EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS NOTE AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
[SIGNATURE ON FOLLOWING PAGE]
D-2
IN WITNESS WHEREOF, the Borrower has caused this Amended and Restated Revolving
Line of Credit Promissory Note to be signed by its duly authorized
representative all as of the day and year first above written.
SUPERIOR UNIFORM GROUP, INC.,
a Florida corporation
By:
/s/
Andrew D. Demott, Jr.,
Chief Operating Officer, Chief Financial Officer and Treasurer
Revolving Line of Credit Promissory Note Signature Page
D-3
EXHIBIT "E"
TO CREDIT AGREEMENT
FORM OF SECURITY AGREEMENT
AMENDED AND RESTATED SECURITY AGREEMENT
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"), dated as of May
2, 2018, among Superior Uniform Group, Inc., a Florida corporation (the
"Borrower"), the Subsidiaries of the Borrower signatory hereto and each other
Subsidiary of the Borrower hereafter a party hereto (Borrower, each Subsidiary
of the Borrower a party hereto and each other Subsidiary hereafter becoming a
party hereto shall be collectively known as the "Grantors," and individually as
a "Grantor"), in favor of Branch Banking and Trust Company, a North Carolina
banking corporation (the "Lender") and is entered into pursuant to the terms of
that certain Amended and Restated Credit Agreement (as the same may be amended,
supplemented, replaced, restated or otherwise modified from time to time, the
"Credit Agreement") dated as of the date hereof, among Lender, Borrower the
Subsidiaries of the Borrower signatory thereto and each other Subsidiary of the
Borrower hereafter a party thereto.
WIT N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, Lender has agreed to establish a
revolving credit facility and to extend two term loans to the Borrower; and
Whereas, the Grantors have previously entered into a Security Agreement, dated
as of February 28, 2017 (as amended, the "Existing Security Agreement") and the
parties hereto wish to amend and restate the Existing Security Agreement on the
terms set forth herein; and
WHEREAS, it is a condition precedent to the obligations of the Lender under the
Credit Agreement that the Grantors enter into this Agreement in order to secure
and continue to secure all obligations of the Borrower under the Credit
Agreement, to secure and to continue to secure the obligations of each
Subsidiary of the Borrower as party to the Credit Agreement under the Amended
and Restated Subsidiary Guaranty Agreement dated as of May 2, 2018 (the
"Subsidiary Guaranty Agreement") and all other Loan Documents to which each
Grantor is a party, to secure and continue to secure all other Obligations owed
by any Loan Party to Lender or Affiliate of Lender, and the Grantors desire to
satisfy such condition precedent.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are