PROCEEDING OR
COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF
ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY
PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE,
WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR UNDER THE
LOAN DOCUMENTS.
THIS NOTE AMENDS AND RESTATES AND IS GIVEN IN SUBSTITUTION FOR, BUT NOT IN
SATISFACTION OF, THAT CERTAIN AMENDED AND RESTATED REVOLVING CREDIT NOTE, DATED
JUNE 29, 2011, ISSUED BY THE BORROWER IN FAVOR OF THE LENDER IN THE ORIGINAL
PRINCIPAL AMOUNT OF $30,000,000 (THE "PRIOR NOTE"). IN ADDITION TO EVIDENCING
THE OUTSTANDING INDEBTEDNESS FORMERLY EVIDENCED BY THE PRIOR NOTE, THIS NOTE
SHALL EVIDENCE ANY ACCRUED AND UNPAID INTEREST ON THE PRIOR NOTE. THE EXECUTION
AND DELIVERY OF THIS NOTE SHALL NOT BE CONSTRUED TO HAVE CONSTITUTED A REPAYMENT
OF ANY PRINCIPAL OF, OR INTEREST ON, THE PRIOR NOTE.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Borrower has
executed these presents the day and year first above written.
LAKELAND INDUSTRIES, INC.
By: /s/ Christopher J. Ryan
Name:
Christopher J. Ryan
Title: Chief Executive Officer and President