Exhibit 10.1
EXECUTION COPY
SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
dated as of September 27, 2019
by and among
SUPERIOR GROUP OF COMPANIES, INC.
(formerly known as Superior Uniform Group, Inc.),
as Borrower,
FASHION SEAL CORPORATION,
as a Guarantor,
THE OFFICE GURUS, LLC,
as a Guarantor,
BAMKO, LLC,
as a Guarantor,
SUPERIOR UNIFORM ARKANSAS LLC,
as a Guarantor,
SUPERIOR UNIFORM GROUP, LLC,
(formerly known as Superior Group of Companies, LLC)
as a Guarantor,
CID RESOURCES, INC.,
as a Guarantor,
SUPERIOR GROUP HOLDINGS, INC.,
as a Guarantor,
and
BRANCH BANKING AND TRUST COMPANY,
as Lender
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of September 27, 2019 (the "Second Amendment Effective
Date"), is by and among Superior Group of Companies, Inc. (formerly known as
Superior Uniform Group, Inc.), a Florida corporation (the "Borrower"), CID
Resources, Inc., a Delaware corporation ("CID"), Superior Uniform Group, LLC
(formerly known as Superior Group of Companies, LLC), a Florida limited
liability company ("SGC LLC"), Fashion Seal Corporation, a Nevada corporation
("Fashion Seal"), The Office Gurus, LLC, a Florida limited liability company
("TOG"), BAMKO, LLC, a Delaware limited liability company ("BAMKO, LLC"),
Superior Uniform Arkansas LLC, an Arkansas limited liability company ("SU-ARK"),
and Superior Group Holdings, Inc., a Texas corporation ("SGHI"), all having an
address of 10055 Seminole Boulevard, Seminole, Florida 33772 (CID, SGC LLC,
Fashion Seal, TOG, BAMKO, LLC, SU-ARK and SGHI are each individually sometimes
referred to herein as a "Guarantor" and collectively as the "Guarantors"), and
Branch Banking and Trust Company as the lender under the Credit Agreement (as
hereinafter defined) (the "Lender"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the Credit
Agreement.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors and the Lender are parties to that certain
Amended and Restated Credit Agreement, dated as of May 2, 2018 (as amended by
that certain First Amendment to Amended and Restated Credit Agreement and Loan
Documents, dated as of January 22, 2019, and as further amended, modified,
extended, restated, replaced or supplemented from time to time, the "Credit
Agreement");
WHEREAS, the Borrower and the Guarantors have requested that the Lender make
certain amendments to the Credit Agreement, including: (a) modification of the
maximum Funded Indebtedness to EBITDA Ratio, (b) modification of the Applicable
Libor Margin and (c) certain other changes as described herein; and
WHEREAS, the Lender is willing to make such amendments to the Credit Agreement
in accordance with and subject to the terms and conditions specified in this
Amendment.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
Article I
AMENDMENTS TO CREDIT AGREEMENT
As of the Second Amendment Effective Date, the Credit Agreement is hereby
amended in the following respects:
1.1
Amendments to Section 1.01.
(a)
The definition of "Applicable Libor