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]
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: ___________________________
Andrew D. Demott, Jr., Chief Operating
Officer, Chief Financial Officer and
Treasurer
Amended and Restated Revolving Line of Credit Promissory Note Signature Page
EXHIBIT "E"
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
FORM OF SECURITY AGREEMENT
AMENDED AND RESTATED SECURITY AGREEMENT
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"), dated as of
March 8, 2016, 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 Fifth Third Bank, an Ohio banking corporation (the
"Lender") and is entered into pursuant to the terms of that certain Third
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.
W I T 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 a term loan to the Borrower; and
WHEREAS, the parties have previously entered into a certain Security Agreement
(as amended, modified or supplemented previously, the "Prior Security
Agreement"); and
WHEREAS, it is a condition precedent to the obligations of the Lender under the
Credit Agreement that the Grantors enter into this Agreement amending and
restating the Prior Security Agreement and 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 a party
to the Credit Agreement under 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 hereby acknowledged, the parties hereto agree that the
Prior Security Agreement is hereby amended and restated in its entirety and
agree as follows:
SECTION 1. Definitions.