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[LOGO SAVANE]
EXHIBIT (c)(2)
March 20, 1998
Xx. Xxxxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
Tropical Sportswear International Corporation
0000 X. Xxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
Dear Xx. Xxxxxxx:
In connection with your consideration of a possible acquisition of, or
investment in, Farah Incorporated, a Texas corporation (the "Company"), the
Company has agreed to provide you certain information regarding the Company
which is non-public, confidential and proprietary in nature.
1. As a condition to the Company furnishing information to you, the
Company is requiring that you agree, as set forth below, to treat "Evaluation
Materials" confidentially. As used in this Agreement, the term "Evaluation
Materials" should, except as otherwise provided herein, mean any information
that either the Company or its financial advisor, or its other representatives
furnish to you and your directors, officers, partners, employees, agents and
representatives (including without limitation, financial advisors, counsel,
persons contemplating providing financing for any transaction, accountants,
experts and consultants) (collectively, the "Representatives") in connection
with a possible transaction involving the Company, whether furnished orally or
in writing or gathered by inspection and regardless of whether specifically
identified as "confidential," together with analyses, compilations, studies or
other documents prepared by you or by your Representatives which contain or
otherwise reflect or are derived from such information.
The term "Evaluation Materials" does not include information which (a)
is or becomes generally available to the public other than as a result of a
disclosure by you or any of your Representatives, or (b) was within your
possession prior to its being furnished to you by the Company or its financial
advisor or representative or was or becomes available to you on a
non-confidential basis from a source other than the Company or its financial
advisor or representatives, provided that such source is not known by you, after
reasonable inquiry, to be prohibited from disclosing such information to you by
a contractual, legal or fiduciary obligation to the Company or its financial
advisor or representatives.
2. You agree that the Evaluation Materials will be used solely for the
purpose of evaluating a possible transaction with the Company and that such
Evaluation Materials will be kept confidential by you; provided, however, that
you may disclose any Evaluation Materials to your Representatives who need to
know such information for the purpose of evaluating the transaction (it being
understood that they shall be informed by you of the confidential nature of such
information and that you shall undertake reasonable efforts to cause them to
treat such information on a confidential basis). You will be responsible for any
breach of this Agreement by your Representatives. You agree, at your sole
expense, to take all reasonable measures, including but not limited to court
proceedings, to restrain your Representatives from unauthorized disclosure or
use of the Evaluation Materials.
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March 20, 1998
Page 2
3. The public disclosure of your possible interest in consummating a
transaction involving the Company could have a material adverse effect on the
Company's business if for any reason a definitive agreement with respect to such
transaction is not consummated. In addition, any disclosure by you or any of
your Representatives of your possible interest in consummating a transaction
involving the Company to any shareholder could have a material adverse effect on
the Company's business. Accordingly, you agree that without the prior written
consent of the Company, you will not, and you will direct your Representatives
not to, disclose to any person either the fact that discussions or negotiations
are taking place concerning a possible transaction between you and the Company
or any of the terms, conditions or other facts with respect to any such possible
transaction, including the status thereof and no Evaluation Materials will be
provided to any such persons; provided, however, that you may make such
disclosure as you determine may be required by any applicable law, regulation or
rule based upon advice of legal counsel. You agree to provide the Company
reasonable prior notice of any such disclosure. The term "person" as used in
this letter shall be broadly interpreted to include, without limitation, any
corporation, company, governmental agency or body, partnership or individual.
4. You acknowledge that you are aware, and that you will advise your
Representatives who are informed as to the matters which are the subject of this
letter, that certain laws prohibit any person who has received material,
non-public information concerning the matters which are the subject of this
letter from purchasing or selling securities of the Company or from
communicating such information to any person under circumstances in which it is
reasonably foreseeable that such person is likely to purchase or sell such
securities.
5. In the event that you are requested in any proceeding to disclose
any Evaluation Materials, you will give the Company prompt notice of such
request so that the Company may seek an appropriate protective order. It is
further agreed that, if in the absence of a protective order you are nonetheless
compelled to disclose Evaluation Materials, you may disclose such information
without liability hereunder; provided, however, that you give the Company
written notice of the information to be disclosed as far in advance of its
disclosure as is practicable.
6. Upon the Company's request, you shall promptly deliver to the
Company all written Evaluation Materials furnished to you or your
Representatives by the Company or its financial advisor or representative, and
any other written materials containing or reflecting any information in the
Evaluation Materials (whether prepared by the Company, its advisors or
otherwise) and will not retain any copies, extracts or other reproductions in
whole or in part of such written materials. Upon the Company's request, all
documents, memoranda, notes and other writings whatsoever prepared by you or
your advisors based on the information in the Evaluation Materials shall be
destroyed, and such destruction shall be certified in writing to the Company by
an authorized officer supervising such destruction.
7. During the course of your evaluation, all inquiries and other
communications with officers and employees of the Company with respect to a
possible transaction are to be made only to officers and employees of the
Company who are specifically designated by Xxxxxxx X. Xxxxxxxx, on behalf of the
Company. Accordingly, you agree not to directly or indirectly contact or
communicate with any officer or other employee of the Company with respect to a
possible transaction without the express written consent of the Company.
8. Although the Company has endeavored to include in the Evaluation
Materials information known to it which it believes to be relevant for the
purpose of your investigation, you understand that neither the Company nor any
of its financial advisors or representatives have made or
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March 20, 1998
Page 3
make any representation or warranty as to the accuracy or completeness of the
Evaluation Materials. You agree that neither the Company nor any of its
financial advisors or representatives shall have any liability to you or any of
your Representatives resulting from the use of the Evaluation Materials. Only
those representations or warranties that are made to you in a definitive sale
agreement when, as, and if, it is executed, and subject to such limitations and
restrictions as may be specified in such definitive sale agreement, will have
legal effect.
9. You agree that money damages would not be a sufficient remedy for
any breach of this Agreement by you or your Representatives, and that in
addition to all other remedies the Company shall be entitled to specific
performance and injunctive or other equitable relief as a remedy for any such
breach, and you further agree to waive and to use your reasonable efforts to
cause your Representatives to waive any requirement for the securing or posting
of any bond in connection with such remedy.
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March 20, 1998
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10. Without the Company's prior written consent, those of your
employees who have received Evaluation Materials will not for a period of two
(2) years from the date hereof directly induce or cause others to induce any
person who is either an officer of the Company or any of its subsidiaries or
involved in any of the negotiations or due diligence review in respect of a
transaction to leave the employment of the Company.
11. This Agreement shall be governed and construed in accordance with
the laws of the State of Texas without giving effect to its conflict of laws,
principles or rules.
12. If at any time you consider a transaction which would involve
participation, directly or indirectly by a third party, you agree to cause such
third party to execute a confidentiality agreement satisfactory to the Company
prior to the disclosure to such party of any Evaluation Materials.
13. If you are in agreement with the foregoing, please so indicate by
signing, dating and returning one copy of this Agreement, which will constitute
your agreement with respect to the matters set forth herein.
Very truly yours,
FARAH INCORPORATED
By:/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Chairman of the Board, President and Chief
Executive Officer
Confirmed and agreed to:
TROPICAL SPORTSWEAR
INTERNATIONAL CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxx
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Xx. Xxxxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
Dated: 3/20/98
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