Exhibit 10.23


 


SECOND SUPPLEMENTAL INDENTURE


 


SECOND SUPPLEMENTAL INDENTURE dated as of December 14,
2005 (this “Supplemental Indenture”), among The Fibre-Metal
Products Company, a Delaware corporation (the “New Guarantor”), Norcross
Safety Products L.L.C., a Delaware limited liability
company (the “Company”), Norcross Capital Corp., a
Delaware corporation (“Capital” and, together with the Company, the “Issuers”),
the Guarantors listed on the signature pages hereto (the “Existing
Guarantors”) under the Indenture referred to below, and Wilmington Trust
Company, as trustee under the Indenture referred to below (the “Trustee”).


 


W I  T  N  E  S  S  E  T  H:


 


WHEREAS, the Issuers and the Existing
Guarantors have heretofore executed and delivered to the Trustee an Indenture dated
as of August 13, 2003 (as supplemented by the First Supplemental Indenture
dated July 19, 2005 by and among the Issuers, the Existing Guarantors and
the Trustee, and as further amended or supplemented from time to time, the “Indenture”;
capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture), providing for the issuance by the Issuers of
$152,500,000 aggregate principal amount of 9 7/8% Senior Subordinated Notes due
2011 (the “Notes”);


 


WHEREAS, Section 4.20 of the Indenture
provides that under certain circumstances the Issuers are required to cause the
New Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Guarantor shall unconditionally guarantee all of the
Issuers’ obligations under the Notes pursuant to a Guarantee on the terms and
conditions set forth herein; and


 


WHEREAS, pursuant to Section 8.01 of the
Indenture, the Trustee, the Issuers and the Existing Guarantors are authorized
to execute and deliver this Supplemental Indenture;


 


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


 


1.                                       Amendments
to Certain Definitions.  Section 1.01
of the Indenture (Definitions) is hereby amended as follows:


 


(a)                                  The
definition of “Akron Note” is hereby amended by deleting the word “Holdco” and replacing it with the word “NSP
Holdings”.


 


(b)                                 The
definition of “Holdco” is hereby amended by (i) deleting the words “NSP
Holdings L.L.C., a Delaware limited liability company”
and (ii) replacing them with the words “Safety Products Holdings, Inc.,
a Delaware corporation”.


 


(c)                                  The
definition of “Management Notes” is hereby deleted in its entirety.


 


(d)                                 The
definition of “Management Side Letter Agreements” is hereby deleted in its
entirety.


 





















 


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


 


“NSP Holdings”
means NSP Holdings L.L.C.,
a Delaware limited liability company.


 


2.                                       Additional
Amendments.  Section 4.11 of the
Indenture is hereby amended by replacing clauses (B)(11) and (B)(14) thereof
with the words “intentionally omitted;”.


 


3.                                       Agreement
to Guarantee.  The New Guarantor
hereby agrees, jointly and severally with all other Guarantors, to Guarantee
the Issuers’ obligations under the Notes on the terms and subject to the conditions
set forth in Article 10 of the Indenture and to be bound by all other
applicable provisions of the Indenture.  From
and after the date hereof, the New Guarantor shall be a Guarantor for all
purposes under the Indenture and the Notes.


 


4.                                       Ratification
of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder heretofore or hereafter authenticated and delivered
shall be bound hereby.


 


5.                                       Construction.  For
all purposes of this Supplemental Indenture, except as otherwise herein expressly
provided or unless the context otherwise requires: (i) the
terms and expressions used herein shall have the same meanings as corresponding
terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.


 


6.                                       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.


 


7.                                       Trustee
Makes No Representation.  The Trustee
shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which are made solely by the Issuers.


 


8.                                       Multiple
Counterparts.  The parties may sign
multiple counterparts of this Supplemental Indenture.  Each signed counterpart shall be deemed an
original, but all of them together represent one and the same agreement.


 





















 


9.                                       Headings.
The headings of this Supplemental Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 





















 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the date and year
first above written.


 


	
   

  	
  THE FIBRE-METAL PRODUCTS COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  
	
   

  	
   

  	
  Name: David F. Myers, Jr.

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORCROSS SAFETY PRODUCTS L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  
	
   

  	
   

  	
  Name: David F. Myers, Jr.

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORCROSS CAPITAL CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  
	
   

  	
   

  	
  Name: David F. Myers, Jr.

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXISTING 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, Jr.

  
	
   

  	
   

  	
  Name: David F. Myers, Jr.

  
	
   

  	
   

  	
  Title:

  
				



 





















 


	
   

  	
   

  	
  WILMINGTON TRUST COMPANY

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Kristin L. Moore

  
	
   

  	
   

  	
  Name:

  	
  Kristin L. Moore

  
	
   

  	
   

  	
  Title:

  	
  Financial Services Officer