Exhibit 10.1
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
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THIS ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into this
22nd day of May, 2002, by and among 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"), APPAREL NETWORK CORPORATION, a Florida corporation
("Apparel"), TSI BRANDS, INC., a Delaware corporation ("TSI"), TSIL, INC., a Delaware corporation ("TSIL"), DUCK
HEAD APPAREL COMPANY, LLC, a Georgia limited liability company ("Duck Head"), and DELTA MERCHANDISING, INC., a
South Carolina corporation ("Delta"; Tropical, TSCI, Savane, Apparel, TSI, TSIL, Duck Head and Delta 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:
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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, that certain Third Amendment to Loan and Security
Agreement dated December 31, 1998, that certain Fourth Amendment to Loan and Security Agreement dated May 21,
1999, that certain Fifth Amendment to Loan and Security Agreement dated July 16, 1999, that certain Sixth
Amendment to Loan and Security Agreement dated October 28, 1999, that certain Seventh Amendment to Loan and
Security Agreement dated November 12, 1999, that certain Eighth Amendment to Loan and Security Agreement dated
January 19, 1999, that certain Ninth Amendment to Loan and Security Agreement dated April 12, 2001, and that
certain letter agreement dated April 25, 2001 (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.
Borrowers have requested that Agent and Lenders amend the terms of 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 by deleting Section 10.3.4
of the Loan Agreement and by substituting the following new Section 10.3.4 in lieu thereof:
10.3.4. Consolidated Funded Debt/Consolidated EBITDA. Maintain, as
of the end of each Fiscal Quarter, a ratio of Consolidated Funded
Debt/Consolidated EBITDA of not more than the ratio shown below for the
applicable period corresponding thereto:
Period Ratio
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Each of the four Fiscal Quarter periods 5.50 to 1.00
ending on March 31, 2002, June 30, 2002,
September 30, 2002 and December 31, 2002
The four Fiscal Quarter periods ending 5.00 to 1.00
on March 31, 2003 and each four Fiscal
Quarter period thereafter based upon the
immediately preceding four Fiscal Quarters
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.
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
Borrower; 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. Reference to Loan Agreement. Upon the effectiveness of this Amendment, each reference in the
Loan Agreement to "this Agreement," "hereunder," or words of like import shall mean and be a reference to the
Loan Agreement, as amended by this Amendment.
6. Breach of Amendment. This Amendment shall be part of the Loan Agreement and a breach of any
representation, warranty or covenant herein shall constitute an Event of Default.
7. Expenses of Agent. Borrowers jointly and severally agree to pay, on demand, all 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.
8. 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.
9. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
10. 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.
11. 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.
12. 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.
13. 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.
14. Release of Claims. To induce Agent and Lenders to enter into this Amendment, each Borrower
hereby releases, 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.
15. 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:
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ATTEST: TROPICAL SPORTSWEAR INT'L CORPORATION
/s/Xxxxxx X. Xxxxxxxx By: /s/N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Chief Financial Officer
ATTEST: TROPICAL SPORTSWEAR COMPANY, INC.
/s/Xxxxxx X. Xxxxxxxx By: /s/N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Chief Financial Officer
ATTEST: SAVANE INTERNATIONAL CORP.
(f/k/a Farah Incorporated)
/s/Xxxxxx X. Xxxxxxxx By: /s/N. Xxxxx XxXxxxxxx
Secretary
[CORPORATE SEAL] Title: Chief Financial Officer
ATTEST: APPARELNETWORK CORPORATION
/s/Xxxxxx X. Xxxxxxxx By: /s/N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Chief Financial Officer
[Signatures continued on following page.]
ATTEST: TSI BRANDS, INC.
/s/Xxxx Xxxxxx By: /s/N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Vice President
ATTEST: TSIL, INC.
/s/Xxxx Xxxxxx By: /s/N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Vice President
ATTEST: DUCK HEAD APPAREL COMPANY, LLC
/s/Xxxxx Xxxxx By: /s/N. Xxxxx XxXxxxxxx
Assistant Secretary
Title: Executive Vice President
ATTEST: DELTA MERCHANDISING, INC.
/s/Xxxxx Xxxxx By: /s/N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Executive Vice President
LENDERS:
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FLEET CAPITAL CORPORATION
By: /s/Xxxxxxxxx X. Xxxxxx
Title: Senior Vice President
[Signatures continued on following page.]
GMAC COMMERCIAL CREDIT LLC
By: /s/Xxxxxxxxx Xxxxxx
Title: Senior Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
(f/k/a First Union National Bank)
By: /s/Xxxx Xxxxxxx
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/Xxxxxxx X. Xxxxx
Title: Senior Vice President
AGENT:
FLEET CAPITAL CORPORATION,
as Agent
By: /s/Xxxxxxxxx X. Xxxxxx
Title: Senior Vice President
