THE SCHEDULE
EXHIBIT 10.1
Effective date: 3 December 2014
This Schedule replaces the Schedule to the Agreement for the Purchase of Debts entered into between HSBC Invoice Finance (UK) Limited and Lakeland Industries Europe Limited 04500660 on 19 August 2014. This replacement is made under Condition 29 (Variations) of the Standard Terms and Conditions that are part of that agreement
THE SCHEDULE
| 1. | Client particulars |
| Nature of business | Wholesale of safety clothing |
| Principal place of business | Jet Park 2, 244 Main Road, Newport, East Yorkshire, HU15 2RP |
| 2. | Product(s) selected |
| Finance | Yes |
| Credit Management | Yes |
| Credit Protection | Yes |
| 3. | Commercial terms |
| Approved Countries | (a) United Kingdom, Ireland, the Isle of Man and the Channel Islands |
| (b) | Abu Dhabi (UAE), Ajman (UAE), American Samoa, Andorra, Anguilla, Australia, Austria, Bahamas, Belgium, Bermuda, Brazil, British Indian Ocean Territory, Brunei, Canada, Cayman Islands, Chile, China, Cyprus, Czech Republic, Denmark, Dubai (UAE), Estonia, Falkland Isles, Faroe Islands, Finland, France, French Guiana, French Polynesia, French Southern Territories, Fujairah (UAE), Germany, Gibraltar, Greece, Greenland, Guadeloupe, Guam, Hong Kong, Israel, Italy, Japan, Kuwait, Liechtenstein, Luxembourg, Macau, Malaysia, Malta, Martinique, Mauritius, Mayotte, Mexico, Monaco, Montserrat, Netherlands, New Caledonia, New Zealand, Norway, Northern Mariana Is., Oman, Peru, Poland, Portugal (Madeira), Portugal, Puerto Rico, Qatar, Ras Al-Khaimah (UAE), Reunion, Saint Helena, Sharjah (UAE), Saudi Arabia, St Pierre & Miquelon, San Marino, Singapore, Slovakia, Slovenia, South Africa, South Korea, Spain (Canary Islands), Spain, Sweden, Switzerland, Taiwan, Trinidad & Tobago, Turks & Caicos Islands, Umm Al-Qaiwain (UAE), United Arab Emirates, United States of America, US Minor Outlying Islands, Vatican City State, Virgin Islands (US & British) and Wallis & Futuna Islands. |
| (c) | Bosnia, Hungary, Lithuania, Montenegro, Morocco, Romania, Serbia & Turkey |
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| Automatic Funding Limit | United Kingdom, Ireland, the Isle of Man and the Channel Islands: £ 50,000 |
Other countries: £ 50,000
| Client to give notice of assignment to Customers | Yes |
| Commencement Date | 30 January 2013 |
| Concentration Percentage | 40 per cent |
| Debtor Currencies | Sterling and Euro |
| Debt Turn Target | United Kingdom, Ireland, the Isle of Man and the Channel Islands: 90 days |
Other countries: 90 days
| Facility Limit | £ 1,500,000 |
| Law | English law governs this Agreement |
| Minimum Period | 12 Months |
| Non-Notifiable Debt | The following are additional categories of Non-Notifiable Debt: |
Debts arising from contracts of sale entered into with your customer Elite Supplies Limited (registration number 06309981) and PPG Clothing Limited (SC386962)
| Notice Period | 3 Months |
| Prepayment Currencies | Sterling and Euro |
| Prepayment Percentage | 90 per cent |
| Reduction Percentage | N/A |
| Standard Payment Terms | United Kingdom, Ireland, the Isle of Man and the Channel Islands: Not exceeding net 60 days from date of invoice |
Other countries: Not exceeding net 90 days from date of invoice
| 4. | Pricing |
| Allowance Margin | 2.50 per cent |
| Arrangement Fee | N/A |
| Discounting Margin | 3.00 per cent |
| Facility Review Fee | Nil |
| Other fees | Fees will be payable for: |
(a) any variation to the terms of this Agreement;
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(b) the release of any Security Interest;
(c) new Security Interests to be granted to HIF or any third party.
