Exhibit 10.1


 


AMENDMENT NO. 4,
dated as of April 12, 2012 (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
following definitions in Section 1.1 of the Agreement are hereby amended and restated in their entirety to provide as follows:


 


Aggregate Outstandings
– on any date of determination, the Aggregate RC Outstandings plus Aggregate TL Outstandings plus Aggregate
Refinance TL Outstandings.


 


Amendment No. 4 Effective
Date – April 12, 2012.


 


Consolidated EBITDA -
For any period, Consolidated Net Income (or deficit) plus (a) Consolidated Interest Expense, plus (b) Consolidated
Depreciation Expense, plus (c) Consolidated Amortization Expense, plus (d) Consolidated Tax Expense, plus (e) non-cash
expenses for equity compensation related to restricted stock plans and stock options for employees and board members, minus
(g) consolidated extraordinary gains of Borrower and its Subsidiaries (including with respect to a reverse or refund of the $1,583,247
Brazil value added tax expense incurred during the fiscal quarter ended April 30, 2010, if applicable), minus (h) consolidated
extraordinary charges relating to the discontinuance and shutdown of operations in India in an amount not to exceed $2,300,000,
minus (i) consolidated extraordinary charges relating to the discontinuance and shutdown of operations in Missouri in an
amount not to exceed $300,000, all as determined on a rolling four quarter basis, in accordance with GAAP.


 


Loan Documents - Collectively,
this Agreement, the Note, the Surety and Guaranty Agreement, the Letter of Credit Documents, the Security Documents, the Perfection
Certificate, the Cash Management Agreement, the Negative Pledge Agreements, the Springing Mortgages and all agreements, instruments
and documents executed and/or delivered in connection therewith, all as may be supplemented, restated, superseded, amended or replaced
from time to time.


 



    	 



    	 



    

  


Loans
- Collectively, the unpaid balance of cash Advances under the Revolving Credit, the outstanding principal amount of the Term Loans
and the outstanding principal amount of the Refinance Term Loan, each of which may be may be Base Rate Loans or LIBOR Rate Loans,
and any unreimbursed draws under any Letter of Credit.


 


Note - The Revolving Credit Note, each Term
Loan Note or the Refinance Term Loan Note, individually. Notes – collectively, the Revolving Credit Note, the Term
Loan Notes and the Refinance Term Loan Note.


 


Security Documents - The
Pledge Agreements, the Security Agreement, the Negative Pledge Agreements, the Springing Mortgages, and other collateral security
document thereafter delivered to the Lender.


 


(b)         The following definitions are
hereby added to Section 1.1 of the Agreement in their appropriate alphabetical order:


 


Aggregate Refinance TL Outstandings
- the aggregate outstanding principal amount of the Refinance Term Loan.


 


Aggregate RC Outstandings
– The aggregate principal amount of unpaid cash Advances plus the Letter of Credit Amount.


 


Borrowing Base –
During any Borrowing Base Period, an amount equal to the sum of (1) eighty five percent (85%) of all Eligible Accounts, plus (2)
fifty percent (50%) of Eligible Inventory, provided that the Borrowing Base is subject to revision, from time to time, in the reasonable
credit discretion of the Bank, upon receipt and satisfactory review by the Bank of field audits to be conducted by the Bank, from
time to time, as the Bank reasonably deems necessary.


 


Borrowing Base Certificate
- The Borrowing Base Certificate in the form set forth as Exhibit G attached hereto.


 


Borrowing Base Period
– Each fiscal quarter of the Borrower when (a) the Applicable Ratio was greater than 2.75:1.00 and (b) Consolidated EBITDA
was less than $6,500,000, each of (a) and (b) as calculated for the rolling four quarters immediately preceding such determination
date.


 


Negative Pledge Agreements
– Collectively, the Negative Pledge Agreements, each substantially in the form attached hereto as Exhibit H to be executed
and delivered by Borrower, with respect to each of the Premises, as the same may hereafter be amended, restated, supplemented or
otherwise modified, from time to time.


 


Premises – Collectively,
the real property and improvements located at (a) 701 Koehler Ave, Suite 7 Ronkonkoma, NY, (b) 201 Pride Lane, Decatur, AL, (c)
202 Pride Lane, Decatur, AL and (d) 3420 Valley Ave., Decatur, AL.


