ex10-7.htm


    Exhibit
10.7

    


    FOURTH
MODIFICATION TO NOTE AND LOAN AGREEMENT

    AND
REAFFIRMATION OF GUARANTY

    


    Lakeland
Industries, Inc.

    Attn:
Christopher J. Ryan, Chief Executive Officer and

    Gary
Pokrassa, Chief Financial Officer

    701-07
Koehler Avenue

    Ronkonkoma,
New York 11779

    (Individually
and collectively, the "Borrower")

    


    
      	
              Laidlaw,
      Adams & Peck, Inc.

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

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

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              Lakeland
      Industries Europe Limited

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              Lakeland
      Protective Wear Inc.

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              Qing
      Dao Maytung Healthcare Co., Ltd.

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              Weifang
      Lakeland Safety Products Co., Ltd.

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              Weifang
      Meiyang Protective Products Co., Ltd.

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              Qualytextil
      S.A.

            	
              Industrias
      Lakeland S.A. de C.V.

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              Lakeland
      Protective Real Estate, Inc.

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              Lakeland
      Industries, Inc., Agencia en Chile

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              Lakeland
      Japan, Inc.

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              RFB
      Lakeland Industries Private Limited

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              Lakeland
      India Private Limited

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

              and

              Lakeland
      Gloves and Safety Apparel Private Limited

              701-07
      Koehler Avenue

              Ronkonkoma,
      New York 11779

            


    

    Avenida
Bernardino de Campos, no 98, sala 09, 14o andar

    CEP
04004-040, São Paulo, São Paulo

    Brazil

    (Individually
each a “Guarantor” and collectively, the "Guarantors”)

    


    Wachovia
Bank, National Association

    12 East 49th
Street, 43rd Floor

    New York,
New York 10017

    (Hereinafter
referred to as "Bank")

    


    


    THIS
AGREEMENT is entered into as of February __, 2009 by and between Bank, Borrower,
Original Guarantors and New Guarantors.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
 

    RECITALS

    


    Bank is
the holder of a certain Second Amended and Restated Promissory Note in the
original principal amount of up to $30,000,000.00, dated May 13, 2008 (the
“Second Amended Note”), which Second Amended Note was executed and delivered by
Borrower pursuant to the Third Modification, as defined below, and which Second
Amended Note evidences a certain loan from Bank to Borrower in the original
principal amount of up to $30,000,000.00 (the "Loan"), and certain other loan
documents executed in connection therewith;

    


    The
Second Amended Note is made pursuant to and secured by the terms of a certain
Loan Agreement dated July 7, 2005 (as amended from time to time, the "Loan
Agreement"), which Loan Agreement was amended by a certain Modification to Note
and Loan Agreement and Reaffirmation of Guaranty (the “First Modification”)
dated September 1, 2005, further amended by a certain Second Modification to
Note and Loan Agreement and Reaffirmation of Guaranty dated as
of  December 7, 2007 (the “Second Modification”), and further amended
by a certain Third Modification to Note and Loan Agreement and Reaffirmation of
Guaranty dated as of  May 13, 2008 (the “Third Modification” and
collectively with this Agreement, the Second Amended Note, the First
Modification, the Second Modification, the Third Modification, the Guarantees as
hereafter defined, and all of the other documents which evidence or secure such
Loan, the "Loan Documents");

    


    Borrower
has requested that Bank modify certain covenants set forth in the Loan
Agreement, and Bank has agreed to such modifications;

    


    In
consideration of the modifications made herein to the Loan Agreement, each
Guarantor has agreed to reaffirm its Unconditional Guaranty (individually a
“Guaranty” and collectively, the “Guarantees”), dated July 7, 2005, December 7,
2007 and May 13, 2008, as the case may be;

    


    Pursuant
to the terms of the Third Modification, Lakeland Do Brasil Empreendimentos E
Participacoes Ltda. (“Lakeland Do Brasil”) and Qualytextil S.A. executed and
delivered their respective Unconditional Guarantees dated as of May 13, 2008,
and secured such Unconditional Guarantees by a grant of a first priority
security interest in all of their respective assets;

