Exhibit 4.2


 


CUSIP No.:


 


113⁄4% SENIOR PAY IN KIND NOTES DUE 2012


 


	
  No.

  	
   

  	
  $

  



 


FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS
THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH
$1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1) THE ISSUE PRICE IS $1,000; (2) THE
ISSUE DATE IS JULY 19, 2005; AND (3) THE YIELD TO MATURITY IS 13.155%
(COMPOUNDED SEMI-ANNUALLY).  PLEASE
CONTACT DAVID F. MYERS, JR., EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND SECRETARY OF THE COMPANY, AT (630) 572-8518 IF YOU WOULD LIKE INFORMATION
RELATING TO THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT.


 


SAFETY PRODUCTS HOLDINGS, INC., a Delaware corporation
(the “Company”, which term includes any successor entity), for value
received promises to pay to CEDE & CO. or registered assigns, the sum
indicated on Schedule A hereof on January 1, 2012.


 


Interest Payment Dates:  January 1 and July 1, commencing January 1,
2006.


 


Record Dates:  June 15
and December 15.


 


Reference is made to the further provisions of this
Note contained herein and the Indenture (as defined), which will for all
purposes have the same effect as if set forth at this place.


 





















 


IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.


 


	
   

  	
  SAFETY PRODUCTS
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


Certificate of Authentication


 


This is one of the 113⁄4% Senior Pay in Kind Notes due 2012
referred to in the within-mentioned Indenture.


 


 


	
   

  	
  WILMINGTON TRUST
  COMPANY,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 





















 


(REVERSE OF SECURITY)


 


113⁄4% SENIOR PAY IN KIND NOTE DUE 2012


 


1.             Interest.  Safety Products Holdings, Inc., a
Delaware corporation (the “Company”) and successor to the obligations of
NSP Holdings L.L.C. (“Holdings”) under the Indenture, promises to pay
interest on the principal amount of this Note at the rate per annum
shown above.  Interest on the Notes will
accrue from the most recent date on which interest has been paid or, if no
interest has been paid, from the date of the original issuance of the
Notes.  The Company will pay interest
semi-annually in arrears on each Interest Payment Date, commencing January 1,
2006.  Interest on the Notes will accrue
from July 1, 2005, the most recent date to which interest was paid on the
Notes issued under the Indenture on January 7, 2005 (the “Existing
Notes”).  Interest will be computed
on the basis of a 360-day year of twelve 30-day months.  Through and including the interest payment
date of January 1, 2010, accrued interest on all notes then outstanding
will be payable, at the Company’s option, in cash or in the form of additional
notes (when issued in payment of interest or Additional Interest, “PIK Notes”).  On and after the interest payment to be made
on July 1, 2010, accrued interest will be payable solely in cash.  The PIK Notes will be identical to the
originally issued Notes, except that interest will begin to accrue from the date
they are issued rather than the Issue Date.


 


The Notes will be issued in denominations of $1,000
and integral multiples of $1,000; provided, however, that PIK Notes will be issued in denominations of
$1.00 and integral multiples of $1.00.


 


2.             Method
of Payment.  The Company shall pay
interest on the Notes (except defaulted interest) to the Persons who are the
registered Holders at the close of business on June 15 or December 15
immediately preceding the Interest Payment Date (whether or not such day is a Business
Day) even if the Notes are cancelled on registration of transfer or
registration of exchange after such Record Date.  Holders must surrender Notes to a Paying
Agent to collect principal payments. 
Payments of principal and premium, if any, will be made (on presentation
of such Notes if in certificated form) in money of the United States that at
the time of payment is legal tender for payment of public and private debts; provided, however, that
the Company may pay principal, premium, if any, and interest (other than
interest payable in PIK Notes) by check payable in such money.  The Company may deliver any such interest
payment to the Paying Agent or to a Holder at the Holder’s registered address.


 


3.             Paying
Agent and Registrar.  Initially, Wilmington
Trust Company, a Delaware banking corporation (the “Trustee”), will act
as Paying Agent and Registrar.  The Company
may change any Paying Agent, Registrar or co-Registrar without notice to the
Holders.  The Company or any of its
Subsidiaries may act as Paying Agent or Registrar.