 


Refinance
Term Loan–Section 2.17(a). 


 



    	 



    	 



    




 


Refinance Term Loan Commitment
- the Lender’s obligation to make the Refinance Term Loan to the Borrower in an aggregate principal amount not to exceed
to $3,000,000.


 


Refinance Term Loan Maturity
Date – June 30, 2014.


 


Refinance Term Loan Note –
Section 2.17(c).


 


Springing Mortgages –
the Springing Mortgages, to be executed and delivered by the Borrower in accordance with Section 6.20 hereof, in connection with
the Premises, as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time.


 


(c)          The table in the definition
of “Applicable Rate” in Section 1.1 of the Agreement is hereby amended and replaced with the following table:


 


	Applicable Ratio	 	LIBOR Margin	 	 	L/C Commission	 	 	Unused Rate	 
	Greater than 3.00:1.00	 	 	2.50	%	 	 	2.50	%	 	 	.50	%
	Less than or equal to 3.00:1.00, but greater than 2.00:1.00	 	 	1.85	%	 	 	1.85	%	 	 	.30	%
	Less than or equal to 2.00:1.00	 	 	1.70	%	 	 	1.70	%	 	 	.25	%



 


(d)          Clauses (ii)
and (iii) of the definition of the term “Eligible Accounts” in Section 1.01 of the Agreement are hereby amended
and restated in their entirety to provide as follows:


 


(ii) the Account is valid and
enforceable representing the undisputed indebtedness of an Account Debtor not more than 30 days past the due date, with respect
to the Designated Accounts, or 60 days past the due date, with respect to any other Account, and the Account does not represent
a rebilling; (iii) not more than 25% of the aggregate balance of all Accounts owing from an Account Debtor obligated on the Account
are outstanding more than 60 days past their due dates;


 


(e)          The first sentence of the definition
of the term “Eligible Inventory” in Section 1.01 of the Agreement is hereby amended and restated in its entirety to
provide as follows:


 


Any and all Inventory of Borrower
and each Guarantor located at Borrower's places of business shown on Schedule 5.2 attached hereto and made part hereof
(and for which location Lender has received a landlord, warehouse or mortgagee waiver as determined by, and in form and substance
satisfactory to, Lender), which (i) is not subject to any Lien (other than Liens granted under this Agreement and Permitted Liens,
if applicable); (ii) is not slow moving (inventory held greater than two (2) years), damaged, obsolete or unmerchantable; (iii)
is not Inventory held on consignment; (iv) is not Inventory in-transit unless such Inventory (A) is in transit to one of Borrower's
and such Guarantor’s places of business shown on Schedule 5.2, (B) is owned by Borrower or such Guarantor,
as the case may be, (C) is insured to the full value thereof, and (D) is subject to negotiable bills of lading endorsed to, or
non-negotiable bills of lading issued in the name of Lender; and (v) shall not consist of work-in-process; and (vi) meets such
other reasonable specifications and requirements which may from time to time be established by Lender.


 



    	 



    	 



    

  


(f)          Clause (f) of the definition
of “Permitted Acquisition” in Section 1.01 of the agreement is hereby amended and restated in its entirety to provide
as follows:


 


(f)          the Borrower shall have
received the prior written consent of the Lender


 


(g)          Section 2.2(a) of the Agreement
is hereby amended and restated in its entirety to provide as follows:


 


Subject to the terms and conditions
of this Agreement, Lender hereby establishes for the benefit of Borrower a revolving credit facility which shall include cash Advances
extended by Lender to or for the benefit of Borrower as well as Letters of Credit issued for the account of Borrower from time
to time hereunder, Term Loans made in accordance with Section 2.16 hereof and the Refinance Term Loan made in accordance with Section
2.17 hereof (collectively, the “Revolving Credit”), provided however that no cash Advance shall be made if, after giving
effect thereto, (x) Aggregate Outstandings would exceed the Maximum Revolving Credit Amount in effect at such time or (y) at any
time during a Borrowing Base Period, Aggregate RC Outstandings would exceed the Borrowing Base. Subject to such limitation, the
outstanding balance of Advances under the Revolving Credit may fluctuate from time to time, to be reduced by repayments made by
Borrower, to be increased by future Advances which may be made by Lender, to or for the benefit of Borrower, and, subject to the
provisions of Section 8 below, shall be due and payable on the Revolving Credit Maturity Date. If (i) Aggregate Outstandings at
any time exceeds the Maximum Revolving Credit Amount or (ii) at any time during a Borrowing Base Period, Aggregate RC Outstandings
exceeds the Borrowing Base (each such excess referred to as an "Overadvance"), Borrower shall immediately repay the Overadvance
in full.


