of New York in any action or proceeding
arising out of or relating to this Supplemental Indenture.


 


5.                                       Execution as Supplemental Indenture.


 


This
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Indenture and, as provided in the Indenture, this
Supplemental Indenture forms a part thereof. Except as herein expressly otherwise
defined, the use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Indenture.


 





















 


6.                                       Responsibility for Recitals, Etc.


 


The
recitals herein and in the Notes (except in the Trustee’s certificate of
authentication) shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for the correctness thereof. The
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture or of the Notes. The Trustee shall not be accountable
for the use or application by the Issuers of the Notes or of the proceeds
thereof.


 


7.                                       Provisions Binding on the Issuer’s Successors.


 


All
the covenants, stipulations, promises and agreements contained in this
Supplemental Indenture by the Issuers shall bind their successors and assigns
whether so expressed or not.


 


8.                                       Effective Time.


 


This
Supplemental Indenture shall be deemed to be effective immediately prior to the
consummation of the Acquisition and shall cease to be effective if the
Acquisition is not consummated.


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be 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]


 





















 


	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James J. McGinley

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James J. McGinley

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signer

  	
   

  



 


 


[Opco Supplemental Indenture]