Exhibit 10.1


 


EXECUTION COPY


 


THIRD AMENDMENT


 


THIRD AMENDMENT, dated as of October 4, 2004 (the “Amendment”),
to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 20,
2003 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
Delaware limited liability company (“Morning Pride,” together with NSP
and North Safety, the “U. S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
company organized and existing under the laws of Ontario (“North Safety
Canada” and, together with the U.S. Borrowers, the “Borrowers”), the
several banks and other financial institutions or entities from time to time
parties thereto (the “U.S. Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE
(the “Canadian Lender”), GENERAL ELECTRIC CAPITAL CORPORATION, as
documentation agent (in such capacity, the “Documentation Agent”),
CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in such capacity, the
“Syndication Agent”) and FLEET NATIONAL BANK, as administrative agent
(in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, the Borrowers have requested that the Lenders agree to amend
certain provisions of the Credit Agreement; and


 


WHEREAS, the Lenders are willing to amend such provisions on and
subject to the terms and conditions herein;


 


NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, the
parties agree as follows:


 


SECTION 1.                                Amendment to
Section 1.1 of the Credit Agreement. 
(a)  Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of “Applicable
Margin” in its entirety and substituting in lieu thereof:


 


““Applicable Margin”:  for each Type of Loan, the rate per annum set
forth under the relevant column heading below:


 


	
   

  	
   

  	
  ABR Loans and 

  C$Prime Loans

  	
   

  	
  Eurodollar Loans 

  and Bankers’ 

  Acceptances

  	
   

  
	
  U.S. Revolving Loans and Canadian Loans

  	
   

  	
  2.50

  	
  %

  	
  3.50

  	
  %

  
	
  Term Loans

  	
   

  	
  1.75

  	
  %

  	
  2.75

  	
  %;

  



 
















 


provided, that on and after each Adjustment
Date to occur after the completion of two full fiscal quarters of NSP following
the Closing Date, the Applicable Margin with respect to U.S. Revolving Loans,
U.S. Swingline Loans and Canadian Loans will be determined pursuant to the
Pricing Grid.”


 


SECTION 2.                                Amendment to
Section 7.8 of the Credit Agreement. 
Section 7.8 of the Credit Agreement is hereby amended by deleting
clause (j) in its entirety and substituting in lieu thereof the following:


 


“(j)
in addition to Investments otherwise expressly permitted by this Section,
Permitted Acquisitions completed subsequent to the Closing Date for an
aggregate purchase price (including cash, Capital Stock and promissory notes
given as consideration therefor and Indebtedness assumed in connection
therewith, but excluding investment banking, brokerage, legal, accounting and
other similar fees paid in connection therewith and fees paid in connection
with the financing thereof) not to exceed $100,000,000 for all such Permitted
Acquisitions;”


 


SECTION 3.                                Subsequent Term Loan
Repricing.  The parties to the Credit Agreement hereby agree that, notwithstanding
clauses (a)(ii) and (B)(i) of Section 2.20 thereof, if, during the period
beginning on the day after the effective date of this Amendment and ending on
the first anniversary thereafter, NSP requests and obtains a decrease in the
Applicable Margin with respect to any Term Loan (other than pursuant to a
refinancing or an amendment and restatement of the Credit Agreement), (a) NSP
shall pay to the Administrative Agent, in immediately available funds, for the
account of each Term Loan Lender, a fee equal to 1% of the aggregate amount of
such Lender’s Term Loans then outstanding and (b) the purchase price for any
Term Loan payable by a replacement financial institution to a Term Loan Lender
which has been replaced after having withheld its consent to such a decrease
shall be 101% of par, plus all accrued, but unpaid, interest and fees
and other amounts owing to the replaced Term Loan Lender on or prior to the
date of replacement; provided that (x) the fee in the foregoing clause
(a) shall be paid only to Term Loan Lenders which consent to such decrease and
(y) the purchase price in the foregoing clause (b) shall apply only if such
replacement occurs during the period beginning on the day after the effective
date of this Amendment and ending on the first anniversary thereafter.  For the avoidance of doubt, this
Section 3 shall not apply in the instance in which NSP obtains any
additional Term Loan pursuant to Section 2.25 of the Credit Agreement
having a lower Applicable Margin than that of any then existing Term Loan, but
shall apply if NSP subsequently requests a reduction in such existing Term Loan
as described herein.


