EXHIBIT 10.1
AMENDED AND
RESTATED
REVOLVING LOAN
AGREEMENT
THIS AMENDED AND RESTATED
REVOLVING LOAN AGREEMENT , dated as of the 25th day of August, 2011, (the
“Loan Agreement” or “Agreement”), is made
by and between SUPERIOR UNIFORM GROUP, INC. , a Florida
corporation, whose address is 10055 Seminole Boulevard, Seminole,
FL 33772 (the “Borrower”), and FIFTH THIRD BANK
, an Ohio corporation having an address of 201 East Kennedy
Boulevard, Suite 1800, Tampa, Florida 33602 (the
“Lender”).
W
I T
N E S S
E T H :
WHEREAS, Borrower has applied to
Lender for a revolving line of credit not exceeding Fifteen Million
and No/100 Dollars ($15,000,000.00) (the “Loan”) to be
used to support the general corporate purposes of
borrower;
WHEREAS, Borrower and Lender have
negotiated the terms and conditions of, and wish to enter into,
this Agreement for the purpose of setting forth the terms and
conditions of the Loan;
NOW, THEREFORE, in consideration of
the Premises, and of the mutual covenants and agreements set forth
below, Borrower and Lender agree as follows:
ARTICLE I
LOAN TERMS
1. Loan Amount . Fifteen
Million and No/100 Dollars ($15,000,000.00) Revolving Line of
Credit. The Loan shall be evidenced by a Revolving Line of Credit
Promissory Note (the “Note”).
2. Term of Loan . The
original term of the Loan (“Term”) is thirty-six
(36) months and such Term shall mature on June 25, 2013.
If Borrower is in full compliance with all terms and conditions of
this Agreement, Borrower shall have the option to extend and
term-out the outstanding principal balance of the Loan due on the
Initial Maturity Date, as defined in the Note, and continue to make
interest only payments over the subsequent twelve
(12) consecutive months in accordance with the terms of the
Note.
3. Letters of Credit . During
the Term of the Loan, Borrower may request the Lender to issue
domestic, international and/or stand-by Letters of Credit in an
aggregate amount which, along with any other draws under the
revolving line of credit, shall not exceed the maximum amount
allowed to be drawn under the Note. The expiration date of any
Letter of Credit issued pursuant to the Loan shall be no later than
thirty (30) days prior to the last day of the Term of the Loan
unless any such Letter of Credit is secured by a cash deposit equal
to the face amount of such Letter of Credit.
4. Interest Rate . The Loan
shall bear interest at the LIBOR Rate, as defined in the Note, plus
ninety (90) basis points.
5. Unused Loan Fee . In
addition to all other amounts due to Lender hereunder and under the
Revolving Line of Credit Note, Borrower shall pay to Lender on the
first Business Day of each April, July, October and January, an
availability fee equal to 0.15% (15 basis points) per annum on the
average daily unused available principal under the Note for the
preceding quarter or portion thereof.
6. Repayment Terms . Interest
only payments shall be paid monthly during the initial thirty-six
(36) months of the Loan and, if extended, during the
subsequent twelve (12) consecutive months. All payments of
principal and interest shall be auto debited from Borrower’s
deposit account with Lender. Borrower shall be allowed to make
prepayments of principal in full or in part at any time during the
Term of the Loan without penalty or premium.
ARTICLE II
LOAN
DOCUMENTS
“Loan Documents” means
this Agreement, the Revolving Line of Credit Note, any UCC
Financing Statements, Letter of Credit, any and all Rate Management
Agreements (as defined below), and any other agreements, documents
or instruments related to the Loan, whether executed prior to, at
or after the closing, as the same may be amended, supplemented or
modified, in writing, from time to time.
ARTICLE III
WARRANTIES AND REPRESENTATIONS
OF BORROWER
Borrower hereby represents and
warrants to Lender (which representations and warranties shall be
deemed continuing and re-stated at the time of each advance) as
follows:
1. Organization Status .
Borrower (i) is duly organized under the laws of the State of
Florida, and (ii) is in good standing under the laws of the
State of Florida, and (iii) has stock outstanding which has
been duly and validly issued.
