EXHIBIT 10.1
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
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:
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
------ -----
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.
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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.
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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/ Xxxxx Xxxxx By: /s/ N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Executive Vice President
ATTEST: TROPICAL SPORTSWEAR COMPANY,
INC.
/s/ Xxxxx Xxxxx By: /s/ N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Vice President
ATTEST: SAVANE INTERNATIONAL CORP.
(f/k/a Farah Incorporated)
/s/ Xxxxx Xxxxx By: /s/ N. Xxxxx XxXxxxxxx
Secretary
[CORPORATE SEAL] Title: Vice President
ATTEST: APPAREL NETWORK CORPORATION
/s/ Xxxxx Xxxxx By: /s/ N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Vice President
[Signatures continued on following page.]
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ATTEST: TSI BRANDS, INC.
/s/ Xxxxx Xxxxx By: /s/ N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Vice President
ATTEST: TSIL, INC.
/s/ Xxxxx Xxxxx 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: Vice President
ATTEST: DELTA MERCHANDISING, INC.
/s/ Xxxxx Xxxxx By: /s/ N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Vice President
LENDERS:
FLEET CAPITAL CORPORATION
By: /s/ Xxxxxxxxx Xxxxxx
Title: Vice President
[Signatures continued on following page.]
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GMAC COMMERCIAL CREDIT LLC
By:
------------------------------------
Title:
---------------------------------
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 Xxxx
Title: Vice President
AGENT:
FLEET CAPITAL CORPORATION,
as Agent
By: /s/ Xxxxxxxxx Xxxxxx
Title: Vice President
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