 


SECTION 4.                                Representations and
Warranties.  The Borrowers jointly
and severally represent and warrant that the representations and warranties made
by the Borrowers in Section 4 of the Credit Agreement, after giving effect
to this Amendment and the transactions contemplated hereby, are true and
correct in all material respects, except where such representations and
warranties relate to an earlier date in which case such representations and
warranties are true and correct in all material respects as of such earlier
date.  The Borrowers jointly and
severally represent and warrant that, after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing.


 


2
















 


SECTION 5.                                Effectiveness.  This Amendment shall be effective on and as
of the date of this Amendment at such time that (a) it shall have been executed
and delivered by the Required Lenders and each Term Lender and (b) the
Acknowledgment and Consent attached hereto shall have been executed and
delivered by each Guarantor.


 


SECTION 6.                                Continuing Effect of
Credit Agreement.  This Amendment
shall not constitute a waiver, amendment or modification of any other provision
of the Credit Agreement not expressly referred to herein and shall not be
construed as a waiver or consent to any further or future action on the part of
the Borrowers that would require a waiver or consent of the Lenders or the
Administrative Agent.  Except as
expressly amended or modified herein, the provisions of the Credit Agreement
are and shall remain in full force and effect.


 


SECTION 7.                                Counterparts.  This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.  A set of the copies of this Amendment signed
by all the parties shall be lodged with NSP and the Administrative Agent.


 


SECTION 8.                                Payment of Expenses.  The Borrowers agree, jointly and severally,
to pay or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of this Amendment and any other documents prepared in
connection herewith, and the consummation and administration of the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.


 


SECTION 9.                                GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


[Rest of page left intentionally blank]


 


3
















 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the day and year first herein written.


 


	
   

  	
  NORCROSS SAFETY PRODUCTS L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:  

  	
    /s/
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Name:

  	
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH SAFETY PRODUCTS INC.

  
	
   

  	
   

  
	
   

  	
  By:  

  	
    /s/
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Name:

  	
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  MORNING PRIDE MANUFACTURING L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:  

  	
    /s/
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Name:

  	
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH SAFETY PRODUCTS LTD.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Name:

  	
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  Chief Financial Officer

  	
   

  



 
















 


	
   

  	
  FLEET NATIONAL BANK, as Administrative 

  Agent and as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Michael DiSandro

  	
   

  
	
   

  	
   

  	
    Name: Michael DiSandro

  	
   

  
	
   

  	
   

  	
    Title: Director

  	
   

  
	
   

  	
   

  
	
   

  	
  CANADIAN IMPERIAL BANK OF 

  COMMERCE, solely as Syndication Agent

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL 

  CORPORATION, as Documentation Agent and 

  as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gerald Girardi

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Gerald Girardi

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Director

  CIBC World Markets Corp., as Agent

  	
   

  
	
   

  	
   

  
	
   

  	
  CANADIAN IMPERIAL BANK OF 

  COMMERCE, solely as Canadian Lender

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Gerald Girardi

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Gerald Girardi

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Director

  CIBC World Markets Corp., as Agent

  	
   

  
	
   

  	
   

  
	
   

  	
  CIBC INC., as a U.S. Lender

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gerald Girardi

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Gerald Girardi

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Director

  CIBC World Markets Corp., as Agent

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Aeries Finance II Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Patriarch Partners X, LLC

  	
   

  
	
   

  	
   

  	
  Its Managing Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn Tilton

  	
   

