EXHIBIT 10.25
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is made and entered into this 21st day of May, 1999, by and between
TROPICAL SPORSTWEAR INT'L CORPORATION, a Florida corporation ("Tropical"),
TROPICAL SPORTSWEAR COMPANY, INC., a Delaware corporation ("TSCI"), SAVANE
INTERNATIONAL CORP., a Texas corporation (formerly known as Farah Incorporated)
("Savane"), and APPAREL NETWORK CORPORATION, a Florida corporation ("Apparel")
(Tropical, TSCI, Savane and Apparel collectively referred to hereinafter as
"Borrowers" and individually as a "Borrower") each with its chief executive
office and principal place of business at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx,
Xxxxxxx 00000-0000; the various financial institutions listed on the signature
pages hereof and their respective successors and permitted assigns which become
"Lenders" as provided in the Loan Agreement (as defined below); and FLEET
CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as collateral
and administrative agent for the Lenders (together with its successors in such
capacity, "Agent") with an office at 000 Xxxxxxxx Xxxxxxx, X.X., Xxxxx 000,
Xxxxxxx, Xxxxxxx 00000.
Recitals:
Borrowers, Agent and Lenders, are parties to a certain Loan and
Security Agreement dated June 10, 1998, as amended by that certain First
Amendment to Loan and Security Agreement dated July 9, 1998, that certain Second
Amendment to Loan and Security Agreement dated August 27, 1998, and that certain
Third Amendment to Loan and Security Agreement dated December 31, 1998 (as at
any time amended, the "Loan Agreement"), pursuant to which Lenders have made
certain revolving credit loans and letter of credit accommodations to Borrowers.
Tropical desires to refinance certain debt outstanding to SouthTrust
Bank, National Association with NationsBank, N.A. and to incur additional debt
in connection therewith. Each of TSCI, Savane and Apparel desire to guaranty
such debt to NationsBank, N.A.
Each of these transactions requires that certain amendments be made to the Loan
Agreement.
Agent and Lenders are willing to amend the Loan Agreement on the
terms and conditions as hereinafter set forth.
NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Definitions. All capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Loan Agreement.
2. Amendment to Loan Agreement. The Loan Agreement is hereby
amended as follows:
(a) By adding the following new definitions in Section 1 of
the Loan Agreement in proper alphabetical sequence:
NationsBank - NationsBank, N. A., a national bank.
NationsBank Loan Agreement - the Loan Agreement dated May __,
1999, between Tropical and NationsBank, pursuant to which NationsBank
extended a term loan to Tropical in the original principal amount of
$15,000,000.
NationsBank Guaranties - the Guaranty Agreements dated May __,
1999, executed by each of TSCI, Savane and Apparel in favor of
NationsBank, pursuant to which each guarantees the obligations at any
time owing by Tropical to NationsBank under the NationsBank Loan
Documents.
NationsBank Loan Documents - collectively, the NationsBank
Loan Agreement, the NationsBank Mortgage, the NationsBank Guaranties
and any and all other documents, agreements or instruments executed in
connection with any of the foregoing, including any interest rate swap
agreement or other interest rate protection agreement between any
Borrower and NationsBank or any affiliate of NationsBank required under
the terms of the NationsBank Loan Documents.
NationsBank Mortgage - the Modification of Real Estate
Mortgage dated May ____, 1999, between Tropical and NationsBank,
pursuant to which Tropical has conveyed to NationsBank a Lien upon
certain real Property and the improvements thereon owned by Tropical
and located at 0000 Xxxx Xxxxxx Xxxxxx and 0000 Xxxx Xxxxxx Xxxxxx,
Xxxxx, Xxxxxxxxxxxx Xxxxxx, Xxxxxxx.
(b) By deleting the definition of "Obligations" in Section 1
of the Loan Agreement and by substituting the following
new definition in lieu thereof:
Obligations - all debts, liabilities, obligations, covenants
and duties now or at any time or times hereafter owing by any Borrower
to Agent or any Lender, whether arising pursuant to this Agreement or
any of the other Loan Documents and whether direct or indirect,
absolute or contingent, due or to become due, primary or secondary, or
joint or several, including all of the Loans and all interest payable
in connection therewith, all LC Outstandings and all other sums
chargeable to or payable by any Borrower under any of the Loan
Documents or Applicable Law but specifically excluding (i) any amounts
owing by any Borrower to NationsBanc under its Factoring Agreement and
(ii) any amounts owing by any Borrower under the NationsBank Loan
Documents.
(c) By adding the following new Section 10.2.3(xi) to the Loan
Agreement immediately following Section 10.2.3(x) thereof:
(xi) Debt outstanding to NationsBank under the
NationsBank Loan Documents (including contingent obligations
outstanding under the NationsBank Guaranties), together with any
extension, renewals or refinancings of such Debt provided that the
principal amount of such Debt is not increased.
(d) By adding the following new Section 10.2.5(xiv) to the Loan
Agreement immediately following Section 10.2.5(xiii) thereof:
(xiv) Lien in favor of NationsBank in certain real
Property and improvements thereon owned by Tropical and located at 0000
Xxxx Xxxxxx Xxxxxx and 4902 West Waters Avenue, Tampa, Hillsborough
County, Florida.
(e) By deleting Section 12.1.18 of the Loan Agreement in its entirety
and by substituting the following Section 12.1.18 in lieu thereof:
12.1.18. NationsBank Loan Documents. A default or
event of default shall occur under, or any Borrower shall default in
the performance or observance of any term, covenant, condition or
agreement contained in any of the NationsBank Loan Documents and such
default shall continue beyond any applicable grace period.
