<Page>
Exhibit 10.4
EXECUTION COPY
SECOND AMENDMENT
SECOND AMENDMENT, dated as of September 29, 2003 (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:
<Table>
<Caption>
ABR Loans and Eurodollar Loans and
C$ Prime Loans Bankers' Acceptances
U.S. Revolving Loans and
Canadian Loans 2.50% 3.50%
Term Loans 2.75% 3.75%;
</Table>
<Page>
2
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. 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.
SECTION 3. 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 each of the Borrowers, the Administrative Agent, 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 4. 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 5. 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 6. 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 7. 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]
<Page>
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 / Chief
Financial Officer
NORTH SAFETY PRODUCTS INC.
By: /s/ David F. Myers, Jr.
Name: David F. Myers, Jr.
Title: Executive Vice President / Chief
Financial Officer
MORNING PRIDE MANUFACTURING L.L.C.
By: /s/ David F. Myers, Jr.
Name: David F. Myers, Jr.
Title: Executive Vice President / Chief
Financial Officer
NORTH SAFETY PRODUCTS LTD.
By: /s/ David F. Myers, Jr.
Name: David F. Myers, Jr.
Title: Executive Vice President / Chief
Financial Officer
FLEET NATIONAL BANK, as Administrative
Agent and as a U.S. Lender
By: /s/ Richard M .Williams
Name: Richard M .Williams
Title: Vice President
<Page>
CANADIAN IMPERIAL BANK OF
COMMERCE, solely as Syndication Agent
By: /s/ Gerald Girardi
Name: Gerald Girardi
Title: Executive Vice President CIBC
World Martkets Corp., as Agent
GENERAL ELECTRIC CAPITAL
CORPORATION, as Documentation Agent and
as a U.S. Lender
By: /s/ Moria A. Duncan
Name: Moria A. Duncan
Title: Senior Risk Manager
CANADIAN IMPERIAL BANK OF
COMMERCE, solely as Canadian Lender
By: /s/ Gerald Girardi
Name: Gerald Girardi
Title: Executive Vice President CIBC
World Martkets Corp., as Agent
CIBC INC., as a U.S. Lender
By: /s/ Gerald Girardi
Name: Gerald Girardi
Title: Executive Vice President CIBC
World Martkets Corp., as Agent
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent
By: /s/ Gregory Stoeckle
---------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ David Mahon
---------------------------------
Name: David Mahon
Title: Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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").
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: Officer
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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. CDO SERIES 1999-I
ELC (CAYMAN) LTD.
ELC (CAYMAN) LTD 1999-III
ELC (CAYMAN) LTD. 2000-I
TRYON CLO LTD. 2000-I
By: David L. Babson & Company Inc. as Collateral
Manager
By: /s/ Glenn Duffy
---------------------------------
Name: Glenn Duffy
Title: Managing Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Philip C. Robbins
---------------------------------
Name: Philip C. Robbins
Title: Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Philip C. Robbins
---------------------------------
Name: Philip C. Robbins
Title: Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Dale Burrow
---------------------------------
Name: Dale Burrow
Title: Senior Vice President
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Leanne Stavrakis
---------------------------------
Name: Leanne Stavrakis
Title: Director-Operations
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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, Inc.
As Collateral Manager
-------------------------------------------------
[NAME OF LENDER]
By: /s/ Leanne Stavrakis
---------------------------------
Name: Leanne Stavrakis
Title: Director-Operations
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
By: Travelers Asset Management International
Company LLC
By: /s/ Pamela D. Westmoreland
---------------------------------
Name: Pamela D. Westmoreland
Title: Investment Officer
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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 INVESTMENTS CORPORATE LOAN FUND INC.