  
	
   

  	
   

  	
  Name: Lynn Tilton

  	
   

  
	
   

  	
   

  	
  Title: Manager

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AIM FLOATING RATE FUND

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc. As
  Sub-Adviser

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name: 
  Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Title: 
  Authorized Signatory

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit Agreement,
  dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware corporation
  (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited
  liability company (“Morning Pride,” together with NSP and North Safety, the
  “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a company organized and
  existing under the laws of Ontario (“North Safety Canada” and, together with
  the U.S. Borrowers, the “Borrowers”), the several banks and other financial
  institutions or entities from time to time parties thereto (the “U. S.
  Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE (the “Canadian Lender”),
  GENERAL ELECTRIC CAPITAL CORPORATION, as documentation agent (in such
  capacity, the “Documentation Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as
  syndication agent (in such capacity, the “Syndication Agent”) and FLEET
  NATIONAL BANK, as administrative agent (in such capacity, the “Administrative
  Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANTARES CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tyler W. Lindblad

  	
   

  
	
   

  	
  Name:

  	
  Tyler W. Lindblad

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
					



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit Agreement,
  dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware corporation
  (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited
  liability company (“Morning Pride,” together with NSP and North Safety, the
  “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a company organized and
  existing under the laws of Ontario (“North Safety Canada” and, together with
  the U.S. Borrowers, the “Borrowers”), the several banks and other financial
  institutions or entities from time to time parties thereto (the “U. S.
  Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE (the “Canadian Lender”),
  GENERAL ELECTRIC CAPITAL CORPORATION, as documentation agent (in such
  capacity, the “Documentation Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as
  syndication agent (in such capacity, the “Syndication Agent”) and FLEET
  NATIONAL BANK, as administrative agent (in such capacity, the “Administrative
  Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANTARES FUNDING, L.P.

  
	
   

  	
  By: 
  JPMorgan Chase Bank, as trustee of the Antares Funding Trust created
  under the Trust Agreement dated as of November 30, 1999.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leslie Hundley

  	
   

  
	
   

  	
  Name:

  	
  Leslie Hundley

  	
   

  
	
   

  	
  Title:

  	
  AVP

  	
   

  
					



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
  APEX (IDM) CDO I, LTD.

  ELC (CAYMAN) LTD.

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Babson Capital Managment LLC

  as Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn P Duffy

  	
   

  
	
   

  	
   

  	
  Name: 
  GLENN P DUFFY, CFA

  	
   

  
	
   

  	
   

  	
  Title: 
  Managing Director

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARCHIMEDES FUNDING IV (CAYMAN), LTD.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  ING Capital Advisors LLC

  as Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Robert D. Cohen

  	
   

  
	
   

  	
  Name:

  	
  ROBERT D.
  COHEN

  	
   

  	
   

  
	
   

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AVALON CAPITAL LTD. 2

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  	
   

  
	
   

  	
   

  	
  As Portfolio Advisor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  Stoeckle

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL CORPORATION,
  as documentation agent (in such capacity, the “Documentation Agent”),
  CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in such capacity,
  the “Syndication Agent”) and FLEET NATIONAL BANK, as administrative
  agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BALANCED HIGH-YIELD FUND II, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING Capital Advisors LLC,

  	
   

  
	
   

  	
   

  	
  as Asset Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title: 

  	
   

  
					



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BRYN MAWR CLO, Ltd.

  
	
   

  	
   

  	
  By: Deerfield Capital Management LLC as its

  
	
   

  	
   

  	
   Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Scott Morrison

  	
   

  
	
   

  	
   

  	
  Name: 
  Scott Morrison

  	
   

  
	
   

  	
   

  	
  Title: 
  Vice President

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
  Centurion
  CDO II, Ltd.

  
	
   

  	
  By: American
  Express Asset Management

  
	
   

  	
  Group, Inc.
  as Collateral Manager

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Supervisor - Fixed Income Support Team

  
					



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
  Centurion
  CDO VI, Ltd.

