Exhibit 4.3


 


EXECUTION COPY


 


NSP
HOLDINGS L.L.C.


and


NSP
HOLDINGS CAPITAL CORP.


 


As Issuers


 


 


11 3⁄4%
Senior Pay in Kind Notes due 2012


 


 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as
of July 19, 2005


 


 


Supplementing the Indenture dated
as of January 7, 2005, among

NSP Holdings L.L.C. and NSP Holdings Capital Corp., as Issuers, and


Wilmington Trust Company, as
trustee


 


 


WILMINGTON
TRUST COMPANY

As Trustee


 





















 


FIRST
SUPPLEMENTAL INDENTURE dated as of July 19, 2005 (this “First Supplemental
Indenture”), is by and among NSP Holdings L.L.C., a Delaware limited
liability company (the “Company”), NSP Holdings Capital Corp., a
Delaware corporation (“Capital” and, together with the Company, the “Issuers”)
and Wilmington Trust Company, a Delaware banking corporation, 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 Trustee are parties to an indenture dated as of January 7,
2005 (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 of the Issuers’ 11 3⁄4% Senior Pay in Kind Notes due
2012 (the “Notes”);


 


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


 


WHEREAS,
Safety Products, the Issuers and the Trustee will enter into a supplemental
indenture dated as of July 19, 2005, whereby Safety Products will assume
all of the Company’s obligations under the Indenture;


 


WHEREAS, on January 7,
2005, the Issuers issued $100,000,000 in aggregate principal amount of Notes
under the Indenture (the “Initial Notes”);


 


WHEREAS,
pursuant to the Consent Solicitation Statement dated as of June 13, 2005
(the “Consent Solicitation”), the Issuers 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 (x) the
change in control covenant of the Indenture and (y) clause (c) of the
limitation on consolidation, merger and sale of assets covenant of the
Indenture, each in connection with the Acquisition (the “Waivers”);


 


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 First Supplemental
Indenture and the Waivers have been received; and


 


WHEREAS, all
things necessary to make this First 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
to Certain Definitions.  Section 1.01
of the Indenture (Definitions) is hereby amended as follows:


 


(a)           The
definition of “Change of Control” is hereby amended by (i) replacing the
period (“.”) following clause (7) thereof with a semicolon (“;”) and (ii) adding
the following at the beginning of the next line:


 


“provided, that, notwithstanding
anything to the contrary in this definition, the 2005 Sale Transaction shall
not constitute a “Change of Control.”


 


(b)           The
definition of “CIBC” is hereby deleted in its entirety.


 


(c)           The
definition of “CIBC/Argosy Group” is hereby deleted in its entirety.


 


(d)           The
definition of “Consolidated Interest Expense” is hereby amended by replacing
clause (6) thereof with the following:


 


“amortization
of discount or premium (other than original issue discount deemed to apply to
the Notes issued on the Issue Date as a result of the 2005 Sale Transaction and
related transactions), if any; and”


 


(e)           The
definition of “Consolidated Net Income” is hereby amended by


 


(i)            deleting the word “and” immediately
preceding subclause (iii) of clause (4) thereof and replacing it with
a comma (“,”);


 


(ii)           adding
the following to the end of clause (4):


 


“and (iv) any extraordinary, unusual or
non-recurring costs and expenses incurred in connection with the 2005 Sale
Transaction)”;


 


(iii)          deleting
the period (“.”) at the end of clause (10) and replacing it with “; and”
and


 


(iv)          adding the following clause (11) immediately
thereafter:


 


“(11) any net after-tax income or loss (less all fees
and expenses or charges relating thereto) attributable to the early
extinguishment of indebtedness in connection with the 2005 Sale Transaction
shall be excluded.”


 


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


 


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


 





















 


(g)           The
definition of “John Hancock” is hereby deleted in its entirety.


 


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


 


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


 


(i)            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”.


 


(j)            The
definition of “Permitted Indebtedness” is hereby amended by replacing the word “100.0
million” in clause (2) thereof with “125.0 million”.


 


(k)           The
definition of “Registration Rights Agreement” is hereby amended by adding the
following to the end of that definition:


 


“along
with any similar agreement entered into with respect to issuances of Additional
Notes”.