    


    Borrower
requested and Bank consented to Lakeland Do Brasil being merged into Qualytextil
S.A., and Borrower and Qualytextil S.A. have represented and warranted to Bank
that Qualytextil S.A. now has full title and ownership interest in all assets
that may have been previously owned by Lakeland Do Brasil, including without
limitation all accounts receivable and inventory, and that Bank continues to
have a first priority security interest in all such assets;

    


    Pursuant
to the terms of certain General Security Agreements and Blocked Agreements dated
as of January 27, 2009, Lakeland Protective Wear Inc. and Lakeland Protective
Real Estate, Inc. (collectively, the “Canadian Guarantors”) granted to Bank a
first priority security interest in all of their respective assets in order to
secure their respective Guarantees;

    


    Bank and
the Canadian Guarantors have agreed that certain Riders, as hereafter defined,
be attached to their respective Guarantees;

    


    Borrower
and Guarantor hereby certify to Bank that Lakeland de Mexico S.A. de C.V. was
dissolved on November 1, 2007, and that RFB Lakeland Industries Private Limited
changed its name to Lakeland India Private Limited on October 30,
2006;

    


    In
consideration of Bank's agreement to modify the Loan and the other agreements
contained herein, the parties agree as follows:


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    AGREEMENT

    


    ACKNOWLEDGMENT OF
BALANCE.  Borrower and Guarantor acknowledge that the most
recent Commercial Loan Invoice sent to Borrower with respect to the Obligations
under the Second Amended Note is correct.

    


    


    MODIFICATIONS.

    


    1. The Loan Agreement is
hereby modified as follows:

    


    a)  The
subsection of the Loan Agreement entitled “Permitted Acquisitions”, set forth in
the Section of the Loan Agreement entitled “Additional Covenants”, as previously
modified by the Third Modification, is hereby deleted in its entirety, and the
following is substituted therefor:

    


    
      	
               
      

            	
              (e)
      Permitted
      Acquisitions.  Borrower shall be permitted to make an
      acquisition of assets of a targeted entity and make additional investments
      in such targeted entity after acquisition (collectively “Permitted
      Acquisitions”) provided that (i) the acquisition consideration for any
      single Permitted Acquisition as well as the aggregate acquisition
      consideration for all Permitted Acquisitions over the term of the facility
      shall be subject to certain limitations as referenced below, (ii) no
      Default exists or would exist after giving effect thereto, and (iii) the
      Borrower has complied with all documentation requirements for a Permitted
      Acquisition, including but not limited to financial statements of the
      target entity to be acquired, a copy of the relevant purchase agreement,
      and a pro forma balance sheet and income statement of the Borrower after
      giving effect to the proposed Permitted Acquisition.  Advances
      for Permitted Acquisitions shall not exceed $8,000,000.00 for an
      individual transaction, or $15,000,000.00 in the aggregate during any
      twelve month period.  The target company shall be in the same
      line of business as Borrower, and shall involve assets and operations
      domiciled in the United States, or in the case of a foreign Permitted
      Acquisition, the business to be acquired shall be acquired by the Borrower
      or a Guarantor (as defined above).  The Bank shall, in any
      event, receive an enforceable first priority security interest, in Bank’s
      sole judgment, in all assets acquired by Borrower or such
      guarantor.  With regard to foreign Permitted Acquisitions only,
      during the term of the Note, Advances for Permitted Acquisitions with
      respect to which Bank shall not receive an enforceable first priority
      security interest, in Bank’s sole judgment, shall not exceed
      $7,500,000.00.  Borrower hereby represents and warrants that as
      of the date of this Fourth Modification Agreement, the only foreign
      Permitted Acquisitions made by Borrower with respect to which Bank has not
      received an enforceable first priority security interest are set forth on
      SCHEDULE
      A attached hereto and made a part
hereof.

