EXHIBIT 10.1


 





Effective date: 3 December 2014


 


This Schedule replaces the Schedule to
the Agreement for the Purchase of Debts entered into between HSBC Invoice Finance (UK) Limited and Lakeland Industries
Europe Limited 04500660 on 19 August 2014. This replacement is made under Condition 29 (Variations) of
the Standard Terms and Conditions that are part of that agreement


 


THE SCHEDULE


 


		1.	Client particulars



 


		Nature of business	Wholesale of safety clothing



 


		Principal place of business	Jet Park 2, 244 Main Road, Newport, East Yorkshire, HU15
2RP



 


 


 


		2.	Product(s) selected



 


		Finance	Yes



 


		Credit Management	Yes



 


		Credit Protection	Yes



 


 


 


		3.	Commercial terms



 


		Approved Countries	(a)United Kingdom, Ireland, the Isle of Man and the
Channel Islands



 


		(b)	Abu Dhabi (UAE), Ajman (UAE), American Samoa, Andorra,
Anguilla, Australia, Austria, Bahamas, Belgium, Bermuda, Brazil, British Indian Ocean Territory, Brunei, Canada, Cayman Islands,
Chile, China, Cyprus, Czech Republic, Denmark, Dubai (UAE), Estonia, Falkland Isles, Faroe Islands, Finland, France, French Guiana,
French Polynesia, French Southern Territories, Fujairah (UAE), Germany, Gibraltar, Greece, Greenland, Guadeloupe, Guam, Hong Kong,
Israel, Italy, Japan, Kuwait, Liechtenstein, Luxembourg, Macau, Malaysia, Malta, Martinique, Mauritius, Mayotte, Mexico, Monaco,
Montserrat, Netherlands, New Caledonia, New Zealand, Norway, Northern Mariana Is., Oman, Peru, Poland, Portugal (Madeira), Portugal,
Puerto Rico, Qatar, Ras Al-Khaimah (UAE), Reunion, Saint Helena, Sharjah (UAE), Saudi Arabia, St Pierre & Miquelon, San Marino,
Singapore, Slovakia, Slovenia, South Africa, South Korea, Spain (Canary Islands), Spain, Sweden, Switzerland, Taiwan, Trinidad
& Tobago, Turks & Caicos Islands, Umm Al-Qaiwain (UAE), United Arab Emirates, United States of America, US Minor Outlying
Islands, Vatican City State, Virgin Islands (US & British) and Wallis & Futuna Islands.



 





		(c)	Bosnia, Hungary, Lithuania, Montenegro, Morocco, Romania,
Serbia & Turkey



 


 






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		Automatic Funding Limit	United Kingdom, Ireland, the Isle of Man and the Channel
Islands: £ 50,000



 


Other
countries: £ 50,000


 


		Client to give notice of assignment to Customers	Yes



 


 


		Commencement Date	30 January 2013



 


		Concentration Percentage	40 per cent



 


		Debtor Currencies	Sterling and Euro



 


		Debt Turn Target	United Kingdom, Ireland, the Isle of Man and the Channel
Islands: 90 days



 


Other
countries: 90 days


 


		Facility Limit	£ 1,500,000



 


		Law	English law governs this Agreement



 


		Minimum Period	12 Months



 


		Non-Notifiable Debt	The following are additional categories of Non-Notifiable
Debt:



 


Debts
arising from contracts of sale entered into with your customer Elite Supplies Limited (registration number 06309981) and PPG Clothing
Limited (SC386962)


 


 


		Notice Period	3 Months



 


		Prepayment Currencies	Sterling and Euro



 


		Prepayment Percentage	90 per cent



 


		Reduction Percentage	N/A



 


		Standard Payment Terms	United Kingdom, Ireland, the Isle of Man and the Channel
Islands: Not exceeding net 60 days from date of invoice



 


Other
countries: Not exceeding net 90 days from date of invoice


 


		4.	Pricing



 


		Allowance Margin	2.50 per cent



 


		Arrangement Fee	N/A



 


		Discounting Margin	3.00 per cent



 


		Facility Review Fee	Nil



 


		Other fees	Fees will be payable for:



 


(a)
any variation to the terms of this Agreement;


 


 






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(b)
the release of any Security Interest;


 


(c)
new Security Interests to be granted to HIF or any third party.