 


(h)         The
first sentence of Section 2.3(a) of the Agreement is hereby amended and restated in its entirety to provide as follows: 


 


As a part of
the Revolving Credit and subject to its terms and conditions, Lender shall make available to Borrower Letters of Credit which shall
not exceed, in the aggregate at any one time outstanding, the L/C Commitment, provided that no Letter of Credit shall be issued
or created if, after giving effect to the same, (x) Aggregate Outstandings would exceed the Maximum Revolving Credit Amount in
effect at such time or (y) at any time during a Borrowing Base Period, Aggregate RC Outstandings exceeds the Borrowing Base.


 


(i)           Section 2.4(d) of the Loan
Agreement is hereby re-lettered as Section 2.4(e) and a new Section 2.4(d) is hereby added immediately before such Section 2.4(e)
as follows:


 



    	 



    	 



    

  


(d)          The
Refinance Term Loan which shall be made by Lender on the Amendment No. 4 Effective Date under the Refinance Term Loan Commitment
shall be made available by crediting such proceeds to Borrower's operating account with Lender. Requests for Base Rate Loans and
Daily LIBOR Rate Loans must be requested by 10:00 A.M., Eastern time, on the date such Term Loan is to be made. Requests for Adjusted
LIBOR Rate Loans must be requested three (3) Business Days in advance and must specify the amount of such Adjusted LIBOR Rate Loan
and the LIBOR Interest Period. If no LIBOR Interest Period is specified, the LIBOR Interest Period for an Adjusted LIBOR Rate Loan
shall be deemed to be a one month period.


 


(j)           Section
2.5(a) of the Agreement is hereby amended and restated in its entirety to provide as follows:


 


The unpaid
principal balance of cash Advances under the Revolving Credit shall bear interest, subject to the terms hereof at a per annum rate
equal to, at Borrower's option, (i) the Adjusted LIBOR Rate plus the Applicable Rate, (ii) the Base Rate or (iii) the Daily
LIBOR Rate plus the Applicable Rate. The unpaid principal amount of each Term Loan under the Revolving Credit shall bear
interest, subject to the terms hereof at a per annum rate equal to, at Borrower's option, (i) the Adjusted LIBOR Rate plus
two and three- quarters percent (2.75%) or (ii) the Base Rate. The unpaid principal amount of the Refinance Term Loan under the
Revolving Credit shall bear interest, subject to the terms hereof at a per annum rate equal to, at Borrower's option, (i) the Adjusted
LIBOR Rate plus two and three-quarters percent (2.75%) or (ii) the Base Rate.


 


(k)          Section 2.8 of the Agreement
is hereby amended and restated in its entirety to provide as follows:


 


Borrower may prepay the Revolving
Credit in whole or in part at any time or from time to time, without penalty or premium except as provided in Section 2.10 upon
not less than three Business Days’ irrevocable notice to Lender. Any partial prepayment of a Term Loan or the Refinance Term
Loan shall be applied to such Term Loan or the Refinance Term Loan in the inverse order of maturity. Any prepayment of principal
hereunder shall be accompanied by all accrued and unpaid interest to, but excluding, the date of prepayment.


 


(l)           Section 2.9 of the Agreement
is hereby amended to add the following sentence at the end thereof:


 


The Refinance Term Loan shall
be used by the Borrower to refinance $3,000,000 of the outstanding principal amount of the cash Advances on the Amendment No. 4
Effective Date.


 


(m)         Section 2.16 of the Agreement
is hereby amended to add the following new sentence at the end thereof:


 


Notwithstanding anything to the
contrary herein, no Term Loans shall be advanced by Lender unless and until Consolidated EBITDA shall be in excess of $6,500,000,
as calculated on a rolling four-quarter basis.


