Exhibit 10.1
EXECUTION COPY
FOURTH AMENDMENT AND CONSENT
FOURTH AMENDMENT AND CONSENT, dated as of December 29, 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 one
provision of the Credit Agreement and consent to non-compliance with certain
other provisions of the Credit Agreement; and
WHEREAS, the Lenders are willing to amend such provision and consent to such
non-compliance 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 7.6 OF THE CREDIT AGREEMENT.
SECTION
7.6 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING THE AMOUNT "$600,000"
INCLUDED IN SECTION 7.6(C) AND SUBSTITUTING IN LIEU THEREOF THE AMOUNT
"$1,000,000".
SECTION 2.
CONSENTS.
THE LENDERS HEREBY CONSENT THAT, SO LONG AS NO
DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, HOLDCO,
TOGETHER WITH ITS U.S. WHOLLY OWNED SUBSIDIARY, NSP HOLDINGS CAPITAL CORP., MAY,
ON OR BEFORE THE DAY THAT IS 120 DAYS AFTER THE DATE HEREOF, ISSUE ITS SENIOR
NOTES DUE 2011 PURSUANT TO AN INDENTURE MADE IN CONNECTION THEREWITH IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $100,000,000; PROVIDED THAT THE
INTEREST ON SUCH NOTES SHALL BE PAYABLE IN KIND DURING THE FIRST FIVE YEARS
FOLLOWING THE DATE OF ISSUE THEREOF AND THE OTHER TERMS OF WHICH SHALL BE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT; AND PROVIDED, FURTHER, THAT AT LEAST $60,000,000 OF THE NET CASH PROCEEDS
THEREFROM SHALL BE USED TO MAKE DISTRIBUTIONS TO HOLDCO'S PREFERRED EQUITY
HOLDERS.
SECTION 3.
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