FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2

Execution Version

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of March 28, 2011 by and among

BRODER BROS., CO., a Delaware corporation, as Lead Borrower for the Borrowers named herein (in such capacity, the “Lead Borrower”);

The BORROWERS party hereto;

The GUARANTORS party hereto;

The LENDERS party hereto;

BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders;

BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agents (the “Co-Collateral Agents”) for the Lenders; and

BANK OF AMERICA, N.A., as Issuing Bank and Swingline Lender;

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Guarantors, the Lenders, the Administrative Agent, and the Co-Collateral Agents, among others, have entered into that certain Second Amended and Restated Credit Agreement dated as of October 13, 2010 (as amended, restated, modified or supplemented and in effect, the “Credit Agreement”); and

WHEREAS, the Borrowers, the Guarantors, the Agents and the Required Lenders have agreed to amend the Credit Agreement as set forth herein.

NOW THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto hereby agree as follows:

1. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the same meaning as in the Credit Agreement, as applicable.

2. Representations and Warranties. Each Loan Party hereby represents and warrants that, after giving effect to this Amendment, (i) no Default or Event of Default by the Loan Parties exists under the Loan Documents, and (ii) all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in

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all material respects (without duplication of any materiality standard set forth in any such representation or warranty) as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) as of such date.

3. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

a. The definitions of “ABR FILO Loan”, “Eurodollar FILO Loan”, “FILO Applicable Margin”, “FILO Borrowing Base”, “FILO Borrowing Base Reserve”, “FILO Commitment”, “FILO Lender”, “FILO Loans” and “FILO Maturity Date” and all references thereto are hereby deleted in their entirety.

b. Clause (b) of the definition of “Revolving Borrowing Base” is hereby deleted in its entirety and the following substituted in its stead:

“(b) the greater of (i) $215,000,000 and (ii) the Indenture Borrowing Base.”

4. Increase in Revolving Commitments. The parties hereto acknowledge and agree that on the date hereof, the Revolving Commitments will be increased from $175,000,000 to $215,000,000 in accordance with the provisions of Section 2.20 of the Credit Agreement, and upon the effectiveness of such increase, the remaining amount available under Section 2.20 by which the Revolving Commitments may be increased is $35,000,000. Annex I to the Credit Agreement is hereby deleted in its entirety, and Annex I attached hereto and incorporated herein by reference is substituted in its stead.

5. Conditions to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent have been fulfilled or waived to the satisfaction of the Agents:

a. This Amendment shall have been duly executed and delivered by the Loan Parties and the Required Lenders, and the Administrative Agent shall have received a fully executed copy hereof.

b. All action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this Amendment shall have been duly and effectively taken.

c. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

6. Binding Effect. The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their heirs, representatives, successors and permitted assigns.

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7. Expenses. The Loan Parties shall reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred in connection herewith, including, without limitation, reasonable attorneys’ fees, in each case to the extent provided in the Credit Agreement.

8. Multiple Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and together which shall constitute but one and the same instrument. Delivery of a counterpart via facsimile or electronic transmission shall constitute delivery of an original counterpart.

9. Governing Law. This Amendment shall be construed, governed, and enforced pursuant to the laws of the State of New York (without giving effect to conflicts of law principles).

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the parties hereto as a sealed instrument as of the date first above written.

BRODER BROS., CO., as Lead Borrower and as a
Borrower

By:

Name:

Title:

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BANK OF AMERICA, N.A., as Administrative Agent, a Co-Collateral Agent, Issuing Bank, a Lender and Swingline Lender
By:
Name:		Xxxxxxx Xxxxx
Title:		Senior Vice President

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GENERAL ELECTRIC CAPITAL
CORPORATION, as a Co-Collateral Agent and a
Lender

By:

Name:

Title:

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GE CAPITAL FINANCIAL INC., as a Lender

By:

Name:

Title:

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XXXXX FARGO CAPITAL FINANCE, LLC, as
Syndication Agent and a Lender

By:

Name:

Title:

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JPMORGAN CHASE BANK, N.A., as a Lender

By:

Name:

Title:

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