 


(n)         Section II of the Agreement is hereby
amended to add the following new Section 2.17 immediately following Section 2.16 thereof:


 



    	 



    	 



    

 


2.17          Refinance Term Loan.
 (a) As a part of the Revolving Credit and subject to the terms and conditions, and relying upon the representations and warranties,
all as set forth herein, Lender hereby agrees to advance to Borrower on the Amendment No. 4 Effective Date, the sum of Three Million
Dollars ($3,000,000) (the “Refinance Term Loan”), provided, however, that the Refinance Term Loan shall not
be made if, after giving effect to the Refinance Term Loan, Aggregate Outstandings would exceed the Maximum Revolving Credit Amount.


 


(b)          The Refinance Term Loan
Commitment of the Lender shall automatically terminate on the Amendment No. 4 Effective Date following funding of the Refinance
Term Loan.


 


(c)          On the
Amendment No. 4 Effective Date, Borrower shall execute and deliver to Lender a promissory note in the original principal amount
of the Refinance Term Loan, substantially in the form attached hereto as Exhibit I (as amended, restated, supplemented or
modified, from time to time, the “Refinance Term Loan Note”). The Refinance Term Loan Note shall evidence Borrower's
unconditional obligation to repay Lender for the Refinance Term Loan with interest as herein provided. Lender is authorized to
record the date, type and amount of the Refinance Loan and the date and amount of each payment or prepayment of principal of the
Refinance Term Loan in the Lender’s records or on the grid schedule annexed to the Refinance Term Loan Note; provided,
however, that the failure of the Lender to set forth the Refinance Term Loan, payment and other information shall not in
any manner affect the obligation of the Borrower to repay the Refinance Term Loan made by the Lender in accordance with the terms
of the Refinance Term Loan Note and this Agreement. The Refinance Term Loan Note, the grid schedule and the books and records of
the Lender shall constitute conclusive evidence of the information so recorded absent manifest error.


 


(d)          The
principal balance of the Refinance Term Loan shall be paid in twenty six consecutive monthly installments of principal, commencing
May 1, 2012 and on the first day of each month thereafter with a final and twenty-seventh (27th) payment on the Refinance
Term Loan Maturity Date, each such payment in the amount set forth below opposite the applicable installment:


 


	Installment	 	Amount	 
	 	 	 	 	 
	May 1, 2012 through June 1, 2013	 	 	$	25,000	 
	July 1, 2013 through June 1, 2014	 	 	$	37,500	 
	June 30, 2014	 	 	the unpaid principal amount of the Refinance Term Loan	 



 


(o)         Section
4.7 of the Agreement is hereby amended to add the text “and Refinance Term Loan” after the text “Term Loans”.


 



    	 



    	 



    

  


(p)         Section
4.8 of the Agreement is hereby amended to (i) add the text “and the Refinance Term Loan” after each reference to “Term
Loans” in the heading and first line thereof, (ii) delete the period at the end of subsection “(g)” thereof and
replace it with the text “and” and (iii) to add new subsections (h) and (i) immediately following subsection (g) thereof
as follows:


 


(h)          After giving effect to
any requested Advance (x) during a Borrowing Base Period, (i) the Aggregate Outstandings shall not exceed the Maximum Revolving
Credit Amount then in effect and (ii) the Aggregate RC Outstandings shall not exceed the Borrowing Base and (y) at any other time,
the Aggregate Outstandings shall not exceed the Maximum Revolving Credit Amount then in effect.


 


(i)         With respect to the Refinance
Term Loan hereunder, the Borrower shall have delivered to the Lender a duly executed Refinance Term Loan Note appropriately completed
in an amount equal to the aggregate principal amount of the Refinance Term Loan to be funded on the Amendment No. 4 Effective Date.