2. Compliance with Laws .
Borrower is in compliance with all laws, regulations, ordinances
and orders of all Governmental Authorities, including, but not
limited to, the Securities Act of 1933, the Exchange Act,
Sarbanes-Oxley Act of 2002, and the applicable accounting and
auditing principles, rules, standards and practices promulgated,
approved or incorporated by the Securities and Exchange Commission
of the United States or the Public Company Accounting Oversight
Board, and all Environmental Laws. “ Environmental
Laws” means all applicable federal, state and local laws and
regulations intended to protect the environment and public health
and safety as the same may be amended from time to time.
“Governmental Authority” means the government of the
United States, or any other nation, or of any political subdivision
thereof, whether state, provincial or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining
to government.
3. Financial Statements . The
financial statements of Borrower heretofore delivered to Lender are
true and correct in all material respects, and fairly present the
financial condition of Borrower as of the respective dates thereof,
and no material adverse change has occurred in the financial
conditions reflected therein since the respective dates thereof
that would affect Borrower’s performance under the Note, this
Agreement or any other Loan Documents;
4. Authority to Enter into Loan
Documents . The Borrower has full authority to enter into the
Loan Documents and consummate the transactions contemplated hereby,
and the facts and matters expressed or implied in the opinions of
its legal counsel are true and correct;
5. Validity of Loan Documents
. The Loan Documents have been approved by those persons having
proper authority, and are in all respects legal, valid and binding
according to their terms.
6. Conflicting Transactions of
Borrower . That the consummation of the transactions hereby
contemplated and the performance of the obligations of Borrower
under and by virtue of the Loan Documents will not result in any
breach of, or constitute a default under any lease, bank loan or
credit agreement, partnership agreement, or other instrument to
which Borrower is a party or by which it may be bound or
affected.
7. Pending Litigation . That
there are no actions, suits, or proceedings pending, or to the
knowledge of Borrower threatened against or affecting it or
involving the validity or enforceability of any of the Loan
Documents at law or in equity, or before or by any governmental
authority.
8. Brokerage Commissions .
Borrower warrants and represents to Lender that Borrower is not
obligated to pay any commission to any broker through any
commission or service agreement with a third party in connection
with the transaction contemplated herein. Borrower agrees to and
shall indemnify Lender from any liability, claims, or losses
arising by reason of any such brokerage commissions which are
caused by Borrower or its agents. This provision shall survive the
repayment of the Loan made in connection herewith and shall
continue in full force and effect so long as the possibility of
such liability, claims or losses exists.
9. No Event of Default . As
of the date of this Agreement, there is no Event of Default under
this Agreement, the Note, or any other Loan Document, nor any event
which would become an Event of Default but for the passage of time
or the giving of notice or both.
10. Patriot Act . Borrower or
any entity or person owning an interest in or being an investor, or
otherwise, in Borrower or its respective constituents are not in
violation of any laws relating to terrorism or money laundering,
including Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001 (the “Executive
Order”) and Public Law 107-56 known as the Uniting and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, as amended (the
“Patriot Act”).
11. Solvency . The Borrower
(before and after giving effect to the Loan) is and will be solvent
and have, and expect to have, the ability to, in the ordinary
course of business, pay its debts from time to time incurred and as
such debts mature. “Solvent” means with respect to the
Borrower, on any date determination, that on such date (a) the
fair value of the assets of Borrower is greater than the total
amount of liabilities, including contingent liabilities, of
Borrower, (b) the present fair salable value of the assets of
Borrower is not less than the amount that will be required to pay
the probable liability of Borrower on its debts as they become
absolute and matured, (c) Borrower does not intend to, and
does not believe that it will, incur debts or liabilities beyond
Borrower’s ability to pay such debts and liabilities as they
mature, (d) Borrower is not engaged in business or a
transaction, and is not about to engage in business or a
transaction, for which Borrower’s assets would constitute an
unreasonably small capital, and (e) Borrower is able to pay
its debts and liabilities, contingent obligations and other
commitments as they mature in the ordinary course of business.
The