3. Acknowledgments and Stipulations. Each Borrower acknowledges and
stipulates that the Loan Agreement and the other Loan Documents executed by such
Borrower are legal, valid and binding obligations of such Borrower that are
enforceable against such Borrower in accordance with the terms thereof; all of
the Obligations are owing and payable without defense, offset or counterclaim
(and to the extent there exists any such defense, offset or counterclaim on the
date hereof, the same is hereby waived by each Borrower); the security interests
and liens granted by each Borrower in favor of Agent are duly perfected, first
priority security interests and liens; and the unpaid principal amount of the
Revolver Loans on and as of the close of business on May 20, 1999, totaled
$73,158,320.30.
4. Representations and Warranties. Each Borrower represents and
warrants to Agent and Lenders, to induce Agent and Lenders to enter into this
Amendment, that no Default or Event of Default exists on the date hereof; the
execution, delivery and performance of this Amendment have been duly authorized
by all requisite corporate action on the part of such Borrower and this
Amendment has been duly executed and delivered by such Borrowers; and all of the
representations and warranties made by Borrowers in the Loan Agreement are true
and correct on and as of the date hereof, except to the extent any
representation or warranty specifically relates to an earlier date.
5. Conditions Precedent. The effectiveness of the amendment contained
in Section 2 hereof are subject to the satisfaction of each of the following
conditions precedent, in form and substance satisfactory to Agent and Lenders,
unless satisfaction thereof is specifically waived in writing by Agent and
Lenders:
(a) Agent and Lenders shall have received evidence
satisfactory to them that all Debt outstanding to SouthTrust under the
SouthTrust Loan Documents has been, or simultaneously with the
execution of this Amendment will be, paid in full in immediately
available funds and that the SouthTrust Loan Documents (including the
SouthTrust Mortgage) have been, or simultaneously with the execution of
this Amendment will be, terminated; and
(b) Agent and Lenders shall have received a Mortgagee Waiver
from NationsBank, in form and substance satisfactory to them with
respect to Tropical's real property located at 0000 Xxxx Xxxxxx Xxxxxx
and 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx, Xxxxxxxxxxxx Xxxxxx, Xxxxxxx.
6. Expenses of Agent. Borrowers jointly and severally agree to pay,
on demand, all reasonable costs and expenses incurred by Agent in connection
with the preparation, negotiation and execution of this Amendment and any other
Loan Documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including, without limitation, the
reasonable costs and fees of Agent's legal counsel and any taxes or expenses
associated with or incurred in connection with any instrument or agreement
referred to herein or contemplated hereby.
7. Effectiveness; Governing Law. This Amendment shall be effective
upon acceptance by Agent and Lenders in Atlanta, Georgia (notice of which
acceptance is hereby waived), whereupon the same shall be governed by and
construed in accordance with the internal laws of the State of Georgia.
8. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
9. No Novation, etc.. Except as otherwise expressly provided in this
Amendment, nothing herein shall be deemed to amend or modify any provision of
the Loan Agreement or any of the other Loan Documents, each of which shall
remain in full force and effect. This Amendment is not intended to be, nor shall
it be construed to create, a novation or accord and satisfaction, and the Loan
Agreement as herein modified shall continue in full force and effect.
10. Counterparts; Telecopied Signatures. This Amendment may be
executed in any number of counterparts and by different parties to this
Agreement on separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.
11. Further Assurances. Each Borrower agrees to take such further
actions as Agent and Lenders shall reasonably request from time to time in
connection herewith to evidence or give effect to the amendments set forth
herein or any of the transactions contemplated hereby.
12. Section Titles. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto.
13. Release of Claims. To induce Agent and Lenders to enter into this
Amendment, each Borrower hereby release, acquits and forever discharges Agent
and Lenders, and all officers, directors, agents, employees, successors and
assigns of Agent and Lenders, from any and all liabilities, claims, demands,
actions or causes or actions of any kind or nature (if there be any), whether
absolute or contingent, disputed or undisputed, at law or in equity, or known or
unknown, that such Borrower now has or ever had against Agent and Lenders
arising under or in connection with any of the Loan Documents or otherwise.
14. Waiver of Jury Trial. To the fullest extent permitted by
applicable law, the parties hereto each hereby waives the right to trial by jury
in any action, suit, counterclaim or proceeding arising out of or related to
this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.
BORROWERS:
ATTEST: TROPICAL SPORTSWEAR INT'L CORPORATION
/s/ Xxxxxx Xxxxxx
Assistant Secretary By: /s/ N. Xxxxx XxXxxxxxx
[CORPORATE SEAL]
Title: Executive Vice President Finance
& Administration
ATTEST: TROPICAL SPORTSWEAR COMPANY, INC.
/s/ Xxxxxx Xxxxxx By: /s/ N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Executive Vice President Finance
& Administration
ATTEST: SAVANE INTERNATIONAL CORP.
(f/k/a Farah Incorporated)
/s/ Xxxxxx Xxxxxx By: /s/ N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Executive Vice President Finance
& Administration
ATTEST: APPAREL NETWORK CORPORATION
/s/ Xxxxxx Xxxxxx
Assistant Secretary By: /s/ N. Xxxxx XxXxxxxxx
[CORPORATE SEAL] Title: Executive Vice President Finance
& Administration
LENDERS:
FLEET CAPITAL CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxx
Title: Senior Vice President
NATIONSBANC COMMERCIAL CORPORATION
By: /s/ Xxxxxx Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxx X. Xxxxxxx
Title: Vice President
DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
AGENT:
FLEET CAPITAL CORPORATION,
as Agent
By: /s/ Xxxxxxxxx X. Xxxxxx
Title: Senior Vice President