  
	
   

  	
  By: American
  Express Asset Management

  
	
   

  	
  Group as
  Collateral Manager

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Supervisor - Fixed Income Support Team

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHARTER VIEW PORTFOLIO

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  	
   

  
	
   

  	
   

  	
  As Investment Advisor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  Stoeckle

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety Canada”
  and, together with the U.S. Borrowers, the “Borrowers”), the several
  banks and other financial institutions or entities from time to time parties
  thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE (the
  “Canadian Lender”), GENERAL ELECTRIC CAPITAL CORPORATION, as
  documentation agent (in such capacity, the “Documentation Agent”),
  CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in such capacity,
  the “Syndication Agent”) and FLEET NATIONAL BANK, as administrative
  agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITICORP INSURANCE AND INVESTMENT TRUST

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Travelers Asset Management International
  Company LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Allen R. Cantrell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Allen R. Cantrell

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Investment Officer

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
  Citigroup Investments Corporate Loan Fund
  Inc.

  
	
   

  	
   

  
	
   

  	
  By: Travelers Asset Management International
  Company LLC

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. O’Connell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John P. O’Connell

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIVERSIFIED CREDIT PORTFOLIO LTD.

  
	
   

  	
    By:

  	
  INVESCO Senior Secured Management, Inc.

  as Investment Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  Stoeckle

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  	
   

  
							



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to time
  parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
  Dryden III Leveraged Loan CDO 2002,

  
	
   

  	
  By Prudential Investment Management Inc.,

  
	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janet Crowe

  	
   

  
	
   

  	
  Name:

  	
  Janet Crowe

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
  ELC (CAYMAN) LTD. CDO SERIES 1999-I

  
	
   

  	
  ELC (CAYMAN) LTD 1999-III

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Babson Capital Management LLC

  	
   

  
	
   

  	
   

  	
  as Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn P Duffy

  	
   

  
	
   

  	
   

  	
  Name:

  	
  GLENN P
  DUFFY, CFA

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  	
   

  
							



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in such
  capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
  ELC (CAYMAN) LTD 2000-I

  
	
   

  	
  TRYON CLO LTD. 2000-I

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Babson Capital Management LLC as Collateral

  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn P Duffy

  	
   

  
	
   

  	
   

  	
  Name:

  	
  GLENN P
  DUFFY, CFA

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENDURANCE CLO I, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING Capital Advisors LLC,

  	
   

  
	
   

  	
   

  	
    as Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert D. Cohen

  	
   

  
	
   

  	
  Name: Robert D. Cohen

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Flagship CCO
  II

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark S. Pelletier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark S. Pelletier

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited liability
  company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware corporation (“North
  Safety”), MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited
  liability company (“Morning Pride,” together with NSP and North
  Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a company
  organized and existing under the laws of Ontario (“North Safety Canada”
  and, together with the U.S. Borrowers, the “Borrowers”), the several
  banks and other financial institutions or entities from time to time parties
  thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE (the
  “Canadian Lender”), GENERAL ELECTRIC CAPITAL CORPORATION, as
  documentation agent (in such capacity, the “Documentation Agent”),
  CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in such capacity,
  the “Syndication Agent”) and FLEET NATIONAL BANK, as administrative
  agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Flagship CCO
  2001-I

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark S. Pelletier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark S. Pelletier

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  FOREST CREEK CLO, Ltd.

