AUTHORIZATION TO RELEASE GUARANTORS
74
9.11
NO RELIANCE ON ADMINISTRATIVE AGENT'S CUSTOMER IDENTIFICATION PROGRAM
75
10
MISCELLANEOUS
75
10.1
MODIFICATIONS, AMENDMENTS OR WAIVERS
75
10.1.1
Increase of Commitment
75
iv
10.1.2
Extension of Payment; Reduction of Principal Interest or Fees;
Modification of Terms of Payment
75
10.1.3
Release of Guarantor
75
10.1.4
Miscellaneous
76
10.2
NO IMPLIED WAIVERS; CUMULATIVE REMEDIES
76
10.3
EXPENSES; INDEMNITY; DAMAGE WAIVER
76
10.3.1
Costs and Expenses
76
10.3.2
Indemnification by the Borrower
77
10.3.3
Reimbursement by Lenders
77
10.3.4
Waiver of Consequential Damages, Etc.
78
10.3.5
Payments
78
10.4
HOLIDAYS
78
10.5
NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION
78
10.5.1
Notices Generally
78
10.5.2
Electronic Communications
79
10.5.3
Change of Address, Etc.
79
10.6
SEVERABILITY
79
10.7
DURATION; SURVIVAL
79
10.8
SUCCESSORS AND ASSIGNS
80
10.8.1
Successors and Assigns Generally
80
10.8.2
Assignments by Lenders
80
10.8.3
Register
82
10.8.4
Participations
82
10.8.5
Limitations upon Participant Rights Successors and Assigns Generally
83
10.8.6
Certain Pledges; Successors and Assigns Generally
83
10.9
CONFIDENTIALITY
83
10.9.1
General
83
10.9.2
Sharing Information With Affiliates of the Lenders
84
10.10
COUNTERPARTS; INTEGRATION; EFFECTIVENESS
84
10.10.1
Counterparts; Integration; Effectiveness
84
10.11
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE;
SERVICE OF PROCESS; WAIVER OF JURY TRIAL
84
10.11.1
Governing Law
84
10.11.2
SUBMISSION TO JURISDICTION
85
10.11.3
WAIVER OF VENUE
85
10.11.4
SERVICE OF PROCESS
85
10.11.5
WAIVER OF JURY TRIAL
86
10.12
USA PATRIOT ACT NOTICE
86
10.13
JOINDER OF GUARANTORS
86
v
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID SCHEDULE 1.1(B)
-
COMMITMENTS OF
LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)
-
EXISTING LETTERS OF
CREDIT SCHEDULE 1.1 (P)(1)
-
PERMITTED INVESTMENTS SCHEDULE 1.1(P)(2)
-
PERMITTED LIENS SCHEDULE 1.1(S)
-
EXCLUDED SUBSIDIARIES SCHEDULE 5.1.1
-
QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2
-
SUBSIDIARIES
SCHEDULE 5.1.5
-
LITIGATION SCHEDULE 5.1.12
-
ERISA COMPLIANCE
SCHEDULE 5.1.13
-
ENVIRONMENTAL DISCLOSURES SCHEDULE 7.2.1
-
PERMITTED INDEBTEDNESS SCHEDULE 7.2.3
-
EXISTING GUARANTIES EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)
-
GUARANTY AND SURETYSHIP AGREEMENT EXHIBIT 1.1(I)
-
INTERCOMPANY
SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1)
-
REVOLVING CREDIT NOTE EXHIBIT
1.1(N)(2)
-
SWING LOAN NOTE EXHIBIT 2.5.1
-
REVOLVING CREDIT LOAN
REQUEST EXHIBIT 2.5.2
-
SWING LOAN REQUEST EXHIBIT 7.3.3
-
QUARTERLY
COMPLIANCE CERTIFICATE
vi
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated October 13, 2010 and is made by and among MINE
SAFETY APPLIANCES COMPANY, a Pennsylvania corporation (the "Borrower"), each of
the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined),
PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the
Lenders under this Agreement (as hereinafter defined) (hereinafter referred to
in such capacity as the "Administrative Agent") and JPMORGAN CHASE BANK, N.A.,
in its capacity as syndication agent for the Lenders under this Agreement
(hereinafter referred to in such capacity as the "Syndication Agent").
The Borrower has requested the Lenders to provide a revolving credit facility
(including a letter of credit subfacility) to the Borrower in an aggregate
principal amount, subject to Section