Exhibit 10.1


 


INCREMENTAL FACILITY
AMENDMENT


 


To:                              Credit Suisse, as
Administrative Agent under the Credit Agreement referred to below


 


Dated:             November 1, 2005


 


Reference is
hereby made to the Credit Agreement dated as of July 19, 2005 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among SAFETY PRODUCTS HOLDINGS, INC., a Delaware
corporation, as a Guarantor, SPH ACQUISITION LLC, a Delaware limited liability
company (now known as NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited liability
company (the “Parent Borrower”)), NORTH SAFETY PRODUCTS INC., a Delaware
corporation, and MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited company
(the “U.S. Subsidiary Borrowers”) (the U.S. Subsidiary Borrowers together
with the Parent Borrower being collectively referred to as the “U.S.
Borrowers”), NORTH SAFETY PRODUCTS LTD., a company organized and existing
under the laws of Canada (“the Canadian Borrower”) (the Canadian
Borrower, together with the U.S. Borrowers, being collectively referred to as
the “Borrowers”), the several banks and other financial institutions or
entities from time to time parties to this Agreement which extend a Commitment
to the U.S. Borrowers (the “U.S. Lenders”), the several banks and other
financial institutions or entities from time to time parties to this Agreement
which extend a Commitment to the Canadian Borrower (the “Canadian Lenders”
and, together with the U.S. Lenders, the “Lenders”), GMAC COMMERCIAL
FINANCE LLC, LASALLE BANK NATIONAL ASSOCIATION and US BANK NATIONAL
ASSOCIATION, as documentation agents (in such capacity, the “Documentation
Agents”), BANK OF AMERICA, N.A., as syndication agent (in such capacity,
the “Syndication Agent”), CREDIT SUISSE, as administrative agent (in
such capacity, the “Administrative Agent”) and CREDIT SUISSE, TORONTO
BRANCH, as Canadian agent (in such capacity, the “Canadian Agent”).  Terms used herein without definition shall
have the meanings assigned to such terms in the Credit Agreement.


 


WHEREAS,
pursuant to Section 2.25 of the Credit Agreement, Borrower may from time
to time request incremental Term Loans and related incremental Term Commitments
in an aggregate amount not to exceed $100,000,000, subject to the terms and
conditions set forth therein;


 


WHEREAS, Credit
Suisse and the other Lenders listed on the signature pages hereto (the “Increasing
Lenders”) have agreed, subject to the terms and conditions set forth herein
and in the Credit Agreement, to make an incremental Term Loan (the “Incremental
Term Loan”) and provide a related incremental Term Commitment (the “Incremental
Term Commitment”) to Borrower in an amount of $65,000,000, the proceeds of
which will be used to acquire all of the equity interests of The Fibre-Metal
Products Company (“FMP”) (the “Acquisition”) pursuant to a
purchase and sale agreement entered into between FMP and the Parent Borrower
dated September 29, 2005 and to pay the costs and expenses related thereto;
and


 


WHEREAS,
pursuant to Section 2.25 of the Credit Agreement, amendments to the Credit
Agreement that are required to give effect to increases in the Term Loans shall
only require the consent of the Parent Borrower and the Administrative Agent.


 





















 


NOW,
THEREFORE:


 


SECTION 1.           Incremental
Amendment.


 


(a)           This
amendment (this “Incremental Facility Amendment”) is an amendment
increasing the Term Loans referred to in Section 2.25 of the Credit
Agreement, and Parent Borrower and the Increasing Lenders hereby agree and notify
you that:


 


(i)            the
total Incremental Term Commitment of the Increasing Lenders is $65,000,000; and


 


(ii)           subject
to the satisfaction of the conditions to Borrowing under Section 5.2 of
the Credit Agreement and to the satisfaction of the conditions set forth in
clauses (A) through (C) below, the funding of the Incremental
Term Loan will occur in one drawing upon the Parent Borrower’s request in
accordance with Sections 2.1 and 5.2 of the Credit Agreement (provided that the
Closing Date shall be the date hereof).  In
the event that all or any portion of the Incremental Term Loan is not borrowed
on or before the date hereof, the unborrowed portion of the Incremental Term
Commitment shall automatically terminate on such date unless the Increasing
Lenders shall agree to an extension.


 


(A)          no
Event of Default shall have occurred and be continuing or occur as a result of
the Incremental Term Loan;


 


(B)           the
proceeds of the Incremental Term Loans will be used solely for Permitted
Acquisitions and the costs and expenses related thereto;


 


(C)           on
a pro forma basis, after giving effect to the making of the Incremental Term
Loan and the use of proceeds, the Consolidated Senior Leverage Ratio does not
exceed 3.25 to 1.00;


 


(D)          on
a pro forma basis (as set forth in the definition of the term “Permitted
Acquisition” in the Credit Agreement), the Borrowers are in compliance with
Section 7.1 of the Credit Agreement; and


 


(E)           Parent
Borrower shall have delivered to the Administrative Agent and Increasing
Lenders an officer’s certificate, dated the date of borrowing, certifying
satisfaction of the requirements of Section 2.25(a) of the Credit
Agreement, including as described in clauses (A), (B), (C) and (D) above.


 


(b)           Each
of the Increasing Lenders and the Parent Borrower hereby agree that the
Incremental Term Loan made pursuant to this Incremental Facility Amendment will
be a Term Loan and any Lender with an outstanding Incremental Term Loan will be
a Term Lender, in each case for any and all purposes under the Credit Agreement
and (A) shall rank pari  passu in right of payment and right
of security in respect of the Collateral with the existing Term Loans and (B) shall
have the same terms as Term Loans existing immediately prior to the
effectiveness of this Incremental Facility Amendment.