  	 

	
   

  	
  By: Deerfield Capital Management LLC as its

  	 

	
   

  	
   Collateral Manager

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Scott Morrison

  	
   

  	 

	
   

  	
  Name: 
  Scott Morrison

  	
   

  	 

	
   

  	
  Title: 
  Vice President

  	
   

  	 




 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a Delaware
  limited liability company (“Morning Pride,” together with NSP and
  North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Franklin CLO
  III, Limited

  

  FRANKLIN CLO IV, LIMITED

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Ardini

  	
   

  
	
   

  	
   

  	
  Name: 
  DAVID ARDINI

  	
   

  
	
   

  	
   

  	
  Title: 
  VICE PRESIDENT

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware corporation
  (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a Delaware
  limited liability company (“Morning Pride,” together with NSP and
  North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRANKLIN
  FLOATING RATE

  DAILY ACCESS FUND

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Franklin
  Floating Rate Trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Franklin
  Floating Rate Master Series

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Hsu

  	
   

  
	
   

  	
   

  	
  Name: Richard Hsu

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLENEAGLES
  TRADING LLC

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  MEREDITH J.
  KOSLICK

  	
   

  
	
   

  	
   

  	
  Title:

  	
  ASSISTANT
  VICE PRESIDENT

  	
   

  
							



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMAC
  COMMERCIAL FINANCE LLC

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Williams

  	
   

  
	
   

  	
   

  	
  Name:

  	
  MICHAEL WILLIAMS

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GoldenTree
  Loan Opportunities I, Ltd.

  	
   

  
	
   

  	
  By:
  GoldenTree Asset Management, LP

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frederick S. Haddad

  	
   

  
	
   

  	
   

  	
  Name: 
  FREDERICK S. HADDAD

  	
   

  
	
   

  	
   

  	
  Title: 
  

  	
   

  
					



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GoldenTree
  Loan Opportunities II, Ltd.

  	
   

  
	
   

  	
  By:
  GoldenTree Asset Management, LP

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frederick S. Haddad

  	
   

  
	
   

  	
   

  	
  Name: 
  FREDERICK S. HADDAD

  	
   

  
	
   

  	
   

  	
  Title: 
  

  	
   

  
					



 
















 


	
   

  	
  Hewett’s
  Island CDO, Ltd.

  
	
   

  	
  By:  Cypress Tree Investment Management Company,
  Inc.,

  
	
   

  	
  as Portfolio
  Manager,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
     /s/ Jeffrey Megar

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  JEFFREY
  MEGAR

  
	
   

  	
   

  	
  Title: 

  	
  Director

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ING-ORYX CLO, LTD.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  ING Capital Advisors LLC.

  	
   

  
	
   

  	
   

  	
  as Collateral Manager 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Robert D. Cohen

  	
   

  
	
   

  	
  Name:

  	
  ROBERT D.
  COHEN

  	
   

  	
   

  
	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  	
   

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  ING PRIME RATE TRUST

  	 

	
   

  	
  By:

  	
  ING Investments Management, Co.

  as its investment manager

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Theodore M. Haag

  	
   

  	 

	
   

  	
  Name: 
  Theodore M. Haag

  	
   

  	 

	
   

  	
  Title: 
  Vice President

  	
   

  	 

						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESCO EUROPEAN CDO I S.A.

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  Stoeckle

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  	
   

  
							



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KZH CYPRESSTREE-1 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joyce Fraser-Bryant

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JOYCE
  FRASER-BRYANT

  	
   

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED
  AGENT

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KZH STERLING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joyce Fraser-Bryant

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JOYCE
  FRASER-BRYANT

  	
   

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED
  AGENT

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
  LOAN FUNDING
  IV, LLC

  
	
   

  	
  By: Highland
  Capital Management, L.P.

  
	
   

  	
  As Portfolio
  Manager

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Okada

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark Okada

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Investment Officer

  Highland Capital Management, L.P.

