REVOLVING CREDIT NOTE
Exhibit
10.2
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$23,500,000.00
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January
14, 2010
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FOR VALUE
RECEIVED and intending to be legally bound, the undersigned, Lakeland
Industries, Inc., a Delaware corporation ("Borrower"), promises to pay,
in lawful money of the United States of America, to the order of TD
Bank, N.A.
("Lender"), at the address set forth in Section 9.8 of the Loan Agreement, the
maximum aggregate principal sum of Twenty Three Million Five Hundred
Thousand and 00/100 ($23,500,000.00) Dollars or such lesser sum which
represents the principal balance outstanding under the Revolving Credit
established pursuant to the provisions of that certain Loan and Security
Agreement dated of even date herewith, between Borrower and Lender (as it may be
supplemented, restated, superseded, amended or replaced from time to time, "Loan
Agreement"). The outstanding principal balance hereunder shall be
payable in accordance with the terms of the Loan Agreement. The
actual amount due and owing from time to time hereunder shall be evidenced by
Xxxxxx's records of receipts and disbursements with respect to the Revolving
Credit, which shall, in the absence of manifest error, be conclusive evidence of
the amount. All capitalized terms used herein without further
definition shall have the respective meanings ascribed thereto in the Loan
Agreement.
Xxxxxxxx
further agrees to pay interest on the outstanding principal balance hereunder
from time to time at the per annum rates set forth in the Loan
Agreement. Interest shall be calculated on the basis of year of 360
days but charged for the actual number of days elapsed, and shall be due and
payable as set forth in the Loan Agreement.
This
Revolving Credit Note is that certain Revolving Credit Note referred to in the
Loan Agreement.
If an
Event of Default occurs and is continuing under the Loan Agreement, the unpaid
principal balance of this Revolving Credit Note along with all accrued and
unpaid interest and unpaid Expenses shall become, or may be declared,
immediately due and payable as provided in the Loan Agreement. The
obligations evidenced by this Revolving Credit Note are secured by the
Collateral.
This
Revolving Credit Note may be prepaid only in accordance with the terms and
conditions of the Loan Agreement.
Borrower
hereby waives protest, demand, notice of nonpayment and all other notices in
connection with the delivery, acceptance, performance or enforcement of this
Revolving Credit Note.
This
Revolving Credit Note shall be governed by and construed in accordance with the
substantive laws of the State of New York. The provisions of this
Revolving Credit Note are to be deemed severable and the invalidity or
unenforceability of any provision shall not affect or impair the remaining
provisions of this Revolving Credit Note which shall continue in full force and
effect. No modification hereof shall be binding or enforceable
against Lender unless approved in writing by Xxxxxx.
BORROWER
(AND LENDER BY ITS ACCEPTANCE HEREOF) HEREBY WAIVES ANY AND ALL RIGHTS IT MAY
HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR
COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF
ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY
PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE,
WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR UNDER THE
LOAN DOCUMENTS.
IN
WITNESS WHEREOF, and intending to be legally bound hereby, Xxxxxxxx has executed
these presents the day and year first above written.
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LAKELAND
INDUSTRIES, INC.
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By:
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/s/
Xxxxxxxxxxx X. Xxxx
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Name:
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Xxxxxxxxxxx
X. Xxxx
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Title:
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Chief
Executive Officer and President
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