 


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(c)           The
table set forth in Section 2.2 of the Credit Agreement is hereby amended by
adding (i) to each quarterly installment from and including the second
quarterly installment to and including the twenty-forth quarterly installment,
$169,565.22 and (ii) to each quarterly installment from and including the
twenty-fifth quarterly installment to and including the twenty-eighth quarterly
installment, $15,275,000.


 


(d)           The
Parent Borrower covenants and agrees that the proceeds of the Incremental Term
Loan shall be used by the Parent Borrower for the Acquisition and to pay the
costs and expenses related thereto.


 


SECTION 2.           Representations,
Warranties and Covenants.  The Parent
Borrower represents, warrants and covenants to the Administrative Agent and to
the Increasing Lenders that:


 


(a)           this
Incremental Facility Amendment has been duly authorized, executed and delivered
by it and constitutes a legal, valid and binding obligation of the Parent Borrower,
enforceable against the Parent Borrower in accordance with its terms;


 


(b)           after
giving effect to this Incremental Facility Amendment, the representations and
warranties set forth in Section 4 of the Credit Agreement and the other
Loan Documents will be true and correct with the same effect as if made on and
as of the date hereof (unless expressly stated to relate to an earlier date, in
which case such representations and warranties shall be true and correct as of
such earlier date), as supplemented by
the updated schedules attached hereto as Exhibit A with regard to the
corresponding schedules, representations and warranties in the Credit Agreement;
and


 


(c)           as
applicable, (i) each of the conditions to requesting Incremental Term
Loans set forth in clause (a) of Section 2.25 of the Credit Agreement
that does not require funding of the Incremental Term Loans is satisfied on the
date of entering into this Incremental Facility Amendment and (ii) each
and all of the conditions to requesting Incremental Term Loans set forth in
clause (a) of Section 2.25 of the Credit Agreement will be satisfied
on the date of borrowing of the Incremental Term Loan.


 


SECTION 3.           Conditions
to Effectiveness.  This Incremental
Amendment shall become effective when:


 


(a)           the
Administrative Agent shall have received counterparts of this Incremental Facility
Amendment that, when taken together, bear the signatures of the Parent Borrower
and the Increasing Lenders;


 


(b)           the
representations and warranties set forth in Section 2 hereof are true and
correct (as set forth on an officer’s certificate delivered to the
Administrative Agent and the Increasing Lenders); and


 


(c)           all
fees and expenses required to be paid or reimbursed by the Parent Borrower
pursuant to the Credit Agreement, including all invoiced fees and expenses of
counsel to the Administrative Agent and Increasing Lenders shall have been paid
or reimbursed, on or prior to effectiveness applicable.


 


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SECTION 4.           Roles.  Credit Suisse shall act in the capacity as Sole
Lead Arranger and Sole Bookrunner and Bank of America, N.A. shall act in the
capacity as Syndication Agent with respect to this Incremental Facility
Amendment, but in such capacity shall not have any obligations, duties or
responsibilities, nor shall incur any liabilities, under this Incremental
Facility Amendment or any other Loan Document.


 


SECTION 5.           Applicable Law.  THIS INCREMENTAL FACILITY AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  SECTION 10.16 OF THE CREDIT AGREEMENT
SHALL APPLY TO THIS INCREMENTAL FACILITY AMENDMENT.


 


SECTION 6.           Credit
Agreement; Loan Document.  Except as
expressly set forth herein, this Incremental Facility Amendment shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of any party under, the Credit Agreement, nor
alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement, all of
which are ratified and affirmed in all respects and shall continue in full
force and effect.  For the avoidance of
doubt, this Incremental Facility Amendment shall be deemed to be a “Loan
Document” within the meaning of the Credit Agreement.


 


SECTION 7.           Counterparts.  This Incremental Facility Amendment may be
executed in two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute but one
agreement.  Delivery of an executed
counterpart of a signature page of this Incremental Facility Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart of this Incremental Facility Amendment.


 


[Signature Page Follows]


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Incremental Facility Amendment to
be duly executed by their authorized officers as of the date set forth above.


 


	
   

  	
  U.S.
  BORROWERS

  
	
   

  	
   

  
	
   

  	
  NORCROSS
  SAFETY PRODUCTS L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NORTH SAFETY
  PRODUCTS INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MORNING
  PRIDE MANUFACTURING L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  INCREASING
  LENDERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE, acting through its Cayman

  Islands Branch, as Increasing Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Bill O’Daly

  	
   

  
	
   

  	
   

  	
  Name: Bill O’Daly

  	
   

  
	
   

  	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Rianka Mohan

  	
   

  
	
   

  	
   

  	
  Name: Rianka Mohan

  	
   

  
	
   

  	
   

  	
  Title: Associate

  	
   

  



 


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  [OTHER INCREASING LENDERS]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [if
  a second signature is required by the institution

  	
   

  
	
   

  	
   

  	
  named on this page:]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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  CONSENTED TO:

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE, acting through its Cayman

  
	
   

  	
  Islands
  Branch, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ Bill
  O’Daly

  	
   

  
	
   

  	
  Name: Bill O’Daly

  	
   

  
	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Rianka
  Mohan

  	
   

  
	
   

  	
  Name: Rianka Mohan

  	
   

  
	
   

  	
  Title: Associate

  	
   

  



 


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EXHIBIT A