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LONG GROVE CLO, LIMITED

  
	
   

  	
  By: Deerfield Capital Management LLC as its

  
	
   

  	
   Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Scott Morrison

  	
   

  
	
   

  	
  Name: 
  Scott Morrison

  	
   

  
	
   

  	
  Title: 
  Vice President

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARINER CDO 2002, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Tyler W. Lindblad

  	
   

  
	
   

  	
  Name:

  	
  Tyler W. Lindblad

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH CAPITAL, a division of

  
	
   

  	
  Merrill Lynch Business Financial Services
  Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Julia F. Maslanka

  	
   

  
	
   

  	
  Name:

  	
  Julia F.
  Maslanka

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
					



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  METROPOLITAN LIFE INSURANCE COMPANY

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James R. Dingler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James R. Dingler

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited liability
  company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware corporation (“North
  Safety”), MORNING PRIDE MANUFACTURING L.L.C., a Delaware limited
  liability company (“Morning Pride,” together with NSP and North
  Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a company
  organized and existing under the laws of Ontario (“North Safety Canada”
  and, together with the U.S. Borrowers, the “Borrowers”), the several
  banks and other financial institutions or entities from time to time parties
  thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE (the
  “Canadian Lender”), GENERAL ELECTRIC CAPITAL CORPORATION, as
  documentation agent (in such capacity, the “Documentation Agent”),
  CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in such capacity,
  the “Syndication Agent”) and FLEET NATIONAL BANK, as administrative
  agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ML CLO XII PILGRIM AMERICA

  
	
   

  	
  (CAYMAN) LTD,

  
	
   

  	
  By: ING
  Investments, LLC

  as its investment manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore M. Haag

  	
   

  
	
   

  	
  Name: 
  Theodore M. Haag

  	
   

  
	
   

  	
  Title: 
  Vice President

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  ML CLO XV PILGRIM AMERICA

  	 

	
   

  	
  (CAYMAN) LTD,

  	 

	
   

  	
  By: ING
  Investments, LLC

  as its investment manager

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Theodore M. Haag

  	
   

  	 

	
   

  	
  Name: 
  Theodore M. Haag

  	
   

  	 

	
   

  	
  Title: 
  Vice President

  	
   

  	 




 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Monument Capital Ltd., as Assignee

  
	
   

  	
  By: 
  Alliance Capital Management L.P.,

  
	
   

  	
  as Investment Manager

  
	
   

  	
  By: 
  Alliance Capital Management Corporation,

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel Serebransky

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joel Serebransky

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MUIRFIELD
  TRADING LLC

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name: 
  MEREDITH J. KOSLICK

  	
   

  
	
   

  	
   

  	
  Title: 
  ASSISTANT VICE PRESIDENT

  	
   

  
					



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  National
  City Bank

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Renee M. Bonnell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Renee M. Bonnell

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Account Officer

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware corporation
  (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a Delaware
  limited liability company (“Morning Pride,” together with NSP and
  North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Oasis Collateralized High Income
  Portfolios-1, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Patriarch Partners XIII, LLC

  
	
   

  	
   

  	
  Its Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn Tikon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lynn Tikon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Manager

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROSEMONT CLO, Ltd.

  
	
   

  	
  By: Deerfield Capital Management LLC as its

  
	
   

  	
    Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Scott Morrison

  	
   

  
	
   

  	
  Name: 
  Scott Morrison

  	
   

  
	
   

  	
  Title: 
  Vice President

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SARATOGA CLO I, LIMITED

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Asset Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  Stoeckle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  	
  Sequils-Centurion V, Ltd.

  	
   

  
	
   

  	
   

  	
  By: American Express Asset Management

  	
   

  
	
   

  	
   

  	
  Group, Inc. as Collateral Manager

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robin C. Stancil

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Supervisor - Fixed Income Support Team

  
					



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEQUILS-Cumberland I, Ltd.

  
	
   

  	
  By: Deerfield Capital Management LLC as its

  
	
   

  	
    Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Morrison

  	
   

  
	
   

  	
  Name: 
  Scott Morrison

  	
   

  
	
   

  	
  Title: 
  Vice President

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as administrative
  agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEQUILS-LIBERTY, LTD.