By: Travelers Asset Management International
Company LLC
By: /s/ Pamela D. Westmoreland
---------------------------------
Name: Pamela D. Westmoreland
Title: Investment Officer
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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 Advisor
By: /s/ Gregory Stoeckle
---------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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 Leverage Loan CDO 2001,
By: Prudential Investment Management Inc., As
Collateral Manager
By: /s/ Robin S. Snyder
---------------------------------
Name: Robin S. Snyder
Title: Vice President
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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. CDO SERIES 1999-I
ELC (CAYMAN) LTD.
ELC (CAYMAN) LTD 1999-III
ELC (CAYMAN) LTD. 2000-I
TRYON CLO LTD. 2000-I
By: David L. Babson & Company Inc. as Collateral
Manager
By: /s/ Glenn Duffy
---------------------------------
Name: Glenn Duffy
Title: Managing Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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 Collateral Manager
By: /s/ Philip C. Robbins
---------------------------------
Name: Philip C. Robbins
Title: Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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 CLO II
-------------------------------------------------
[NAME OF LENDER]
By: /s/ Mark S. Pellettier
---------------------------------
Name: Mark S. Pellettier
Title: Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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 CLO 2001-I
-------------------------------------------------
[NAME OF LENDER]
By: /s/ Mark S. Pelletier
---------------------------------
Name: Mark S. Pelletier
Title: Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Dale Burrow
---------------------------------
Name: Dale Burrow
Title: Senior Vice President
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
Franklin Floating Rate Trust
Franklin Floating Rate Master Series
Franklin Floating Rate Daily Access Fund
By: /s/ Richard D'Addario
---------------------------------
Name: Richard D'Addario
Title: Vice President
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
By: /s/ DIANA M. HIMES
---------------------------------
Name: DIANA M. HIMES
Title: ASSISTANT VICE PRESIDENT
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
By: /s/ Joel Richards
---------------------------------
Name: Joel Richards
Title: Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
LIMITED
By: GoldenTree Asset Management, LP
By: /s/ Fred Haddad
---------------------------------
Name: Fred Haddad
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
LIMITED
By: GoldenTree Asset Management, LP
By: /s/ Fred Haddad
---------------------------------
Name: Fred Haddad
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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").
GOLDMAN SACHS CREDIT PARTNERS, L.P.
By: /s/ Pedro Ramirez
---------------------------------
Name: Pedro Ramirez
Title: Authorized Signatory
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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: Aeltus Investment Management, Inc.
as its investment manager
By: /s/ Charles E. LeMieux
---------------------------------
Name: CHARLES E. LeMIEUX, CFA
Title: VICE PRESIDENT
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Dorian Herrera
---------------------------------
Name: DORIAN HERRERA
Title: AUTHORIZED AGENT
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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 HIGHLAND-2 LLC
By: /s/ Dorian Herrera
---------------------------------
Name: DORIAN HERRERA
Title: AUTHORIZED AGENT
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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 ING-2 LLC
By: /s/ Dorian Herrera
---------------------------------
Name: DORIAN HERRERA
Title: AUTHORIZED AGENT
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Dorian Herrera
---------------------------------
Name: DORIAN HERRERA
Title: AUTHORIZED AGENT
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ David Mahon
---------------------------------
Name: David Mahon
Title: Vice President
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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 Maslanka
---------------------------------
Name: Julia Maslanka
Title: Vice President
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
By: /s/ James R. Dingler
---------------------------------
Name: James R. Dingler
Title: Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Charles E. LeMieux
---------------------------------
Name: CHARLES E. LeMIEUX, CFA
Title: VICE PRESIDENT
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Charles E. LeMieux
---------------------------------
Name: CHARLES E. LeMIEUX, CFA
Title: VICE PRESIDENT
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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.
By: Alliance Capital Management L.P.
as Investment Manager
By: Alliance Capital Management Corporations
as General Partner
-------------------------------------------------
[NAME OF LENDER]
By: /s/ Zev Halstuch
---------------------------------
Name: Zev Halstuch
Title: Analyst
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
By: /s/ Diana M. Himes
---------------------------------
Name: DIANA M. HIMES
Title: ASSISTANT VICE PRESIDENT
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
--------------------------------------------------
[NAME OF LENDER]
By: /s/ Andrew J. Pernsteiner
---------------------------------
Name: Andrew J. Pernsteiner
Title: Assistant Vice President
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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: INVESCO Senior Secured Management, Inc.
