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