Exhibit 10.2
AMENDMENT TO LOAN AGREEMENT
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THIS AGREEMENT is made as of December 19, 2002, by and between TROPICAL SPORTSWEAR INT'L CORPORATION
(the "Borrower"), a Florida corporation, and BANK OF AMERICA, N.A. (the "Lender"), successor to NationsBank, N.A.
Recitals
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The Borrower and the Lender executed a Loan Agreement (as amended or restated from time to time, the
"Loan Agreement") dated May 28, 1999, pursuant to which the Lender has provided a credit facility to the
Borrower. The parties previously amended the Loan Agreement, and the parties wish to further amend the Loan
Agreement in accordance with the provisions hereof.
NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:
1. Section 1.9 of the Loan Agreement is hereby amended so that, from and after the date hereof,
such section shall read as follows:
1.9 Consolidated EBITDA . "Consolidated EBITDA" shall mean for any fiscal period of
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the Borrower and its Consolidated Subsidiaries, (i) income (or loss) before interest and taxes, plus
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(ii) to the extent recognized in determining such income (or loss) for such period, depreciation,
amortization and other similar non-cash charges and reserves other than non-cash charges or credits
resulting from changes in prepaid assets of accrued liabilities in the ordinary course of business,
minus (iii) to the extent recognized in determining such income (or loss) for such period, extraordinary
gains (or losses), restructuring charges or other non-recurring items, minus (iv) to the extent
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recognized in determining such income (or loss) for such period, the 2002 Synergy Charge, minus (v) to
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the extent recognized in determining such income (or loss) for such period, the Xxxxxxx Xxxxxxxxx
Charge. Consolidated EBITDA shall be calculated for the period of four consecutive Fiscal Quarters ended
on the last date of the most recent Fiscal Quarter for which financial statements have been provided
pursuant to the terms hereof. For purposes of calculating Consolidated EBITDA, the following terms
shall have the following meanings: (i) the "Xxxxxxx Severance Charge" shall mean the pre-tax charge not
to exceed $5,700,000 to be recorded by the Borrower and its Consolidated Subsidiaries during its Fiscal
Quarter ending December 31, 2002, for severance pay to Xxxxxxx Xxxxxxx pursuant to the terms of a
separation agreement between Borrower and its Consolidated Subsidiaries and Xxxxxxx Xxxxxxx; and (ii)
the "2002 Synergy Charge" shall mean a charge in an amount not to exceed $17,600,000 to be recorded by
the Borrower and its Consolidated Subsidiaries relating to the consolidation of all administrative and
fabric cutting functions of Savane International Corp. to Tampa, Florida.
2. The Borrower has have informed the Lender that the Borrower desires to repurchase at market
price common stock of the Borrower in one or more transactions in an aggregate amount not to exceed $5,000,000
(the "Stock Repurchase"). The Stock Repurchase requires the prior written consent of the Lender. For so long as
no Default or Event of Default exists on the date of any Stock Repurchase transaction, the Lender hereby consents
to the Stock Repurchase and agrees that the Stock Repurchase will not constitute an Event of Default under (or as
defined in) the Loan Agreement.
3. The Borrower certifies that as of the date hereof: (a) all of its representations and
warranties in the Loan Agreement are true and correct as if made on the date hereof; and (b) no default has
occurred under the Loan Agreement. The Loan Agreement shall continue in full force and effect except as modified
herein.
IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement as of the day and year
first above written.
TROPICAL SPORTSWEAR INT'L
CORPORATION
By: /s/Xxxxx Xxxxx
Its: Senior Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxx Xxxxx
Its: Vice President