            


    

    


    Such
modification shall not be construed as Bank’s consent to any other acquisitions
by Borrower or any subsidiary or affiliate of Borrower which would not otherwise
be in full compliance with the terms and conditions set forth
above.

    


    b)  The
last sentence of the Section of the Loan Agreement entitled “Annual Financial
Statements”, is hereby deleted in its entirety, and the following is substituted
therefor:

    


    
      	
               
      

            	
              In
      addition to the foregoing, Borrower shall also deliver, simultaneously
      with such annual consolidated financial statements, Borrower’s unaudited
      management-prepared annual consolidating financial statements, including,
      without limitation, a balance sheet, and profit and loss statement, with
      respect to Borrower and its subsidiaries, affiliates and parent or holding
      company, as applicable, and in reasonable detail, prepared in conformity
      with generally accepted accounting principles, applied on a basis
      consistent with that of the preceding
year.”

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    c) The
Section of the Loan Agreement entitled “Periodic Financial Statements”, is
hereby deleted in its entirety, and the following is substituted
therefor:

    


    
      	
               
      

            	
              Periodic Financial
      Statements.  Borrower shall deliver to Bank, within 45
      days after the end of each fiscal quarter, unaudited management-prepared
      quarterly financial statements including, without limitation, a balance
      sheet, profit and loss statement and statement of cash flows, with
      supporting schedules; all on a consolidated and consolidating basis with
      respect to Borrower and its subsidiaries, affiliates and parent or holding
      company, as applicable (provided that no statement of cash flow or
      supporting schedules will be required to be included with consolidating
      schedules), all in reasonable detail and prepared in conformity with
      generally accepted accounting principles, applied on a basis consistent
      with that of the preceding year.  Such statements shall be
      certified as to their correctness by a principal financial officer of
      Borrower and in each case, if audited statements are required, subject to
      audit and year-end adjustments.

            


    

    


    Except as
modified hereby, all terms and conditions of the Loan Agreement, including
without limitation all financial covenants, shall remain unmodified and in full
force and effect.

    


    2. Canadian Guarantors
hereby agree that those certain riders set forth on SCHEDULE B
attached hereto and made a part hereof (the “Riders”) shall be deemed to be made
a part of and incorporated into their respective Guarantees as if originally set
forth therein.  Borrower and each of the other Guarantors hereby
consent to the addition of the Riders to the respective Guarantees of the
Canadian Guarantors, and agree that their obligations under the Loan Documents
or Guarantees shall not be impaired or their liability thereunder reduced as a
result of the addition of said Riders to the Guarantees of the Canadian
Guarantors.

    


    3.  Borrower and
Guarantors hereby acknowledge and agree that Lakeland Do Brasil is no longer in
existence as of the date hereof, and agree that Lakeland Do Brasil’s merger into
Qualytextil S.A. shall not constitute a waiver, release or termination of any of
the obligations of Borrower or any Guarantor to Bank, or a relinquishment of any
of the rights or remedies of Bank against Borrower or any
Guarantor.

    


    4.  Except as
modified herein, all other terms, covenants and conditions set forth in any Loan
Document shall remain unmodified and in full force and effect.

    


    ACKNOWLEDGMENTS AND REPRESENTATIONS.
Borrower and each
Guarantor acknowledge and represent that the Second Amended Note, the Loan
Agreement, the Guaranty, and all other Loan Documents, as amended hereby, are in
full force and effect without any defense, counterclaim, right or claim of
set-off; that, after giving effect to this Agreement, no default or event that
with the passage of time or giving of notice would constitute a default under
the Loan Documents has occurred; that all representations and warranties
contained in the Loan Documents are true and correct as of this date; that all
necessary action to authorize the execution and delivery of this Agreement has
been taken; and that this Agreement is a modification of an existing obligation
and is not a novation.