 


The
following definition is hereby added immediately following the definition of “Trustee”:


 


“2005
Sale Transaction” means the transaction pursuant to which  Safety Products Holdings, Inc. will (1) acquire
all of the issued and outstanding membership units of Norcross and all of the
issued and outstanding common stock of Capital and (2) assume all of the
outstanding indebtedness and obligations of the Company and Capital pursuant to
the Indenture, the Notes, the Registration Rights Agreements and the CIVC
Registration Rights Agreement, and (3) effect the debt and equity
financing transactions related thereto.


 


2.             Additional Amendments.


 


(a)           Section 4.11 is hereby amended
by


 


(i)            replacing clause (3) thereof
with the following:


 


“immediately
after giving effect to such Restricted Payment, the aggregate of all Restricted
Payments declared or made after the Issue Date (excluding payments made
pursuant to clauses (2), (3), (4), (5), (6), (7), (8) and (13) of
paragraph (B) below and 50% of the payments made pursuant to clause (9) of
paragraph (B) below) does not exceed the sum of”;


 


(ii)           deleting the word “and” at the end of
clause (12) thereof;


 


(iii)          adding as clause (13) thereof, the
following:


 





















 


“(13) distribution of proceeds of
up to $25 million of new indebtedness of the Company and up to $30 million in
cash to members of NSP Holdings L.L.C. and up to $3.0 million in aggregate
value of stock of North Safety Products, Inc. to members of Company
management, all in connection with the 2005 Sale Transaction; and”; and


 


(iv) adding “(14)” before
the prior clause (13) so that clause (14) shall read as follows:


 


“(14) so long as no
Default shall have occurred and be continuing or would be caused thereby, other
Restricted Payments in an aggregate amount not to exceed $5.0 million since the
date of this Indenture.”


 


(b)           Section 4.18
is hereby replaced in its entirety with the following:


 


“The Company and its Restricted Subsidiaries
shall not engage in any businesses which are not the same, similar, ancillary,
related to or constitute a reasonable extension of the businesses in which the
Company and its Restricted Subsidiaries are engaged in on the Issue Date. The
Company shall at all times directly or indirectly own 100% of the Capital Stock
of Norcross.


 


Capital will not engage in any business or
activities other than as necessary to (1) maintain its corporate existence
and (2) perform its obligations under the Notes, the Exchange Notes, this
Indenture, the Registration Rights Agreements and the CIVC Registration Rights Agreement.”


 


(c)           Section 5.01
is hereby amended by adding the following to the beginning of clause (c) thereof:


 


“with
respect to any transaction other than the 2005 Sale Transaction,”


 


3.             Amendments to the Notes


 


(a)           The
Notes, a form of which is attached hereto as Exhibit A, are hereby
amended by replacing Section 5 thereof with the following:


 


“(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 Issuers may redeem the Notes, at their
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 Issuers 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.”


 


4.             Transaction Approval.


 


The
Consent Solicitation provided specific consent to the “Sale” and the “2005 Sale
Transaction” as described in the Consent Solicitation.  This First Supplemental Indenture shall be
construed as a waiver of any incidental or technical defaults under the
Indenture in connection with the “Sale” and the “2005 Sale Transaction” as
described in the Consent Solicitation.


 





















 


5.             Counterparts.


 


This First
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.


 


6.             Governing Law.


 


This First
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 First Supplemental
Indenture.


 


7.             Execution as Supplemental
Indenture.


 


This First Supplemental
Indenture is executed and shall be construed as an indenture supplemental to
the Indenture and, as provided in the Indenture, this First 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.


 


8.             Responsibility for Recitals,
Etc.


 


The
recitals herein and in the Additional 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 First Supplemental Indenture or of the Additional
Notes.  The Trustee shall not be accountable
for the use or application by the Issuers of the Additional Notes or of the
proceeds thereof.


 


9.             Provisions Binding on Issuers’
Successors.


 


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


 





















 


10.           Separability.


 


Each provision of this First Supplemental Indenture
shall be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this First Supplemental
Indenture or the Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


11.           Effective
Time.


 


This First 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 First Supplemental
Indenture to be duly executed and delivered as of the date first written above.


 


	
   

  	
  NSP HOLDINGS L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NSP HOLDINGS CAPITAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  



 





















 


	
   

  	
  WILMINGTON TRUST COMPANY,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ James J. McGinley

  	
   

  
	
   

  	
   

  	
    Name:  James J. McGinley

  
	
   

  	
   

  	
    Title:  Authorized Signer

  



 





















 


Exhibit A - Form of Note