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Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 10, 2017, Lakeland Industries, Inc.
(the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with SunTrust Bank (“Lender”).
The Loan Agreement provides the Company with a secured (i) $20 million revolving credit facility, which includes a $5 million letter
of credit sub-facility, and (ii) $1,575,000 term loan with Lender. The Company may request from time to time an increase in the
revolving credit loan commitment of up to $10 million (for a total commitment of up to $30 million). Borrowing pursuant to the
revolving credit facility is subject to a borrowing base amount calculated as (a) 85% of eligible accounts receivable, as defined,
plus (b) an inventory formula amount, as defined, minus (c) an amount equal to the greater of (i) $1,500,000 or (ii) 7.5% of the
then current revolver commitment amount, minus (d) certain reserves as determined by the Loan Agreement. The credit facility matures
on May 10, 2020 (subject to earlier termination upon the occurrence of certain events of default as set forth in the Loan Agreement).
At the closing, the Company’s existing financing facility with AloStar Bank of Commerce was fully repaid and terminated using
proceeds of the revolver in the amount of approximately $3.0 million. Proceeds will also be used to finance working capital and
other general corporate needs.
Borrowings under the term loan and the revolving
credit facility bear interest at an interest rate determined by reference whether the loan is a base rate loan or Eurodollar loan,
with the rate election made by the Company at the time of the borrowing or at any time the Company elects pursuant to the terms
of the Loan Agreement. The term loan is payable in equal monthly principal installments of $13,125 each, beginning on June 1, 2017,
and on the first day of each succeeding month, with a final payment of the remaining principal and interest on May 10, 2020 (subject
to earlier termination as provided in the Loan Agreement). For that portion of the term loan that consists of Eurodollar loans,
the term loan shall bear interest at the LIBOR Market Index Rate (“LIBOR”) plus 2.0% per annum, and for that portion
of the term loan that consists of base rate loans, the term loan shall bear interest at the base rate then in effect plus 1.0%
per annum. All principal and unpaid accrued interest under the revolver credit facility shall be due and payable on the maturity
date of the revolver. For that portion of the revolver loan that consists of Eurodollar loans, the revolver shall bear interest
at LIBOR plus a margin rate of 1.75% per annum for the first six months and thereafter of between 1.5% and 2.0%, depending on the
Company’s “availability calculation” (as defined in the Loan Agreement) and, for that portion of the revolver
that consists of base rate loans, the revolver shall bear interest at the base rate then in effect plus a margin rate of 0.75%
per annum for the first six months and thereafter of between 0.50% and 1.0%, depending on the availability calculation. As of the
closing, the Company elected all borrowings under the Loan Agreement to accrue interest at LIBOR which, as of that date, was 0.99500%.
As such, the initial rate of interest for the revolver is 2.745% per annum and the initial rate of interest for the term loan is
2.995% per annum. The Loan Agreement provides for payment of an unused line fee of between .25% and .50%, depending on the amount
by which the revolving credit loan commitment exceeds the amount of the revolving credit loans outstanding (including letters of
credit), which shall be payable monthly in arrears on the average daily unused portion of the revolver.
The Company made certain representations
and warranties to Lender in the Loan Agreement that are customary for credit arrangements of this type. The Company also agreed
to maintain a minimum “fixed charge coverage ratio” (as defined in the Loan Agreement) as of the end of each fiscal
quarter, commencing with the fiscal quarter ending July 31, 2017, of not less than 1.10 to 1.00 during the applicable fiscal quarter,
and agreed to certain negative covenants that are customary for credit arrangements of this type, including restrictions on the
Company’s ability to enter into mergers, acquisitions or other business combination transactions, conduct its business, grant
liens, make certain investments, incur additional indebtedness, and make stock repurchases.
The Loan Agreement contains customary events
of default that include, among other things (subject to any applicable cure periods and materiality qualifier), non-payment of
principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events,
material judgements, material adverse change, and specified change of control events. Upon the occurrence of an event of default,
Lender may terminate all loan commitments, declare all of the unpaid principal of all loans, all accrued and unpaid interest, and
all other amounts owing under the Loan Agreement and related documents to be immediately due and payable, and may exercise its
other rights and remedies provided for under the Loan Agreement.
In connection with the Loan Agreement, the
Company entered into a security agreement (the “Security Agreement”), dated May 10, 2017, with Lender pursuant to which
the Company granted to Lender a first priority perfected security interest in substantially all real and personal property of the
Company. The Company’s obligations under the Loan Agreement are also guaranteed by its subsidiary, Laidlaw Adams & Peck,
Inc., and further secured by a grant of security interests in substantially all of such guarantor’s assets.
The foregoing description of the Loan Agreement
and Security Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan
Agreement and Security Agreement, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and
are incorporated herein by reference.