Exhibit
10.21

     

    


    


    


    September 4, 2009

    


    Lakeland
Industries, Inc.

    701-07
Koehler Avenue

    Ronkonkoma,
New York 11779

    Attention:
Christopher J. Ryan, Chief Executive Officer

    and Gary
Pokrassa, Chief Financial Officer

    


    Re:           Default Under the Loan
Agreement

     

    Dear Mr.
Ryan and Mr. Pokrassa:

     

    Reference is hereby made to that
certain Loan Agreement dated as of July 7, 2005 (as amended, the “Agreement”),
by and between LAKELAND
INDUSTRIES, INC. (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION
(the “Bank”).  Capitalized terms used herein and not otherwise
defined shall have the meaning provided in the Agreement.

     

    Pursuant
to the terms of the Agreement, the Borrower requested and the Bank made a
certain Revolving Loan in the original principal amount of
$25,000,000.00.  Pursuant to the terms of a certain Third Modification
to the Note and Loan Agreement and Reaffirmation of the Guaranty dated as of May
13, 2008 and evidenced by a Second Amended and Restated Note dated as of May 13,
2008 (the “Second Amended Note”), the principal amount of the Revolving Loan was
increased to $30,000,000.00.  The Loans are guaranteed by Laidlaw,
Adams & Peck, Inc.; Lakeland de Mexico S.A. de C.V.; Lakeland Industries
Europe Limited; Lakeland Protective Wear Inc.; Dao Maytung Healthcare Co., Ltd.;
Weifang Lakeland Safety Products Co., Ltd.; Weifang Meiyang Protective Products
Co., Ltd.; Industrias Lakeland S.A. de C.V.; Lakeland Protective Real Estate,
Inc.; Lakeland Industries, Inc.; Agencia en Chile; Lakeland Japan, Inc.; RFB
Lakeland Industries Private Limited; and Lakeland India Private Limited,
Lakeland Gloves and Safety Apparel Private Limited (each herein a
“Guarantor”).

     

    As of the date hereof, the Borrower is
not in compliance with the Funded Debt to EBITDA covenant for the fiscal quarter
ending July 31, 2009, set forth in that Section of the Agreement entitled
“Financial Covenants” and, therefore, an Event of Default, as defined in the
Second Amended Note, currently exists (the “Existing Default”).  The
Bank hereby gives notice to the Borrower and, by copy of this letter, to each
Guarantor, of the Existing Default and hereby waives the Existing
Default.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notwithstanding the foregoing, the Bank
hereby advises the Borrower and each Guarantor that the Bank reserves all of its
rights and remedies under the Agreement and the Loan Documents.  To
ensure that there is no misunderstanding, we would like to emphasize that (i)
the Bank has not waived any existing or future Defaults or Events of Default
under the Agreement (except for the Existing Default), (ii) the Bank is not
obligated in any way to forbear from enforcing its rights or remedies under the
Agreement, the Loan Documents, the Guaranty or any other instrument, document or
agreement which evidences, governs or secures the Loans under all applicable
law, all rights with respect to which are expressly reserved by the Bank, (iii)
except as set forth herein with respect to the Existing Default, neither the
Borrower nor any Guarantor should assume that the Borrower has any commitment
from the Bank to forbear or “stand still” and (iv) no past or future forbearance
on the part of any of the Bank should be viewed as a limitation upon or waiver
of the absolute right and privilege of the Bank to exercise any remedies that
currently (except for the Existing Default) or may in the future
exist.

     

    Except as
set forth herein, the Loan Agreement, the Second Amended Note, and all other
Loan Documents shall remain unmodified and in full force and
effect.

     

    Please
acknowledge your acceptance and each Guarantor’s acceptance of the agreement
contained in this letter by signing in the space provided below.

     

     

    
      	 	

              Yours
      truly,

              


              Wachovia
      Bank, National Association

              


              


              


              By:
      /s/
      Dan O’Donnell

                    Dan
      O’Donnell, Senior Vice President

              


               

              Lakeland
      Industries, Inc.

               

              


               

              By:
      /s/ Gary
      Pokrassa

               

              Gary
      A. Pokrassa, Chief Financial
Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

     

    
      	 	

              Laidlaw,
      Adams & Peck, Inc.

               

              


               

              By: /s/ Gary
      Pokrassa

               

              Gary
      A. Pokrassa, Chief Financial Officer

               

              


               

              Lakeland
      de Mexico S.A. de C.V.

               

              


               

              By:/s/ Gary
      Pokrassa

               

              Gary
      A. Pokrassa, Chief Financial Officer

               

              


               

              Lakeland
      Industries Europe Limited

               

              


               

              By:/s/ Gary
      Pokrassa

               

              Gary
      A. Pokrassa, Chief Financial Officer

               

              


               

              Lakeland
      Protective Wear Inc.

               

              


               

              By:/s/ Gary
      Pokrassa

               

              Gary
      A. Pokrassa, Chief Financial Officer

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	

                Qing
      Dao Maytung Healthcare Co., Ltd.

                 

                


                 

                By:/s/ Gary
      Pokrassa

                 

                Gary
      A. Pokrassa, Chief Financial Officer

                


                 

                


                 

                Weifang
      Lakeland Safety Products Co., Ltd.

                 

                


                 

                By:/s/ Gary
      Pokrassa

                 

                Gary
      A. Pokrassa, Chief Financial Officer

                 

                


                 

                Weifang
      Meiyang Protective Products Co., Ltd.

                 

                


                 

                By:/s/ Gary
      Pokrassa

                 

                Gary
      A. Pokrassa, Chief Financial Officer

                 

                


                 

                Industrias
      Lakeland S.A. de C.V.

                 

                


                 

                By:/s/ Gary
      Pokrassa

                 

                Gary
      A. Pokrassa, Chief Financial Officer

                 

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	

                Lakeland
      Protective Real Estate, Inc.

                 

                


                 

                By:/s/ Gary
      Pokrassa

                 

                Gary
      A. Pokrassa, Chief Financial Officer

                 

                


                 

                Lakeland
      Industries, Inc., Agencia en Chile

                 

                


                 

                By:/s/ Gary
      Pokrassa

                 

                Gary
      A. Pokrassa, Chief Financial Officer

                 

                


                 

                Lakeland
      Japan, Inc.

                 

                


                 

                By:/s/ Gary
      Pokrassa

                 

                Gary
      A. Pokrassa, Chief Financial Officer

                 

                


                 

                RFB
      Lakeland Industries Private Limited

                 

                


                 

                By:/s/ Gary
      Pokrassa

                 

                Gary
      A. Pokrassa, Chief Financial
Officer

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	

                Lakeland
      India Private Limited

                 

                


                 

                By:/s/ Gary
      Pokrassa

                 

                Gary
      A. Pokrassa, Chief Financial Officer

                 

                


                 

                Lakeland
      Gloves and Safety Apparel Private Limited

                 

                


                 

                By:/s/ Gary
      Pokrassa

                 

                Gary
      A. Pokrassa, Chief Financial Officer

                 

                


                 

                Qualytextil
      S.A.

                 

                


                 

                By:/s/ Gary
      Pokrassa

                 

                Gary
      A. Pokrassa, Director

                 

                 

              


      

      
        cc:  Matthew
C. Susman, Esq.