Exhibit 4.5
Amendment No. 1
to
Shareholder Protection Rights Agreement
This Amendment No. 1 to Shareholder Protection Rights Agreement (as amended from time to time, the
"Rights Agreement") is made and entered into as of September 3, 2002, between Tropical Sportswear Int'l
Corporation, a Florida corporation (the "Company"), Computershare Investor Services, LLC, a Delaware limited
liability company, as successor rights agent ("Computershare") and U.S. Bank, N.A., as successor rights agent to
Firstar Bank Milwaukee, N.A. (the "Initial Rights Agent").
WITNESSETH:
WHEREAS, on November 13, 1998, the Company entered into the Rights Agreement with the Initial Rights
Agent;
WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the
Company to change its current transfer agent and rights agent from the Initial Rights Agent to Computershare;
WHEREAS, pursuant to Section 4.4 of the Rights Agreement, the Company has appointed Computershare as the
successor Rights Agent effective upon the effectiveness of this Amendment;
WHEREAS, the Company desires to amend the Rights Agreement to reflect the appointment of
Computershare as Rights Agent and to make certain other changes necessary to affect such appointment;
NOW THEREFORE, in consideration of the premises and the respective agreements set forth herein, the
parties hereby agree as follows:
1. The first sentence of the Rights Agreement hereby is amended by deleting the reference to
"Firstar Bank Milwaukee, N.A." and substituting in lieu thereof "Computershare Investor Services, LLC".
2. Section 5.9 of the Rights Agreement hereby is amended by deleting the address of the Rights Agent and
inserting the following:
Computershare Investor Services, LLC
Xxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Relationship Manager
with a copy to:
Computershare Investor Services, LLC
Xxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxx
3. All other reference in the Rights Agreement and the exhibits thereto to "Firstar Bank
Milwaukee, N.A." hereby are changed to "Computershare Investor Services, LLC" and all references to the Rights
Agent shall be deemed to be references to Computershare Investor Services, LLC.
4. Section 4.4 of the Rights Agreement hereby is amended by replacing the reference to
"$50,000,000" with "$5,000,000."
5. The Initial Rights Agent hereby waives any requirements of prior written notice of a change of
the Rights Agent under the Rights Agreement.
Capitalized terms used herein and not otherwise defined shall have those meanings ascribed to them in
the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to the Rights Agreement to be
duly executed as of the 3rd day of September 2002.
TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ N. Xxxxx XxXxxxxxx
Name: N. Xxxxx XxXxxxxxx
Title: Executive Vice President
and Chief Financial Officer
COMPUTERSHARE INVESTOR SERVICES, LLC
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Relationship Manager
U.S. BANK, N.A.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