| Service Charge | For Approved Countries listed in paragraphs (a), (b) & (c) 0.900 per cent of the Notified value of each Debt, subject to a minimum of £ 42,500 per annum calculated in respect of each period of one year starting on the first day of the month following the Commencement Date and each anniversary thereafter |
| 5. | Credit Protection |
| Automatic Credit Protection Limit | United Kingdom, Ireland, the Isle of Man and the Channel Islands: £ 3,000 |
Other countries: N/A
| Credit Protection Percentage | United Kingdom, Ireland, the Isle of Man and the Channel Islands: 100 per cent |
Other countries: 90 per cent
| First Loss | United Kingdom, Ireland, the Isle of Man and the Channel Islands: £ 1,000 |
Other countries: £ 1,000
| Unprotected Debts at the Commencement Date | At the Commencement Date any Debt which is unpaid 60 days or more after the due date for payment and any other Debts of the same Customer |
| 6. | Covenants |
| Debt Turn Covenant | N/A |
| Dilution Percentage | N/A |
| Dispute Percentage | N/A |
| Tangible Net Worth Covenant | N/A |
The covenants listed above shall be tested at the following times:
Testing Day
| Debt Turn | Final day of each calendar month |
| Dilution Percentage | Final day of each calendar month |
| Dispute Percentage | Final day of each calendar month |
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| 7. | Special terms |
| (a) | In addition to the undertakings given by the Client in Condition 17, the Client also undertakes: |
| (i) | To ensure that: |
| (A) | where necessary, the Client and/or the Customer possess all licences required to export/import the relevant goods; and |
| (B) | the Client and the Customer comply with all laws and/or regulations applicable to the import or export of the relevant goods including, but not limited to, any exchange control regulations; and |
| (ii) | To provide HIF, each year, with a declaration (“Annual Declaration”) of the Client’s total sales to Customers located in each Approved Country in a form specified by HIF, for the period of 12 months (or part thereof) ending 31 March (or for such other period as HIF may specify from time to time). Such declaration to be supplied to HIF within 30 days of the end of the relevant period. |
| (b) | Where a Credit Protection Limit is expressed in a currency other than that in which the Debt payable by the relevant Customer is expressed and/or the currency in which the purchase price is payable, then for the purposes of calculating any amount payable by HIF to the Client under the provisions of Condition 11.6, the Spot Rate of Exchange on the date of payment shall be used. Any gains or losses, resulting from fluctuation in exchange rates will be for the account of the Client. |
| (c) | HIF will not provide Credit Protection in respect of any particular Debt if: |
| (i) | the Debt arose after any expiry date notified by HIF to the Client in respect of the relevant Credit Protection Limit; or |
| (ii) | there has been any breach by the Client of any term specified by HIF as being a condition of its approval of the relevant Credit Protection Limit |
The provisions of this special term are in addition to, and not in replacement of, the provisions of Condition 11.4.
| (d) | For the purposes of Condition 11.4 (f) events of “force majeure” shall include |
| (i) | the ionising, radioactive, toxic, explosive or other hazardous or contaminating properties or effects of any explosive nuclear assembly or component thereto, nuclear fuel, combustion or waste; and |
| (ii) | where goods are to be despatched to, or payment is to be made from, a country other than that in which the Customer is located, any event preventing or delaying the issue of a remittance from such third country. |
HSBC Invoice Finance (UK) Limited is, at the date of this Agreement, a member of the Asset Based Finance Association (“ABFA”) and abides by its terms of membership. Under its Memorandum of Association, publicly filed at Companies House, ABFA is not a public regulatory authority and has no financial or other responsibility to anyone arising out of the actions and dealings of its members. The ABFA has provided and/or will provide a Code of Conduct, guidance and a complaints procedure each of which can be viewed on its website at www.ABFA.org.uk.
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