 


(q)          Section
6.8(a) of the Agreement is hereby amended and restated in its entirety to provide as follows:


 


(a)         Consolidated
Fixed Charge Coverage Ratio. Borrower shall maintain a Consolidated Fixed Charge Coverage Ratio of not less than the ratio
set forth below opposite the applicable period, measured quarterly as of each fiscal quarter end:


 





	Period	 	Maximum Ratio
	 	 	 
	January 31, 2012	 	1.00:1.00
	 	 	 
	April 30, 2012	 	not to be tested
	 	 	 
	July 31, 2012	 	not to be tested
	 	 	 
	October 31, 2012	 	1.10:1.00
	 	 	 
	January 31, 2013 and thereafter	 	1.20:1.00







 


(r)          Section
6.8(b) of the Agreement is hereby amended and restated in its entirety to provide as follows:


 


Consolidated
Leverage Ratio – Borrower shall maintain a Consolidated Leverage Ratio of not more the ratio set forth below opposite
the applicable period, measured quarterly as of each fiscal quarter end:


 





	Period	 	Maximum Ratio
	 	 	 
	January 31, 2012	 	5.00:1.00
	 	 	 
	April 30, 2012	 	6.25:1.00
	 	 	 
	July 31, 2012	 	5.50:1.00
	 	 	 
	October 31, 2012	 	5.00:1.00
	 	 	 
	January 31, 2013 and thereafter	 	3.50:1.00







  



    	 



    	 



    

 


(s)         The table in Section 6.8(c) of the Agreement is
hereby amended and restated in its entirety to provide as follows:


 


	Period	 	Minimum Amount	 
	January 31, 2012	 	 	$	3,500,000
	April 30, 2012	 	 	$	3,000,000
	July 31, 2012	 	 	$	3,500,000
	October 31, 2012	 	 	$	4,000,000
	January 31, 2013 and thereafter	 	 	$	5,500,000
	 	 	 	 	 	 



 (t)         
Section 6.8(d) of the Agreement is hereby amended and restated in its entirety to provide as follows:


 


(d)       
Asset Coverage Ratio. Borrower shall maintain an Asset Coverage Ratio of not less than 1.25 to 1.00, measured monthly at
the end of each calendar month.


 


(u)         Section 6.9(a)(iii) of the Agreement is hereby amended
and restated in its entirety to provide as follows:


 


within thirty
(30) days of the end of each calendar month, (x) Borrower's accounts receivable aging report, accounts payable aging report, inventory
reports and such other reports as Lender reasonably deems necessary, certified by Borrower's chief financial officer as true and
correct, all in form and substance reasonably satisfactory to Lender, (y) at any time during a Borrowing Base Period (with respect
to the Borrowing Base for the calendar month then ended), a completed Borrowing Base Certificate; and (z) at all times, other than
during a Borrowing Base Period, a certificate from the chief financial officer, chief executive officer or president of Borrower
certifying compliance with the requirements of Section 6.8(d) hereof, each of (y) and (z) to include a description of the Eligible
Accounts, Eligible Inventory and Eligible Fixed Assets in order to establish that Borrower is in compliance with either the Borrowing
Base or the minimum Asset Coverage Ratio, as the case may be;


 


(v)         Section 6.11 of the Agreement is hereby amended
to add the following sentence at the end thereof:


 


The Bank shall be satisfied with
the result of a field examination of the Borrower’s books and records to be completed by April 30, 2012.


 


(w)        Section VI of the Agreement
is hereby amended to add a new Section 6.20 immediately following Section 6.19 thereof as follows:


 


Section
6.20. Springing Mortgages. On or prior to May 31, 2012, the Borrower shall have delivered to the Bank, for each Premises:
(a) a title report issued by an insurance company authorized to transact business in the state where the such Premises is located
and acceptable to the Bank, (b) a Springing Mortgage, duly executed by the Borrower, with respect to each Premises, in form and
substance satisfactory to the Bank; (c) copies of all environmental reports to the extent previously prepared with respect to such
Premises, (d) evidence that such Premises is not located in a Federally designated “special flood hazard area” or if
such Premises is located in a Federally designated “special flood hazard area,” a flood
insurance policy with terms and coverage satisfactory to the Bank, and (e) such other
documents, agreements and information that the Bank may request. 


