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FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered
into this 19th day of July, 1999, by and between TROPICAL SPORTSWEAR INT'L
CORPORATION, a Florida corporation ("Borrower"), in favor of BANK OF AMERICA,
N.A. d/b/a NATIONSBANK, N.A., a national banking association ("Lender").
Recitals:
Borrower and Lender, are parties to a certain Loan Agreement dated May 28,
1999, ("Loan Agreement"), pursuant to which Lender has made a certain Loan to
Borrower.
Borrower is currently in default under the Loan Agreement due to Borrower's
breach of the Consolidated Tangible Net Worth covenant in Section 4.12.4 and
the Default Under the Credit Facility Agreement in Section 7.1.5. Borrower has
requested that Lender waive the existing defaults under the Loan Agreement and
amend the terms of the Loan Agreement to modify the Consolidated Tangible Net
Worth covenant.
Lender is willing to waive the default and 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. Amendments to Loan Agreement
The Loan Agreement is hereby amended as follows:
(a) By deleting Section 4.12.4 of the Loan Agreement in its entirety and
by substituting the following new Section 4.12.4 in lieu thereof:
4.12.4 Consolidated Tangible Net Worth. Until the Credit Facility
Commitment Termination Date, maintain, as of the end of each Fiscal
Quarter, Consolidated Tangible Net Worth of not less than the amount
shown below for the period corresponding thereto:
Period Amount
------ ------
Fiscal quarter ending July 3, 1999 $99,000,000
Fiscal quarter ending October 2, 1999 $101,000,000
Each Fiscal Quarter thereafter $103,000,000 plus
$4,000,000 for each
additional Fiscal Quarter
after October 2, 1999.
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3. Limited Waiver of Default An Event of Default has occurred and currently
exists under the Loan Agreement as a result of Borrowers' breach of
Section 4.12.4 and Section 7.1.5 of the Loan Agreement (the "Designated
Defaults"). The Designated Defaults exist because of Borrowers' failure
to maintain the required Consolidated Tangible Net Worth set forth in
Section 4.12.4 for Borrower's Fiscal Quarter ended July 3, 1999. Borrower
represents and warrants that the Designated Defaults are the only
Defaults or Events of Default that exist under the Loan Agreement and the
other Loan Documents as of the date hereof. Lender hereby waives the
Designated Defaults in existence on the date hereof. In no event shall
such waiver be deemed to constitute a waiver of (a) any Default or Event
of Default other than the Designated Defaults in existence on the date of
this Amendment or (b) each Borrower's obligation to comply with all of
the terms and conditions of the Loan Agreement and the other Loan
Documents from and after the date hereof. Notwithstanding any prior,
temporary mutual disregard of the terms of any contracts between the
parties, Borrower hereby agrees that it shall be required strictly to
comply with all of the terms of the Loan Documents on and after the date
hereof.
4. Acknowledgements and Stipulations
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 Borrower in favor of Agent are duly
perfected, first priority security interests and liens.
5. Representations and Warrants
Borrower represents and warrants to Lender, to induce Lender to enter
into this Amendment, that no Default or Event of Default other than the
Designated Defaults, exists on the date hereof; the execution, delivery
and performance of this Amendment have been duly authorized by all
requisite corporate action of 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.
6. Expense of Lender
Borrower agrees to pay, on demand all costs and expenses incurred by
Lender 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 Lender'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
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This Amendment shall be effective upon acceptance by Lender in Tampa,
Florida (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 Florida.
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
Borrower agrees to take such further actions as Lender 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 Lender to enter into this Amendment, Borrower hereby releases,
acquits and forever discharges Lender, and all officers, directors,
agents employees, successors and assigns of Lender, from any and all
liabilities, claims, demands, actions or causes or actions of any kind
or nature (if there by 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 Lender arising under or in connection
with any of the Loan Documents or otherwise.
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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.
BORROWER:
TROPICAL SPORTSWEAR INT'L
CORPORATION, a Florida corporation
By: /s/ N. Xxxxx XxXxxxxxx Attest: /s/ Xxxxxx X. Xxxxxx
-------------------------- -------------------------------
N. Xxxxx XxXxxxxxx Print Name: Xxxxxx X. Xxxxxx
Executive Vice President ---------------------------
CONSENT OF GUARANTORS: The undersigned Guarantors do hereby consent to this
Amendment.
APPAREL NETWORK CORPORATION, a
Florida corporation
By: /s/ N. Xxxxx XxXxxxxxx Attest: /s/ Xxxxxx X. Xxxxxx
-------------------------- -------------------------------
N. Xxxxx XxXxxxxxx Print Name: Xxxxxx X. Xxxxxx
Executive Vice President ---------------------------
TROPICAL SPORTSWEAR COMPANY,
INC., a Delaware corporation
By: /s/ N. Xxxxx XxXxxxxxx Attest: /s/ Xxxxxx X. Xxxxxx
-------------------------- -------------------------------
N. Xxxxx XxXxxxxxx Print Name: Xxxxxx X. Xxxxxx
Executive Vice President ---------------------------
SAVANE INTERNATIONAL CORP., a
Texas corporation
By: /s/ N. Xxxxx XxXxxxxxx Attest: /s/ Xxxxxx X. Xxxxxx
-------------------------- -------------------------------
N. Xxxxx XxXxxxxxx Print Name: Xxxxxx X. Xxxxxx
Executive Vice President ---------------------------
LENDER:
NATIONSBANK, N.A., a national banking
Association
By: /s/ Xxxxxxx X. Xxxxxxx, Xx. Attest: /s/ Xxxxxx X. Xxxxx
--------------------------- ------------------------------
Xxxxxxx X. Xxxxxxx, Xx. Print Name: Xxxxxx X. Xxxxx
Commercial Banking Officer ---------------------------