    


    REAFFIRMATION OF
GUARANTY.    Each Guarantor hereby acknowledges that
it has and shall receive direct financial benefit from the Loan and from the
modifications set forth herein, and hereby waives any defense it may have to its
guaranty of the Guaranteed Obligations, as defined in the Guarantees, based upon
a lack of or failure of consideration.  Each Guarantor hereby consents
to the modifications contained herein and hereby ratifies and confirms: (a) that
it unconditionally guarantees to Bank the payment and performance from and by
Borrower of the Guaranteed Obligations, as defined in the Guarantees, upon the
terms and conditions set forth therein, (b) such Guaranteed Obligations include,
without limitation, the Second Amended Note and Loan Agreement as modified
hereby, and (c) that their Guarantees shall not be impaired or their liability
thereunder reduced as a result of any amendments or modifications to any other
Guarantees of the Guaranteed Obligations subsequent to the date of their
Guarantees.  Each


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Guarantor
acknowledges that their reaffirmation and ratification of their Guarantees is a
material inducement for Bank to enter into this Agreement and that Bank would
not do so without said reaffirmation and ratification. This Agreement and
the Guarantees are each Guarantor’s valid and binding obligation enforceable
against each of them in accordance with their terms.

    


    COLLATERAL. Borrower and
each Guarantor acknowledge and confirm that there have been no changes in the
ownership of any collateral pledged to secure the Obligations or the Guaranteed
Obligations, as defined in the Guaranty (collectively the "Collateral") since
the Collateral was originally pledged, and that Borrower has legal title to all
Collateral and no Guarantor has legal title to any Collateral (except as
previously disclosed in writing to Bank); Borrower and each Guarantor
acknowledge and confirm that the Bank has existing, valid first priority
security interests and liens in the Collateral; and that such security interests
and liens shall secure Borrowers’ Obligations to Bank, including any
modification of the Note or Loan Agreement made hereunder, and all future
modifications, extensions, renewals and/or replacements of any of the Loan
Documents.

    


    MISCELLANEOUS.  This
Agreement shall be construed in accordance with and governed by the laws of the
applicable state as originally provided in the Loan Documents, without reference
to that state's conflicts of law principles.  This Agreement and the
other Loan Documents constitute the sole agreement of the parties with respect
to the subject matter thereof and supersede all oral negotiations and prior
writings with respect to the subject matter thereof.  No amendment of
this Agreement, and no waiver of any one or more of the provisions hereof shall
be effective unless set forth in writing and signed by the parties
hereto.  The illegality, unenforceability or inconsistency of any
provision of this Agreement shall not in any way affect or impair the legality,
enforceability or consistency of the remaining provisions of this Agreement or
the other Loan Documents.  This Agreement and the other Loan Documents
are intended to be consistent.  However, in the event of any
inconsistencies among this Agreement and any of the Loan Documents, the terms of
this Agreement, and then such Loan Document, shall control.  This
Agreement may be executed in any number of counterparts and by the different
parties on separate counterparts.  Each such counterpart shall be
deemed an original, but all such counterparts shall together constitute one and
the same agreement.  Terms used in this Agreement which are
capitalized and not otherwise defined herein shall have the meanings ascribed to
such terms in the Loan Agreement.

    


    PATRIOT ACT
NOTICE.  To help fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person who opens an
account.  For purposes of this section, account shall be understood to
include loan accounts.

    


    WAIVER OF JURY
TRIAL.  BORROWER AND EACH GUARANTOR HEREBY WAIVE TRIAL BY JURY
IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY RELATED
TO THE FINANCING TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART AND/OR THE
DEFENSE OR ENFORCEMENT OF ANY OF BANK'S RIGHTS OR REMEDIES.

    


    BORROWER
AND EACH GUARANTOR ACKNOWLEDGE THAT IT MAKES THE FOREGOING WAIVERS KNOWINGLY AND
VOLUNTARILY AFTER CONSULTATION WITH ITS ATTORNEY.

    


    PLACE OF EXECUTION AND
DELIVERY.  Borrower and each Guarantor hereby certify that this
Agreement and the Loan Documents were executed in the State of New York and
delivered to Bank in the State of New York.

