EXHIBIT 10.31
THIRD AMENDMENT TO RETAIL-DOMESTIC
COLLECTION FACTORING AGREEMENT
This THIRD AMENDMENT to that certain Retail-Domestic Collection
Factoring Agreement ("Amendment") is made and entered into this 24th day of
August, 1998 by and between Tropical Sportswear International Corporation
("TSI") and Xxxxxx Financial, Inc.
("Xxxxxx").
WHEREAS, Xxxxxx and TSI are parties to a certain Retail-Domestic
Collection Factoring Agreement with an Effective Date of October 1, 1995, and
all amendments thereto (the "Agreement"), and WHEREAS, effective _____, 1997,
TSI changed its name to Tropical Sportswear Int'l Corporation ("Client"); and
WHEREAS, Xxxxxx and TSI have agreed to certain changes in the Agreement; and
WHEREAS, the parties desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth in the Agreement and this Amendment, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. Capitalized terms used in the Agreement, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Agreement.
2. Amendments. Subject to the conditions set forth below, the Agreement
is amended as follows:
(a) The Agreement and all other documents are amended by deleting Tropical
Sportswear International Corporation and inserting the following in
lieu thereof:
Tropical Sportswear Int'l Corporation
All references in the Agreement and all other documents shall
mean and include Tropical Sportswear Int'l Corporation.
(b) Subsection 1.3 is amended as follows:
We will assume the Credit Risk on all Approved Accounts,
provided, however, that during each Contract Year, liability for the
Credit Loss will be shared by you and us as follows: (a) you shall be
liable and we shall have recourse against you for that portion of the
Credit Loss up to an amount equal to .10% of the Aggregate Net Amount
and (b) if the Credit Loss exceeds an amount equal to .10% of the
Aggregate Net Amount, we shall be liable for that portion of the Credit
Loss in excess of such amount.
(c) Subsection 2.2 is amended by deleting the 1st sentence and
inserting the following: (The last sentence remains unchanged.)
2.2 At the time we purchase an Account, we will charge your
account with a factoring commission of .25% of the Net Amount of the
Account. Notwithstanding the foregoing, you will pay us a factoring
commission of .18% of the Net Amount purchased by us on all sales to
WalMart and Sam's Club, provided, however, in the event that we
determine that the credit of WalMart or Sam's Club has fallen below 4A2
as published in Dun & Bradstreet then we in our reasonable discretion,
increase such commission to .25%.
(d) Section 9 is amended to reflect a new date:
This Agreement shall continue in full force and effect until
September 30, 2001 and shall continue thereafter until terminated by either
party giving the other party not less than 30 days prior written notice
thereof.
3. Effectiveness. This amendment will become effective as of September
30, 1998.
4. Corporate Action. The execution, delivery and performance of this
Amendment has been duly authorized by all requisite corporate action on the part
of Client and this Amendment has been duly executed and delivered by Client.
5. Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
6. References. Any reference to the Agreement contained in any document,
instrument or agreement executed in connection with the Agreement, shall be
deemed to be a reference to the agreement as modified by this Amendment.
7. Ratification. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions of the
Agreement, and shall not be deemed to be a consent to the modification or
waiver of any other term of condition of the Agreement. Except as
expressly modified and superseded by this Amendment, the terms and provisions
of the Agreement are ratified and confirmed and shall continue in full force and
effect.
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.
XXXXXX FINANCIAL, INC. TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx XxXxxxxxx
Title: Group President Title: EVP Finance and Operations