 


4.             Indenture.  The Company issued this Note under an
Indenture, dated as of January 7, 2005 (as amended by a First Supplemental
Indenture, dated as of July 19, 2005 and a Second Supplemental Indenture
dated as of July 19, 2005, the “Indenture”), by and among Holdings,
NSP Holdings Capital Corp. and the Trustee. 
This Note is one of a duly authorized issue of Additional Notes of the Company
designated as its 113⁄4% Senior Pay in Kind Notes due 2012 (the “Notes”).  The Notes include the Initial Notes, the
Additional Notes and the Exchange Notes (as defined below) issued in exchange
for the Initial Notes and Additional Notes pursuant to the Indenture.  The Initial Notes, the Additional Notes and
the Exchange Notes are treated as a single class of securities under the
Indenture.  Capitalized terms herein are
used as defined in the Indenture unless otherwise defined herein.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the “TIA”),
as in effect on the date of the Indenture. 
Notwithstanding anything to the contrary herein, the Notes are subject
to all such terms, and Holders are referred to the Indenture and the TIA for a
statement of them.  The Notes are general
unsecured obligations of the Company.


 


5.             Redemption.


 


(a)           Optional
Redemption with Make Whole Payment. 
At any time prior to July 1, 2006, the notes may be redeemed in
whole or in part at the option of the Company, upon not less than 30 or more
than 60


 





















 


days’
prior notice, at a redemption price equal to 100% of the principal amount
thereof, plus the Make Whole Premium and any accrued and unpaid interest
thereon to the applicable redemption date.


 


(b)           Optional
Redemption.  The Company may redeem
the Notes, at its option, in whole at any time or in part from time to time, on
and after July 1, 2006 at the following Redemption Prices (expressed as
percentages of the principal amount thereof) if redeemed during the periods set
forth below, plus, in each case, accrued and unpaid interest thereon, if any,
to the date of redemption.


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2006 - June 30, 2007

  	
   

  	
  112.5

  	
  %

  
	
  July 1, 2007 - June 30, 2008

  	
   

  	
  105

  	
  %

  
	
  July 1, 2008 - June 30, 2009

  	
   

  	
  103

  	
  %

  
	
  Thereafter

  	
   

  	
  100

  	
  %

  



 


(c)           Optional
Redemption upon Equity Offerings. 
Notwithstanding the foregoing, the Company may redeem in the aggregate
up to 35% of the principal amount of Notes at any time and from time to time
prior to July 1, 2006 at a Redemption Price equal to 111.75% of the
aggregate principal amount so redeemed, plus accrued and unpaid interest in
cash, if any, to the Redemption Date out of the Net Proceeds of one or more
Equity Offerings; provided that


 


(1)           at
least 65% of the principal amount of Notes originally issued remains
outstanding immediately after the occurrence of any such redemption and


 


(2)           any
such redemption occurs within 90 days following the closing of such Equity Offering.


 


(d)           Mandatory
Partial Redemption.  On July 1,
2010, if any notes are outstanding, the Company will be required to redeem, at
a redemption price of 100% of the principal amount of the notes so redeemed, a
principal amount of notes (the “Mandatory Principal Redemption Amount”)
sufficient (but not in excess of the
amount sufficient) to
ensure that the notes are not treated under the Code as “Applicable High Yield
Discount Obligations” for the ongoing deductibility of interest by the Company.
The Mandatory Principal Redemption Amount will be calculated as (i) the
excess of (A) the aggregate
principal amount of all notes outstanding on July 1, 2010, over (B) the issue price (determined pursuant
to Treasury Regulation Section 1.1273-2(a)(i)) of all notes issued or
deemed issued (as a result of the deemed exchange for U.S. federal income tax
purposes of notes outstanding immediately prior to the date of closing of the
2005 Sale Transaction (the “Effective Date”) for new notes on the Effective
Date, and assuming for this purpose that all holders consented to the
amendments and waivers to the Indenture proposed in connection with the 2005
Sale Transaction (“Proposed Amendments and Waivers”)), less (ii) an
amount equal to one year’s simple uncompounded interest (determined using the stated interest rate on the notes) on the aggregate
issue price (determined pursuant to Treasury Regulation Section 1.1273-2(a)(i),
and assuming for this purpose that all holders consent to the Proposed Amendments
and Waivers) of all notes, other than PIK Notes issued subsequent to the Effective Date. The
Mandatory Principal Redemption Amount will be applied as a partial redemption
of each note outstanding.


