Attached files
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| 8-K - LAKELAND INDUSTRIES INC | v204353_8k.htm |
AMENDMENT NO. 2, dated as of
November 30, 2010 (this “Amendment”), to the Loan and Security Agreement (as
amended, restated, supplemented or modified, from time to time, the "Agreement")
dated January 14, 2010, by and between LAKELAND INDUSTRIES, INC., a
Delaware corporation ("Borrower") and TD BANK, N.A., a national banking
association ("Lender").
RECITALS
WHEREAS, the Borrower has
requested and the Lender has agreed, subject to the terms and conditions of this
Amendment, to amend certain provisions of the Agreement as set forth
herein;
NOW, THEREFORE, in
consideration of the premises and of the mutual agreements herein contained, the
parties hereto agree as follows:
1. Amendments.
(a) The
definition of the term “Revolving Credit Maturity Date” in Section 1.1 of the
Agreement is hereby amended and restated in its entirety to provide as
follows:
“Revolving Credit Maturity
Date - January 14, 2013.”
(b) The
reference in Section 7.6(a) of the Agreement to the amount “$1,000,000” is
hereby amended and replaced with the amount “$2,000,000”.
2. Conditions
of Effectiveness. This Amendment shall become effective as of the date
hereof, upon receipt by the Lender of (a) this Amendment, duly executed by the Borrower and the Guarantor, and (b) an additional
revolving credit closing fee of $83,333.33, applicable to the extension of the
Revolving Credit Maturity Date.
3. Conforming
Amendments. The Agreement,
the Loan Documents and all agreements, instruments and documents executed and
delivered in connection with any of the foregoing, shall each be deemed to be
amended and supplemented hereby to the extent necessary, if any, to give effect
to the provisions of this Amendment. The Agreement and the other Loan
Documents shall remain in full force and effect in accordance with their
respective terms.
4. Representations
and Warranties. The Borrower
hereby represents and warrants to the Lender as follows:
(a) After
giving effect to this Amendment (i) each of the representations and warranties
set forth in Article V of the Agreement is true and correct in all material
respects on and as of the date hereof as if made on and as of the date of this
Amendment except to the extent such representations or warranties relate to an
earlier date in which case they shall be true and correct in all material
respects as of such earlier date, and (ii) no Default or Event of Default has
occurred and is continuing as of the date hereof or shall result from after
giving effect to this Amendment.
(b) The
Borrower has the power to execute, deliver and perform this Amendment and each
of the other agreements, instruments and documents to be executed by it in
connection with this Amendment. No registration with or consent or
approval of, or other action by, any Governmental Authority is required in
connection with the execution, delivery and performance of this Amendment and
the other agreements, instruments and documents executed in connection with this
Amendment by the Borrower, other than registration, consents and approvals
received prior to the date hereof and disclosed to the Lender and which are in
full force and effect.
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(c) The
execution, delivery and performance by the Borrower of this Amendment and each
of the other agreements, instruments, and documents to be executed by it in
connection with this Amendment, and the execution and delivery by the Guarantor
of the Consent to this Amendment, (i) have been duly authorized by all requisite
corporate action, and (ii) will not violate (A) any provision of law
applicable to the Borrower or the Guarantor, any rule or regulation of any
Governmental Authority applicable to the Borrower or the Guarantor or (B) the
certificate of incorporation, by-laws, or other organizational documents, as
applicable, of the Borrower or of the Guarantor.
(d) This
Amendment and each of the other agreements, instruments and documents executed
in connection with this Amendment to which the Borrower or the Guarantor are a
party have been duly executed and delivered by the Borrower and the Guarantor,
as the case may be, and constitutes a legal, valid and binding obligation of the
Borrower and the Guarantor enforceable, as the case may be, in accordance with
its terms, except to the extent that enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now
or hereafter in effect, relating to or affecting the enforcement of creditors’
rights generally and by equitable principles of general application, regardless
of whether considered in a proceeding in equity or at law.
5. Miscellaneous.
Capitalized
terms used herein and not otherwise defined herein shall have the same meanings
as defined in the Agreement.
The
amendments herein contained are limited specifically to the matters set forth
above and do not constitute directly or by implication an amendment or a waiver
of any other provision of Agreement or a waiver of any Default or Event of
Default which may occur or may have occurred under the Agreement.
This
Amendment may be executed in one or more counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute
but one Amendment.
THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
6. Reaffirmation.
The Borrower hereby: (a) acknowledges and confirms
that, notwithstanding the consummation of the transactions contemplated by this
Amendment, (i) all terms and provisions contained
in the Security Documents are, and shall remain, in full force and effect in
accordance with their respective terms and (ii) the liens heretofore granted,
pledged and/or assigned to the Lender as security for the Borrower’s obligations under the Note, the
Agreement and the other Loan Documents shall not be impaired, limited or
affected in any manner whatsoever by reason of this Amendment; (b) reaffirms and ratifies all the
representations and covenants contained in each Security Document; and (c)
represents, warrants and confirms the non-existence of any offsets, defenses, or
counterclaims to its obligations under any Security
Document.
[next page is the signature
page]
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IN WITNESS WHEREOF, the
Borrower and the Lender have signed and delivered this Amendment as of the date
first written above.
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LAKELAND
INDUSTRIES, INC.
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By:
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/s/ Christopher J. Ryan | |
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Name:
Christopher J. Ryan
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Title:
Chief Executive Officer and President
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TD
BANK, N.A.
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By:
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/s/ John Topolovec | |
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Name:
John Topolovec
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Title:
Vice President
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CONSENT
The undersigned, not as parties to the Agreement but as
Guarantor under the
Guaranty and as a Grantor under the Security Agreement, hereby (a)
accepts and agrees to the terms of the foregoing
Amendment, (b) acknowledges and confirms that all
terms and provisions contained in the Loan Documents to which it is
party are, and shall
remain, in full force and effect in accordance with their respective terms and
(c) (i) all terms and provisions contained in the Loan Document to which it is a
party are and shall remain, in full force and effect in accordance with their
respective terms and (ii)
the liens heretofore
granted, pledged and/or
assigned to the Lender as
security for the Obligations shall not be impaired, limited or affected in any
manner whatsoever by reason of this Amendment.
| LAIDLAW, ADAMS & PECK, INC. | |||
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By:
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/s/ Christopher J. Ryan | |
| Name: Christopher J. Ryan | |||
| Title: President, Secretary and Director | |||
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