MANAGEMENT AGREEMENTManagement Agreement • May 15th, 2008 • Lakeland Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • São Paulo
WHEREAS, the Company is engaged in the business of the production, manufacture, and sale of personnel protective equipment (“Business”); and
DEBT SUBORDINATION AGREEMENTLakeland Industries Inc • May 15th, 2008 • Orthopedic, prosthetic & surgical appliances & supplies
This Debt Subordination Agreement is entered into as of May 13, 2008 (“Agreement”), by Wachovia Bank, National Association, a national banking association, whose address is 12 East 49th Street, 43rd Floor, New York, New York 10017 ("Bank"), Qualytextil S.A., with an address of Avenida Bernardino de Campos, nº 98, sala 09, 14º andar, CEP 04004-040, São Paulo, São Paulo, Brazil ("Creditor"), and Lakeland Industries, Inc., whose address is 701-07 Koehler Avenue, Ronkonkoma, New York 11779 ("Borrower").
INVENTORY PLEDGE AND SECURITY AGREEMENTInventory Pledge and Security Agreement • May 15th, 2008 • Lakeland Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
Wachovia Bank, National Association, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 43rd Floor, New York, New York 10017, represented in accordance with its corporate documents,(the “Bank”);
THIRD MODIFICATION TO NOTE AND LOAN AGREEMENT AND REAFFIRMATION OF GUARANTYNote and Loan Agreement • May 15th, 2008 • Lakeland Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
Bank is the holder of a certain Amended and Restated Promissory Note in the original principal amount of up to $25,000,000.00, dated September 1, 2005 (the “First Amended Note”), which First Amended Note evidences a certain loan from Bank to Borrower in the original principal amount of up to $25,000,000.00 (the "Loan"), and certain other loan documents executed in connection therewith;
SHARE PLEDGE AGREEMENTShare Pledge Agreement • May 15th, 2008 • Lakeland Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
QUOTA PLEDGE AGREEMENTQuota Pledge Agreement • May 15th, 2008 • Lakeland Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, pursuant to the Loan Agreement, dated July 7, 2005, as amended by the Third Modification Agreement and Reaffirmation of Guarantee dated of even date hereof entered into by and between the Borrower and the Bank (as amended, supplemented, restated or otherwise modified and in effect from time to time the “Credit Agreement”), the Bank has agreed to loan to Borrower a $ 30,000,000 revolving line of credit to be used for the purchase by Borrower of the totality of shares of Qualytextil;
ACCOUNTS RECEIVABLE PLEDGE AGREEMENT BY AND BETWEEN QUALYTEXTIL S/A, as Pledgor, AND WACHOVIA BANK, NATIONAL ASSOCIATION as Pledgee May 13, 2008.Accounts Receivable Pledge Agreement • May 15th, 2008 • Lakeland Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS after the execution of a Share Purchase Agreement by and among Lakeland Lakeland, Lakeland do Brasil, Pledgor, and its shareholders, Lakeland do Brasil shall be the legal owner of 1,507,701 shares, being 1,492,624 shares of common stock and 15,077 shares of Class A preferred stock, without par value, representing in the aggregate, 100% of the capital stock of Pledgor;
ACCOUNTS RECEIVABLE AND BANK ACCOUNT PLEDGE AGREEMENT BY AND BETWEEN QUALYTEXTIL S/A, as Pledgor, AND WACHOVIA BANK, NATIONAL ASSOCIATION as Pledgee May 13, 2008.Account Pledge Agreement • May 15th, 2008 • Lakeland Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS after the execution of a Share Purchase Agreement by and among Lakeland, Lakeland do Brasil, Pledgor, and its shareholders, Lakeland do Brasil shall be the legal owner of 1,507,701 shares, being 1,492,624 shares of common stock and 15,077 shares of Class A preferred stock, without par value, representing in the aggregate, 100% of the capital stock of Pledgor;
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 15th, 2008 • Lakeland Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT dated as of May 2nd, 2008 among Lakeland do Brasil Empreendimentos e Participações Ltda., a limited company (sociedade limitada) organized under the laws of Brazil (the “Purchaser”), Lakeland Industries, Inc., a Delaware corporation (“Lakeland”), Miguel Antonio dos Guimarães Bastos, Brazilian Citizen, married, businessman, bearer of the identification Card RG N. 4607520 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 125.891.957-53, resident and domiciled in the City of Lauro de Freitas, State of Bahia, at Condominio Encontro das Águas, Quadra I, Lote 39, 42700-000 (“Miguel”), Elder Marcos Vieira da Conceição, Brazilian Citizen, single, businessman, bearer of the identification Card RG N. 05746155.47 SSP/BA, enrolled with the Brazilian Taxpayers’ Registry (CPF/MF) under N. 793.295.605-63, resident and domiciled in the City of Salvador, State of Bahia, at Rua Clarival do Prado Valladares, 371, Condomínio Monte Trianon – Bairro Caminho das Arvores, CEP
EQUIPMENT PLEDGE AND SECURITY AGREEMENTEquipment Pledge and Security Agreement • May 15th, 2008 • Lakeland Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
WACHOVIA BANK, NATIONAL ASSOCIATION, duly organized and existing in accordance with the laws of New York, with its registered office at 12 East 49th Street, 20th Floor, New York, New York 10017, represented in accordance with its corporate documents,(the “Bank”);