 



    	 



    	 



    

 


Upon the occurrence and continuance
of an Event of Default, the Bank may record the Springing Mortgages and, in connection therewith, the Borrower shall promptly provide
to the Bank, (a) a title policy and a lender's title insurance binder issued by an insurance company authorized to transact business
in the state where the Premises referred to in such Springing Mortgage is located and acceptable to the Bank naming the Bank as
insured and insuring that the applicable Springing Mortgage creates a continuing, valid lien on the Property prior to all Liens
(other than Permitted Liens), fully securing the Loans and on terms and conditions satisfactory to the Bank, (b) a current legal
description and updated survey of each of the Premises, certified to the Bank and the title company, (c) a certificate of insurance
from an independent insurance broker confirming the insurance required to be maintained pursuant to the Springing Mortgages, naming
the Bank as mortgagee and loss payee with respect to such insurance, (e) copies of all environmental reports with respect to the
Premises, including an updated environmental report at the reasonable option of the Bank, and (f) such other documents, promissory
notes, agreements and information, including opinions of counsel, that the Bank may reasonably request. The Borrower further agrees
to pay all title insurance premiums, recording and filing fees and charges and other expenses incurred by the Bank in connection
with the recording of the Springing Mortgages and the delivery of the other documents required pursuant to this Section 6.20.


 


(x)          Exhibit G, Exhibit H and Exhibit
I attached hereto are hereby added as Exhibit G, Exhibit H and Exhibit I, respectively, to the Agreement.


 


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, (b) an amendment fee of $105,000, (c) a secretary’s certificate, substantially
in the form attached hereto as Exhibit 1, (d) the Negative Pledge Agreement, duly executed by the Borrower, substantially in the
form attached as Exhibit H hereto, (e) the Refinance Term Note, duly executed by the Borrower, substantially in the form attached
as Exhibit I hereto and (f) such documents and agreements that the Lender shall request. 


 


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.


 


(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 and such liens shall be deemed to extend to the Refinance Term Loan; (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]


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
the Borrower and the Lender have signed and delivered this Amendment as of the date first written above.


 


	 	LAKELAND INDUSTRIES, INC.
	 	 	 
	 	By: 	/s/ Christopher J. Ryan
	 	Name: 	Christopher J. Ryan
	 	Title:	Chief Executive Officer and President
	 	 	 
	 	TD BANK, N.A.
	 	 	 
	 	By: 	/s/ John Topolovec
	 	Name:	John Topolovec
	 	Title:	Vice President


 


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 and
shall be deemed to extend to the Refinance Term Loan.


 


	 	LAIDLAW, ADAMS & PECK, INC.
	 	 	 
	 	By:	/s/ Christopher J. Ryan
	 	Name: 	Christopher J. Ryan
	 	Title:	President, Secretary and Director


 



    	 



    	 



    

  


REFINANCE TERM LOAN NOTE


 


	$3,000,000	April 12, 2012


 


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"), on or before the
Refinance Term Loan Maturity Date, at the address set forth in Section 9.8 of the Loan Agreement,
the principal amount Three Million ($3,000,000)
Dollars, 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 principal balance
of this Term Loan shall be paid in accordance with the terms of the Loan Agreement provided that, in any event, the unpaid principal
and all accrued and unpaid interest outstanding under this Refinance Term Loan shall be repaid in full on the Refinance Term Loan
Maturity Date.


 


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 Lender's records of receipts and disbursements with respect to this Term Loan, 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.


 


Borrower 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 Note is the “Refinance
Term Loan 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 Refinance Term Loan 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 Refinance Term Loan Note are secured by the Collateral.


 


This Refinance Term
Loan 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 Refinance Term Loan Note.


 



    	 



    	 



    

 


This Refinance Term
Loan Note shall be governed by and construed in accordance with the substantive laws of the State of New York. The provisions of
this Refinance Term Loan Note are to be deemed severable and the invalidity or unenforceability of any provision shall not affect
or impair the remaining provisions of this Refinance Term Loan Note which shall continue in full force and effect. No modification
hereof shall be binding or enforceable against Lender unless approved in writing by Lender.


 


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, Borrower has executed these presents the day and year first above written.


 


	 	LAKELAND INDUSTRIES, INC.
	 	 	 
	 	By:	/s/ Christopher J. Ryan
	 	Name: 	Christopher J. Ryan
	 	Title:	Chief Executive Officer and President