 


		Service Charge	For Approved Countries listed in paragraphs (a), (b)
& (c) 0.900 per cent of the Notified value of each Debt, subject to a minimum of £ 42,500 per annum calculated in respect
of each period of one year starting on the first day of the month following the Commencement Date and each anniversary thereafter



 


		5.	Credit Protection



 


		Automatic Credit Protection Limit	United Kingdom, Ireland, the Isle of Man and the Channel
Islands: £ 3,000



 


Other
countries: N/A


 


 


		Credit Protection Percentage	United Kingdom, Ireland, the Isle of Man and the Channel
Islands: 100 per cent



 


Other
countries: 90 per cent


 


		First Loss	United Kingdom, Ireland, the Isle of Man and the Channel
Islands: £ 1,000



 


Other
countries: £ 1,000


 


		Unprotected Debts at the Commencement Date	At the Commencement Date any Debt which is unpaid 60
days or more after the due date for payment and any other Debts of the same Customer



 


 


 


		6.	Covenants



 


		Debt Turn Covenant	N/A



 


		Dilution Percentage	N/A



 


		Dispute Percentage	N/A



 


		Tangible Net Worth Covenant	N/A






 





The covenants listed
above shall be tested at the following times:


 


Testing
Day


 


		Debt Turn	Final day of each calendar month



 


		Dilution Percentage	Final day of each calendar month



 


		Dispute Percentage	Final day of each calendar month



 






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		7.	Special terms



 


		(a)	In addition to the undertakings given by the Client in Condition 17, the Client also undertakes:



		(i)	To ensure that:



		(A)	where necessary, the Client and/or the Customer possess all licences required to export/import
the relevant goods; and



		(B)	the Client and the Customer comply with all laws and/or regulations applicable to the import or
export of the relevant goods including, but not limited to, any exchange control regulations; and



		(ii)	To provide HIF, each year, with a declaration (“Annual Declaration”) of the Client’s
total sales to Customers located in each Approved Country in a form specified by HIF, for the period of 12 months (or part thereof)
ending 31 March (or for such other period as HIF may specify from time to time). Such declaration to be supplied to HIF within
30 days of the end of the relevant period.



 


		(b)	Where a Credit Protection Limit is expressed in a currency other than that in which the Debt payable
by the relevant Customer is expressed and/or the currency in which the purchase price is payable, then for the purposes of calculating
any amount payable by HIF to the Client under the provisions of Condition 11.6, the Spot Rate of Exchange on the date of payment
shall be used. Any gains or losses, resulting from fluctuation in exchange rates will be for the account of the Client.



 


		(c)	HIF will not provide Credit Protection in respect of any particular Debt if:



		(i)	the Debt arose after any expiry date notified by HIF to the Client in respect of the relevant Credit
Protection Limit; or



		(ii)	there has been any breach by the Client of any term specified by HIF as being a condition of its
approval of the relevant Credit Protection Limit



 


The provisions of this special
term are in addition to, and not in replacement of, the provisions of Condition 11.4.


 


		(d)	For the purposes of Condition 11.4 (f) events of “force majeure” shall include



 


		(i)	the ionising, radioactive, toxic, explosive or other
hazardous or contaminating properties or effects of any explosive nuclear assembly or component thereto, nuclear fuel, combustion
or waste; and






		(ii)	where goods are to be despatched to, or payment is to
be made from, a country other than that in which the Customer is located, any event preventing or delaying the issue of a remittance
from such third country.



 


HSBC Invoice Finance (UK) Limited is,
at the date of this Agreement, a member of the Asset Based Finance Association (“ABFA”) and abides by its terms of
membership. Under its Memorandum of Association, publicly filed at Companies House, ABFA is not a public regulatory authority
and has no financial or other responsibility to anyone arising out of the actions and dealings of its members. The ABFA has provided
and/or will provide a Code of Conduct, guidance and a complaints procedure each of which can be viewed on its website at www.ABFA.org.uk.


 


 






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