 


6.             Notice
of Redemption.  Notice of redemption
under paragraphs 5(a), (b), (c) and (d) of this Note will be mailed
at least 30 days but not more than 60 days before the Redemption Date to each
Holder to be redeemed at such Holder’s registered address.


 


Except as set forth in the Indenture, if monies for
the redemption of the Notes called for redemption shall have been deposited with
the Paying Agent for redemption on such Redemption Date, then, unless the Company
defaults in the payment of such Redemption Price plus accrued interest, if any,
the Notes called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the Redemption Price plus accrued interest, if any.


 





















 


7.             Offers
to Purchase.  The Indenture provides
that, after certain Asset Sales (as defined in the Indenture) and upon the
occurrence of a Change of Control (as defined in the Indenture), and subject to
further limitations contained therein, the Company will make an offer to
purchase certain amounts of the Notes in accordance with the procedures set
forth in the Indenture.


 


8.             Denominations;
Transfer; Exchange.  The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof, provided, however,
that the PIK Notes will be issued in denominations of $1.00 and integral
multiples of $1.00.  A Holder shall
register the transfer or exchange of Notes in accordance with the
Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture.  The Registrar need not register the transfer
of or exchange of any Notes or portions thereof selected for redemption.


 


9.             Persons
Deemed Owners.  The registered holder
of a Note shall be treated as the owner of it for all purposes.


 


10.           Unclaimed
Money.  If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and the
Paying Agent will pay the money back to the Company.  After that, Holders entitled to money must
look to the Company for payment as general creditors unless an “abandoned
property” law designates another person.


 


11.           Legal
Defeasance and Covenant Defeasance. 
If the Company at any time deposits with the Trustee U.S. legal tender
or U.S. Government Obligations sufficient to pay the principal of and interest
on the Notes to redemption or maturity and complies with the other provisions
of the Indenture relating to defeasance, the Company will be discharged from
certain provisions of the Indenture and the Notes (including certain covenants,
but excluding its obligation to pay the principal of and interest on the
Notes).


 


12.           Amendments,
Supplements, and Waivers.  Subject to
certain exceptions, the Indenture or the Notes may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes  then
outstanding, and any existing Default or Event of Default or noncompliance with
any provision may be waived with the written consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding.  Without notice to or consent of any Holder,
the parties thereto may amend or supplement the Indenture or the Notes to,
among other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Notes in addition to or in place of certificated Notes or make
any other change that does not adversely affect in any material respect the
rights of any Holder.


 


13.           Restrictive
Covenants.  The Indenture imposes
certain limitations on the ability of the Company and its Subsidiaries to,
among other things, incur additional Indebtedness, make payments in respect of
its Capital Stock, enter into transactions with Affiliates, create dividend or
other payment restrictions affecting Restricted Subsidiaries, sell assets,
create liens, issue capital stock, enter into sale and lease-back transactions,
make certain Investments, merge or consolidate with any other Person, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its assets.  Such limitations are
subject to a number of important qualifications and exceptions.  The Company must annually report to the
Trustee on compliance with such limitations.


 


14.           Successor
Entity.  When a successor entity
assumes, in accordance with the Indenture, all the obligations of its
predecessor under the Notes and the Indenture, and immediately before and
thereafter no Default or Event of Default exists and certain other conditions are
satisfied, the predecessor entity will be released from those obligations.