As Sub-Advisor
By: /s/ Gregory Stoeckle
---------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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").
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ Diana M. Himes
---------------------------------
Name: DIANA M. HIMES
Title: AUTHORIZED AGENT
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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").
Oryx CLO Ltd.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Philip C. Robbins
---------------------------------
Name: Philip C. Robbins
Title: Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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").
RCG Endeavour, LLC
--------------------------------------------------
[NAME OF LENDER]
By: /s/ Neil Rothenberg
---------------------------------
Name: Neil Rothenberg
Title: Managing Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Dale Burrow
---------------------------------
Name: Dale Burrow
Title: Senior Vice President
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Leanne Stavrakis
---------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Dale Burrow
---------------------------------
Name: Dale Burrow
Title: Senior Vice President
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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/ Charles E. LeMieux
---------------------------------
Name: CHARLES E. LeMIEUX, CFA
Title: VICE PRESIDENT
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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 LIMITED
By: JOHN HANCOCK LIFE INSURANCE COMPANY
AS PORTFOLIO ADVISER
-------------------------------------------------
[NAME OF LENDER]
By: /s/ Steven S. Lee
---------------------------------
Name: STEVEN S. LEE
Title: MANAGING DIRECTOR
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
-------------------------------------------------
[NAME OF LENDER]
By: [ILLEGIBLE]
---------------------------------
Name:
Title:
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
By: /s/ Pamela D. Westmoreland
---------------------------------
Name: Pamela D. Westmoreland
Title: Investment Officer
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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. CDO SERIES 1999-I
ELC (CAYMAN) LTD.
ELC (CAYMAN) LTD 1999-III
ELC (CAYMAN) LTD. 2000-I
TRYON CLO LTD. 2000-I
By: David L. Babson & Company Inc. as Collateral
Manager
By: /s/ Glenn Duffy
---------------------------------
Name: Glenn Duffy
Title: Managing Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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 2002, Limited
By its investment advisor, Barclays Bank PLC,
New York Branch
-------------------------------------------------
[NAME OF LENDER]
By: /s/ Michael G. Regan
---------------------------------
Name: Michael G. Regan
Title: Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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, Barclays
Capital Asset Management Limited,
By its sub-advisor, Barclays Bank PLC,
New York Branch
-------------------------------------------------
[NAME OF LENDER]
By: /s/ Michael G. Regan
---------------------------------
Name: Michael G. Regan
Title: Director
<Page>
Signature page to the SECOND AMENDMENT dated as of
September 25, 2003 (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
-------------------------------------------------
[NAME OF LENDER]
By: [ILLEGIBLE]
---------------------------------
Name:
Title:
<Page>
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 / Chief
Financial Officer
NORCROSS SAFETY PRODUCTS L.L.C.
By: /s/ David F. Myers, Jr.
Name: David F. Myers, Jr.
Title: Executive Vice President / Chief
Financial Officer
MORNING PRIDE MANUFACTURING L.L.C.
By: /s/ David F. Myers, Jr.
Name: David F. Myers, Jr.
Title: Executive Vice President / Chief
Financial Officer
NORTH SAFETY PRODUCTS INC.
By: /s/ David F. Myers, Jr.
Name: David F. Myers, Jr.
Title: Executive Vice President / Chief
Financial Officer
<Page>
PRO-WARRINGTON L.L.C.
By: /s/ David F. Myers, Jr.
Name: David F. Myers, Jr.
Title: Executive Vice President / Chief
Financial Officer
NORTH SAFETY MEXICO HOLDINGS LLC
By: /s/ David F. Myers, Jr.
Name: David F. Myers, Jr.
Title: Executive Vice President / Chief
Financial Officer