    


    IN WITNESS WHEREOF, Borrower,
Bank and each Guarantor have signed and sealed this Agreement the day and year
first above written.

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    


    
      	 
      	 
      	 
      
	
              WITNESSES:

            	 
      	 
      
	 
      	
               Lakeland
      Industries, Inc.

            
	 
      	 
      	 
      
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
               /s/
      Gary A. Pokrassa

            
	
              ____________________

            	 
      	
              Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Laidlaw,
      Adams & Peck, Inc.

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
               /s/
      Gary A. Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

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

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
              /s/
      Gary A. Pokrassa

            
	 
      	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Lakeland
      Industries Europe Limited

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
               /s/ Gary A.
      Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Lakeland
      Protective Wear Inc.

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
               /s/
      Gary A. Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Qing
      Dao Maytung Healthcare Co., Ltd.

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
              /s/
      Gary A. Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      


    

    



    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Weifang
      Lakeland Safety Products Co., Ltd.

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
              _/s/
      Gary A. Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Weifang
      Meiyang Protective Products Co., Ltd.

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
              /s/
      Gary A. Pokrassa____

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Industrias
      Lakeland S.A. de C.V.

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
              /s/ Gary A.
      Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	
               Lakeland
      Protective Real Estate, Inc.

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
              /s/ Gary A.
      Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Lakeland
      Industries, Inc., Agencia en Chile

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By
      :

            	
              /s/ Gary A.
      Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Lakeland
      Japan, Inc.

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
              /s/ Gary A.
      Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               RFB
      Lakeland Industries Private Limited

            


    

    



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    
      	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
               /s/
      Gary A. Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Lakeland
      India Private Limited

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
               /s/
      Gary A. Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Lakeland
      Gloves and Safety Apparel Private Limited

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
              /s/ Gary A.
      Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Qualytextil
      S.A.

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
               By:

            	
              /s/ Gary A.
      Pokrassa

            
	
              ____________________

            	 
      	
               Gary
      A. Pokrassa, Director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               Wachovia
      Bank, National Association

            
	
              ____________________

            	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Dan
      O’Donnell

            
	
              ____________________

            	 
      	
               Dan
      O’Donnell, Vice President

            


    

    


    



    
      
         


      

      
        9

        
          

        

      

      
         


      

    



    SCHEDULE
A

    


    FOREIGN PERMITTED
ACQUISITIONS

    (WITHOUT FIRST PRIORITY
SECURITY INTEREST IN ASSETS)

    


    
      
        
          
            	
                    Schedule
      A

                  
	
                    Foreign
      Permitted Acquisitions as of February 25, 2009

                  
	
                    Investment
      in India

                  	
                     
          4,900,000

                  
	
                    Investment
      in Chile

                  	
                     
          1,170,000

                  
	
                    Investment
      in UK

                  	
                     
       500,000

                  
	
                    Investment
      in Japan

                  	
                     
         17,000

                  
	
                    Investment
      in Various China entities to be formed

                  	
                     
       500,000

                  
	
                    Total
      estimated investment in foreign subsidiaries per permitted acquisitions
      provisions of bank doc

                  	
                     
          7,087,000

                  
	 
      	 
      
	
                    Limit
      per 4th amended loan agreement

                  	
                     
          7,500,000

                  
	 
      	 
      


          

        

      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    SCHEDULE B

    


    RIDERS TO GUARANTEES OF
LAKELAND
PROTECTIVE WEAR INC.

    AND LAKELAND PROTECTIVE REAL
ESTATE, INC. (“CANADIAN
GUARANTORS”)

    


     

    Gross Up
Rider

     

    
      	
              1.