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  Stoeckle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEQUILS - PILGRIM I, LTD

  
	
   

  	
  By: ING
  Investments, LLC

  as its investment manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Theodore M. Haag

  	
   

  
	
   

  	
  Name: 
  Theodore M. Haag

  	
   

  
	
   

  	
  Title: 
  Vice President

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIGNATURE 5
  L.P.

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Steven S. Lee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven S.
  Lee

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIGNATURE 7
  L.P.

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Steven S. Lee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven S.
  Lee

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as administrative
  agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Stanfield Carrera CLO, Ltd.

  	
   

  
	
   

  	
  By: 
  Stanfield Capital Partners LLC

  as its Asset Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  E. Jansen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Partner

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  TRAVELERS INSURANCE COMPANY

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Allen R. Cantrell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Allen R. Cantrell

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Investment Officer

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Venture II CDO, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By its investment advisor MJX Asset
  Management LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth Ostmann

  	
   

  
	
   

  	
  Name:

  	
  Kenneth Ostmann

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Venture CDO 2002, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By its investment advisor MJX Asset
  Management LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth Ostmann

  	
   

  
	
   

  	
  Name:

  	
  Kenneth Ostmann

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
						



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  	
   

  
	
   

  	
  [NAME OF
  LENDER]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Kenneth M. Gacevich

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kenneth M.
  Gacevich

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  	
   

  



 
















 


	
   

  	
  Signature page to the THIRD AMENDMENT dated as of September 30,
  2004 (this “Amendment”), to the Second Amended and Restated Credit
  Agreement, dated as of March 20, 2003, as amended (as so amended, the “Credit
  Agreement”), among NORCROSS SAFETY PRODUCTS L.L.C., a Delaware limited
  liability company (“NSP”), NORTH SAFETY PRODUCTS INC., a Delaware
  corporation (“North Safety”), MORNING PRIDE MANUFACTURING L.L.C., a
  Delaware limited liability company (“Morning Pride,” together with NSP
  and North Safety, the “U.S. Borrowers”), NORTH SAFETY PRODUCTS LTD., a
  company organized and existing under the laws of Ontario (“North Safety
  Canada” and, together with the U.S. Borrowers, the “Borrowers”),
  the several banks and other financial institutions or entities from time to
  time parties thereto (the “U. S. Lenders”), CANADIAN IMPERIAL BANK OF
  COMMERCE (the “Canadian Lender”), GENERAL ELECTRIC CAPITAL
  CORPORATION, as documentation agent (in such capacity, the “Documentation
  Agent”), CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent (in
  such capacity, the “Syndication Agent”) and FLEET NATIONAL BANK, as
  administrative agent (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Windsor Loan
  Funding, Limited

  By:  Stanfield Capital Partners LLC

  as its Investment Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  E. Jansen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Partner

  	
   

  
						



 
















 


ACKNOWLEDGMENT AND CONSENT


 


Each of the undersigned as guarantors under the Second Amended and
Restated Guarantee and Collateral Agreement, dated as of March 20, 2003
(as amended, supplemented or otherwise modified from time to time, the “Guarantee”),
made by the undersigned in favor of the Administrative Agent, for the benefit
of the Lenders, hereby (a) consents to the transactions contemplated by this
Amendment, and (b) acknowledges and agrees that the guarantees (and grants of
collateral security therefor) contained in such Guarantee are, and shall
remain, in full force and effect after giving effect to this Amendment, and all
prior modifications to the Credit Agreement and the Guarantee.


 


	
   

  	
  NSP HOLDING L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:  

  	
    /s/
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Name:

  	
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  NORCROSS SAFETY PRODUCTS L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:  

  	
    /s/
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Name:

  	
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  MORNING PRIDE MANUFACTURING L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:  

  	
    /s/
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Name:

  	
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH SAFETY PRODUCTS INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Name:

  	
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH SAFETY MEXICO HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Name:

  	
  David F. Myers, Jr.

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Executive Vice President and

  Chief Financial Officer