 


15.           Defaults
and Remedies.  Events of Default are
set forth in the Indenture.  If an Event
of Default (other than an Event of Default pursuant to Section 6.01(f) or
(g) of the Indenture) shall have occurred and be continuing, then the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the Notes then outstanding, may declare to be immediately due and payable the
entire principal amount of all the Notes then outstanding plus accrued interest
to the date of acceleration; provided, however, that after such acceleration but before a judgment
or decree based on such acceleration is obtained by the Trustee, the Holders of
a majority in aggregate principal amount of the outstanding Notes may rescind
and annul such acceleration and its consequences if all existing


 





















 


Events
of Default, other than the nonpayment of principal, premium, if any, or
interest that has become due solely because of the acceleration, have been
cured or waived. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.  In
case an Event of Default specified in Section 6.01(f) or (g) of
the Indenture occurs, such principal amount, together with premium, if any, and
interest with respect to all of the Notes, shall be due and payable immediately
without any declaration or other act on the part of the Trustee or the Holders.  The Trustee is not obligated to enforce the
Indenture or the Notes unless it has received indemnity reasonably satisfactory
to it.


 


16.           Trustee
Dealings with Company.  The Trustee
under the Indenture, in its individual or any other capacity, may make loans
to, accept deposits from, and perform services for the Company, and may otherwise
deal with the Company, its Subsidiaries or their respective Affiliates as if it
were not the Trustee.


 


17.           No
Recourse Against Others.  As more
fully described in the Indenture, no director, officer, employee, stockholder
or incorporator, as such, of the Company shall have any liability for any
obligation of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their
creation.  Each Holder by accepting a
Note waives and releases all such liability. 
Such waiver and release are part of the consideration for the issuance
of the Notes.


 


18.           Authentication.  This Note shall not be valid until the
Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.


 


19.           Governing
Law.  THIS NOTE
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 TO THE INDENTURE HAS
AGREED 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 NOTE.


 


20.           Abbreviations
and Defined Terms.  Customary
abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


21.           CUSIP
Numbers.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes as
a convenience to the Holders.  No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.


 


22.           Indenture.  Each Holder, by accepting a Note, agrees to
be bound by all of the terms and provisions of the Indenture, as the same may
be amended from time to time.


 


The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture which has the text of this
Note in larger type.  Requests may be
made to:  c/o Norcross Safety Products L.L.C., 2001 Spring Road, Suite 425,
Oak Brook, Illinois 60523, Attention: 
Chief Financial Officer.


 





















 


SCHEDULE A


 


SCHEDULE OF
PRINCIPAL AMOUNT


 


The initial principal
amount at maturity of this Note shall be $                 .
The following decreases/increases in the principal amount at maturity of this
Note have been made:


 


	
  Date of Increase/

  Decrease

  	
   

  	
  Decrease in

  Principal Amount at

  Maturity

  	
   

  	
  Increase in Principal

  Amount at Maturity

  	
   

  	
  Total Principal

  Amount at Maturity

  Following such

  Increase/ Decrease

  	
   

  	
  Notation Made by or

  on Behalf of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


ASSIGNMENT FORM


 


If you the Holder want to assign this Note, fill in
the form below and have your signature guaranteed:


 


	
  I or we assign and transfer this Note to:

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type
  name, address and zip code and

  
	
  social security
  or tax ID number of assignee)

  



 


 


and irrevocably appoint
                                                                                                                                                                         ,
agent to transfer this Note on the books of the Company.  The agent may substitute another to act for
him.


 


	
  Date:

  	
   

  	
   

  	
  Signed:

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as
  your name appears on the other side of this Note)

  
							



 


 


	
  Medallion
  Guarantee:

  	
   

  	
   

  



 





















 


[OPTION OF HOLDER TO ELECT PURCHASE]


 


If you want to elect to have this Note purchased by
the Company pursuant to Section 4.13 or Section 4.16 of the
Indenture, check the appropriate box:


 


Section 4.13 o


 


Section 4.16 o


 


If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 4.13 or Section 4.16 of
the Indenture, state the amount you elect to have purchased:


 


	
  $

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE: The
  signature on this assignment must correspond with the name as it appears upon
  the face of the within Note in every particular without alteration or
  enlargement or any change whatsoever and be guaranteed by the endorser’s bank
  or broker.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Medallion
  Guarantee:

  	
   

  	
   

  
									



 


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