            	
              Tax Gross
      Up.  Any and all payments by the Guarantor hereunder, and
      any amounts on account of interest or deemed interest, shall be made free
      and clear of and without deduction for any and all present or future
      taxes, levies, imposts, deductions, charges or withholdings, and all
      liabilities with respect thereto, excluding taxes imposed on net income or
      franchise taxes of the Bank by the jurisdiction in which such person is
      organized or has its principal office (all such non-excluded taxes,
      levies, imposts, deductions, charges withholdings and liabilities,
      collectively or individually, “Taxes”).  If
      the Guarantor shall be required to deduct any Taxes from or in respect of
      any sum payable hereunder to the Bank, (i) the sum payable shall be
      increased by the amount (an “additional amount”)
      necessary so that after making all required deductions (including
      deductions applicable to additional sums payable under this Paragraph 1)
      the Bank shall receive an amount equal to the sum it would have received
      had no such deductions been made, (ii) the Guarantor shall make such
      deductions and (iii) the Guarantor shall pay the full amount deducted to
      the relevant governmental authority in accordance with applicable
      law.  Notwithstanding any other provision hereof to the
      contrary, if the Bank assigns this Guaranty to any other Person prior to
      the occurrence of an Event of Default, then in no event shall the
      Guarantor be responsible for the payment of any Taxes or other sums under
      this Paragraph 1 in excess of the amount that the Guarantor would
      otherwise be responsible for if the Bank had not assigned this
      Guaranty.

            


    

     

    In addition, the Guarantor agrees to
pay to the relevant governmental authority in accordance with applicable law any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made hereunder or
from the execution, delivery or registration of, or otherwise with respect to,
this Guaranty (“Other
Taxes”).  The Guarantor shall deliver to the Bank official
receipts, if any, in respect of any Taxes or Other Taxes payable hereunder
promptly after payment of such Taxes or Other Taxes or other evidence of payment
reasonably acceptable to the Agent.

     

    The Guarantor hereby indemnifies and
agrees to hold the Bank harmless from and against Taxes and Other Taxes
(including, without limitation, Taxes and Other Taxes imposed on any amounts
payable under this Paragraph 1) paid by such person, whether or not such Taxes
or Other Taxes were correctly or legally asserted.  Such
indemnification shall be paid within ten (10) days from the date on which any
such person makes written demand therefore specifying in reasonable detail the
nature and amount of such Taxes or Other Taxes.

     

    Judgment Currency
Rider

     

    
      	
              2.

            	
              Judgment
      Currency.  If, for the purpose of obtaining or enforcing
      judgment against the Guarantor in any court in any jurisdiction, it
      becomes necessary to convert into any
other

            


    


    
      
         


      

      
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    currency
(such other currency being hereinafter in this section referred to as the “Judgment Currency”) an amount
due under this Guaranty in any currency (the “Obligation Currency”) other
than the Judgment Currency, the conversion shall be made at the Exchange Rate
prevailing on the business day immediately preceding (a) the date of actual
payment of the amount due, in the case of any proceeding in the courts of New
York or in the courts of any other jurisdiction that will give effect to such
conversion being made on such date, or (b) the date on which the foreign court
determines, in the case of any proceeding in the courts of any other
jurisdiction (the applicable date as of which such conversion is made pursuant
to this section being hereinafter in this section referred to as the “Judgment Conversion
Date”).

     

    If, in
the case of any proceeding in the court of any jurisdiction referred to in the
preceding paragraph, there is a change in the Exchange Rate prevailing between
the Judgment Conversion Date and the date of actual receipt of the amount due in
immediately available funds, the Guarantor shall pay such adjusted amount as may
be necessary to ensure that the amount actually received in the Judgment
Currency, when converted at the Exchange Rate prevailing on the date of payment,
will produce the amount of the Obligation Currency which could have been
purchased with the amount of the Judgment Currency stipulated in the judgment or
judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.
Any amount due from the Guarantor under this section shall be due as a separate
debt and shall not be affected by judgment being obtained for any other amounts
due under or in respect of this Guaranty.  “Exchange Rate” means, in
relation to any amount of currency to be converted into another currency
pursuant to this Paragraph 2, the relevant exchange rate as published in the
Wall Street Journal on the relevant date of calculation.

     

    


     

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